UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended December 31, 2000 Commission File Number: 0-10707


                              THERMODYNETICS, INC.
        (Exact name of small business issuer as specified in its charter)


                Delaware                                         06-1042505
(State or other Jurisdiction of Incorporation                (I.R.S. Employer
 or Organization)                                            Identification No.)


651 Day Hill Road, Windsor, CT                 06095            860-683-2005
(Address of Principal Executive Offices)    (Zip Code)        (Telephone Number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


               Class                            Outstanding at December 31, 2000
-------------------------------------          ---------------------------------
     Common stock $.01 Par Value                       13,648,110 Shares


Transitional Small Business Disclosure Format     Yes (  )   No ( x )


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----

                                                                    Page Number
                                                                    -----------


PART I        FINANCIAL INFORMATION

   Item 1.    Financial Statements

              Consolidated Balance Sheets
                December 31, 2000 and March 31, 2000.......................    3

              Consolidated Statements of Income and Comprehensive
                Income Three Months Ended December 31, 2000 and 1999.......    4

              Consolidated Statements of Income and Comprehensive
                Income Nine Months Ended December 31, 2000 and 1999........    5

              Consolidated Statements of Cash Flows
                Nine Months Ended December 31, 2000 and 1999...............    6

              Notes to Consolidated Financial Statements...................  7-8

   Item 2.    Management's Discussion and Analysis or Plan of
                Operation ................................................. 9-10


PART II       OTHER INFORMATION

   Item 1.    Legal Proceedings............................................   11

   Item 2.    Changes in Securities........................................   11

   Item 3.    Defaults Upon Senior Securities..............................   11

   Item 4.    Submission of Matters to a Vote of Security Holders..........   11

   Item 5.    Other Information............................................   11

   Item 6.    Exhibits and Reports on Form 8-K.............................   11


SIGNATURE PAGE ............................................................   12


                                     Page 2


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS


<TABLE>
<CAPTION>
                                                                            December 31,                 March 31,
                                                                                2000                       2000
                                                                            (Unaudited)                  (Audited)
<S>                                                                         <C>                       <C>
CURRENT ASSETS
 Cash                                                                       $     3,466               $     2,814
 Accounts Receivable, Net                                                     1,256,937                 1,226,817
 Inventories                                                                  1,904,633                 1,802,535
 Prepaid Expenses and Other Current Assets                                      329,190                   259,079
                                                                             ----------                ----------
   Total Current Assets                                                       3,494,226                 3,291,245

PROPERTY , PLANT AND EQUIPMENT
 Property, Plant and Equipment - At Cost                                     11,217,307                10,873,948
 Less: Accumulated Depreciation                                               5,288,498                 5,039,960
                                                                             ----------                ----------
  Property, Plant, and Equipment - Net                                        5,928,809                 5,833,988
                                                                             ----------                ----------
OTHER ASSETS
 Undeveloped Land Held for Investment                                           121,194                   119,666
 Intangible Assets - Net of Amortization                                         94,788                   103,743
 Officers' Life Insurance                                                     1,558,939                 1,477,257
 Investment in Foreign Company                                                  100,000                   100,000
 Deposits and Other                                                              11,570                    13,862
 Marketable Equity Securities, at Market                                         37,000                    62,456
                                                                              ----------               ----------
   Total Other Assets                                                         1,923,491                 1,876,984
                                                                             ----------                ----------

TOTAL ASSETS                                                                $11,346,526               $11,002,217
                                                                             ==========                ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts Payable                                                           $ 1,031,557               $ 1,466,680
 Accrued Taxes and Expenses                                                      85,780                    97,388
 Current Portion of Long Term Debt                                              349,676                   352,414
 Notes Payable - Bank                                                         1,987,915                 1,525,319
                                                                             ----------                ----------
  Total Current Liabilities                                                   3,454,928                 3,441,801
                                                                             ----------                ----------

DEFERRED INCOME TAXES                                                           146,000                    95,000
                                                                             ----------                ----------
LONG TERM DEBT                                                                3,071,788                 3,013,700
                                                                             ----------                ----------
STOCKHOLDERS' EQUITY
 Common Stock, Par Value $.01/Share,
 Authorized 25,000,000 shares, issued 13,780,008 shares
   at 12/31/00 and 13,580,008 shares at 3/31/00                                 137,800                   135,800
   Additional Paid-in Capital                                                 5,307,398                 5,298,398
 Less:  Treasury Stock, at Cost                                                 164,564                   164,564
 Less:  Accumulated Other Comprehensive Loss                                    407,000                   381,544
 Retained Earnings (Deficit)                                                   (199,824)                 (436,374)
                                                                             ----------                ----------
   Total Stockholders' Equity                                                 4,673,810                 4,451,716
                                                                             ----------                ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $11,346,526               $11,002,217
                                                                             ==========                ==========

</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                     Page 3


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE THREE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               2000               1999
                                                                               ----               ----
<S>                                                                         <C>                <C>
    Net Sales                                                              $2,728,430         $2,564,781

    Cost of Goods Sold                                                      2,046,180          1,921,875
                                                                           ----------         ----------
    Gross Profit                                                              682,250            642,906

    Selling, General & Administrative Expenses                                509,204            520,178
                                                                           ----------         ----------

    Income From Operations                                                    173,046            122,728
                                                                           ----------         ----------
    Other Income (Expense)
         Interest Expense, Net                                               (128,563)           (64,386)
         Other - Net                                                           (4,785)             9,144
                                                                           ----------         ----------
         Total Other Income (Expense)                                        (133,348)           (55,242)
                                                                           ----------         ----------
    Income Before Income Taxes                                                 39,698             67,486

    Provision for Income Taxes                                                    -0-                -0-
                                                                           ----------         ----------

    Net Income                                                                 39,698             67,486

    Other Comprehensive Income (Loss), net of tax
          Unrealized holding losses during the period                             -0-                -0-
                                                                           ----------         ----------
                                                                                  -0-                -0-
                                                                           ----------         ----------
    Comprehensive Income                                                     $ 39,698           $ 67,486
                                                                           ----------         ----------

    Earnings per Share-Basic                                                      NIL                NIL
                                                                           ==========         ==========
    Earnings per Share-Diluted                                                    NIL                NIL
                                                                           ==========         ==========

    Weighted Average Shares Outstanding-Basic                              13,780,008         13,580,277
                                                                           ==========         ==========
    Weighted Average Shares Outstanding-Diluted                            16,410,989         15,589,801
                                                                           ==========         ==========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                     Page 4


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               2000               1999
                                                                               ----               ----
<S>                                                                         <C>                <C>
    Net Sales                                                              $8,829,598         $8,159,703

    Cost of Goods Sold                                                      6,559,754          6,051,230
                                                                           ----------         ----------
    Gross Profit                                                            2,269,844          2,108,473

    Selling, General & Administrative Expenses                              1,564,577          1,534,404
                                                                           ----------         ----------
    Income From Operations                                                    705,267            574,069
                                                                           ----------         ----------
    Other Income (Expense)
         Interest Expense, Net                                               (408,362)          (267,393)
         Other - Net                                                           (9,355)              (426)
                                                                           ----------         ----------
         Total Other Income (Expense)                                        (417,717)          (267,819)
                                                                           ----------         ----------
    Income Before Income Taxes                                                287,550            306,250

    Provision for Income Taxes                                                 51,000                -0-
                                                                           ----------         ----------
    Net Income                                                                236,550            306,250

    Other Comprehensive Income (Loss), net of tax
          Unrealized holding losses during the period                         (25,456)               -0-
                                                                           ----------         ----------
                                                                              (25,456)               -0-
                                                                           ----------         ----------
    Comprehensive Income                                                    $ 211,094          $ 306,250
                                                                           ----------         ----------
    Earnings per Share-Basic                                                   $  .02             $  .02
                                                                               ======             ======
    Earnings per Share-Diluted                                                 $  .01             $  .02
                                                                               ======             ======
    Weighted Average Shares Outstanding-Basic                              13,714,553         13,460,621
                                                                           ==========         ==========
    Weighted Average Shares Outstanding-Diluted                            16,705,030         16,211,141
                                                                           ==========         ==========

</TABLE>


            The accompanying notes are an integral part of these consolidated
financial statements.


                                     Page 5


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                     FOR THE NINE MONTHS ENDED DECEMBER 31,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               2000               1999
                                                                               ----               ----
<S>                                                                         <C>                <C>
OPERATING ACTIVITIES:
  Net income                                                                $ 236,550          $ 306,250
         Adjustments to reconcile net income to net cash provided by
         (used in) operating activities:
  Re-issuance of treasury stock                                                   -0-              5,000
  Depreciation and amortization                                               257,493            204,157
  Deferred tax provision                                                       51,000                -0-
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                                  (435,123)            (3,088)
    Decrease (increase) in prepaid expenses                                   (67,819)           (32,493)
and
        other assets
    Decrease (increase) in accounts receivable                                (30,120)            66,471
    Decrease (increase) in inventories                                       (102,098)           201,394
    Increase (decrease) in accrued expenses                                      (608)             2,907
                                                                           ----------         ----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                           (90,725)           750,598
                                                                           ----------         ----------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                                 (343,359)        (1,193,790)
  Increase in other investments                                                (1,528)            (1,557)
  Increase in life insurance premiums receivable                              (81,682)           (81,682)
                                                                           ----------         ----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                          (426,569)        (1,277,029)
                                                                           ----------         ----------

FINANCING ACTIVITIES
  Sale of common stock                                                            -0-              2,750
  Principal payments on debt obligations                                     (238,097)          (459,370)
  Net proceeds from revolving and term debt                                   756,043            984,264
                                                                           ----------         ----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                           517,946            527,644
                                                                           ----------         ----------

INCREASE (DECREASE) IN CASH                                                       652              1,213

CASH AT BEGINNING OF PERIOD                                                     2,814              1,658
                                                                           ----------         ----------
CASH AT END OF PERIOD                                                       $   3,466          $   2,871
                                                                           ==========         ==========

</TABLE>


                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                     Page 6

<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

     The  financial  information  included  herein is unaudited;  however,  such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
statement of results for the interim  period.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
The results of operations  for the three and nine months ended December 31, 2000
and  December  31,  1999 are not  necessarily  indicative  of the  results to be
expected for the full year.

NOTE 2:  INVENTORIES

     Inventories consist of the following at:


                                          Dec 31,             March 31,
                                           2000                 2000
                                           ----                 ----
     Raw materials                     $1,124,911           $1,041,791
     Work-in-process                      147,426              281,653
     Finished goods                       632,296              479,091
                                        ---------            ---------
                                       $1,904,633           $1,802,535
                                        =========            =========

     Inventories are valued at the lower of cost or market, with cost determined
on a first-in, first-out basis.

NOTE 3:  EARNINGS PER SHARE

     The Company has adopted Statement of Accounting Standards No. 128, Earnings
per Share (SFAS  128).  Earnings  per share for the three and nine months  ended
December 31, 2000 and December 31, 1999 have been  computed in  accordance  with
this  pronouncement,  based on the weighted average of outstanding shares during
the  periods.  The weighted  average  number of shares  outstanding  used in the
calculations are as follows:

<TABLE>
<CAPTION>

                                                  Three Months Ended                    Nine Months Ended
                                         Dec  31, 2000      Dec  31, 1999       Dec  31, 2000      Dec  31, 1999
                                         -------------      -------------       -------------      -------------
<S>                                         <C>                <C>                 <C>                <C>
Weighted Average Shares Outstanding-
       (Basic )                             13,780,008         13,580,277          13,714,553         13,460,621

Assumed Conversion of Stock Options          2,630,981          2,009,524           2,990,477          2,750,520
                                           -----------        -----------         -----------        -----------
Weighted Average Shares Outstanding-
       (Diluted)                            16,410,989         15,589,801          16,705,030         16,211,141
                                           ===========        ===========         ===========        ===========
</TABLE>


<PAGE>


NOTE 4:  INCOME TAXES

     The Company adopted Statement of Accounting  Standards No. 109,  Accounting
For Income Taxes (SFAS 109) effective April 1, 1994. The statement requires that
deferred income taxes reflect the future tax consequences of differences between
the tax bases of assets and liabilities and their bases for financial  reporting
purposes. In addition, SFAS 109 requires the recognition of future tax benefits,
such as net operating loss carryforwards, to the extent that realization of such
benefits are more likely than not.

     The primary components of the Company's deferred tax assets and liabilities
and the related valuation allowance are as follows:


                                           Dec 31, 2000         March 31, 2000
                                           ------------         --------------
   Assets:
     Uniform capitalization adjustment       $ 32,000               $ 21,000
     Net operating loss carryforward          620,000                694,000
     Investment tax credits                   144,000                144,000
     Other                                     26,000                 18,000
                                              -------                -------
                                              822,000                877,000

   Liabilities:
     Accelerated depreciation                (968,000)              (972,000)
                                              -------                -------
   Net deferred tax asset (liability)        (968,000)              (972,000)
                                              -------                -------
                                            $(146,000)              $(95,000)
                                              =======                =======


    At December 31, 2000, the Company had net operating loss carryforwards of
               approximately $1,569,000 expiring from 2001 to 2007

NOTE 5:  CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES

     The  following  supplemental  information  is  disclosed  pursuant  to  the
requirements of Financial  Accounting  Standards Board's Statement of Accounting
Standards No 95, Statement of Cash Flows.

                                                     9 Months Ended Dec 31,
                                                    2000                 1999
                                                    ----                 ----
Cash payments for interest                        $279,799             $314,793
Issuance of common stock to 401(k) plan           $ 11,000             $  4,500
Valuation reserve to reflect long-term equity
   securities at market                           $(25,456)            $    -0-

NOTE 6: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The  Company  has  adopted  "Statement  of  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income" (SFAS 130), which  establishes  standards for
reporting and display of comprehensive income and its components (i.e. revenues,
expenses, gains and losses) in a complete set of financial statements. All prior
periods have been restated to conform to the provisions of this statement.


                                     Page 8


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

         Net  sales  for the  three  months  ended  December  31,  2000  totaled
$2,728,430,  an  increase of  $163,649  or 6%,  compared  to the  quarter  ended
December 31, 1999.  For the nine-month  periods,  shipments for the current year
were $669,895 or 8% higher than the prior year.

         The increase in year to date net sales  continues the trend of the last
several years,  as the larger markets served by the company  experienced  strong
product  demand,  led by the core business of water source heat pumps as well as
swimming   pool  heat  pumps,   marine  space   conditioning   and  ice  machine
applications.  However  a sharp  reduction  in  orders  began  this  past  July,
signifying a shift in the economic factors influencing these markets.  Shipments
for the three-month period ended December 2000 continued to track below those of
the prior two quarters of the current year,  but above the same period of fiscal
year  2000.  Sales for the  balance of the  current  year are  expected  to rise
slightly over the present quarter,  with aggregate  annual shipments  surpassing
the eleven million level for the first time.

         Cost of sales aggregated approximately 75% of net sales for the current
and prior year  three-month  period  with year to date costs at 74% of net sales
for both years.  Material  costs  increased  slightly  as copper  pricing in the
commodity  markets  continued to exhibit some upward  trending for the three and
nine month  periods of this fiscal year.  Manufacturing  overhead  expenses also
were higher than fiscal 2000 due to increases in energy costs,  employee benefit
expenses  and  many  other   indirect   expenses.   Direct  and  indirect  labor
efficiencies  improved  during the year,  which served to offset higher  average
wage rates on the shop floor.

         Selling,   general  and  administrative  expenses  remained  relatively
constant  for all  periods,  averaging  18-20% of net  sales.  Expenses  for the
current quarter were down from the comparable periods earlier this year as there
presently  exist open support  positions that the company intends to fill before
the end of the March 31 fiscal year.

         For the three and nine month  periods of fiscal  2001,  other  expenses
increased by $78,106 and $149,898,  respectively, over the comparable periods of
the prior year.  In fiscal 2000  certain  term debt bank  interest  charges were
capitalized  as  part  of the  addition  to  the  company's  main  manufacturing
facility.  In addition to the  reductions in the prime  lending rate,  effective
October 1, 2000 the company's  primary bank reduced the effective  interest rate
on all non real estate  secured  term and  revolving  debt by one quarter of one
percentage point.

         A federal  income tax  provision of $51,000 was recorded in fiscal 2001
to reflect an increase in the company's  deferred tax  liability  from the prior
year end level. This deferred  provision is the net result of the utilization of
tax loss  carryforwards in excess of the reversal of certain timing  differences
during the current year.  No provision  was recorded  during same periods of the
prior year as the company  reflected a net deferred tax asset as of December 31,
2000.

         Overall, income before income taxes approximated 1% and 3% of net sales
for the  both  the  current  and  prior  year  quarters,  respectively.  For the
nine-month  periods,  income before income taxes was 3% for fiscal year 2001 and
4% of net sales for the prior year.  Net income  decreased  for the current year
nine-month  period as the provision for deferred taxes had a negative  impact on
after tax earnings.

         The Company recorded a charge of $25,456 as a net comprehensive loss in
the  current  year  to  date  period  due to  market  value  fluctuations  of an
investment in publicly traded  securities.  No adjustments were required for any
other period presented in either the current or prior year.


LIQUIDITY AND CAPITAL RESOURCES

         Working  capital  totaled  $39,298 at December 31, 2000,  compared to a
negative  $150,556 at March 31, 2000 and $324,371 at December  31, 1999.  During
the nine-month  period,  current assets increased by $202,981 while total assets
increased by $344,309,  finishing at $11,346,526  on December 31, 2000.  Current
liabilities  increased  by only  $13,127  during the current year to date period
resulting in a return to positive


                                     Page 9


<PAGE>


working capital at December 31, 2000. From an operations viewpoint,  inventories
increased by $102,098  reflecting  higher levels of finished goods  necessary to
meet shorter order lead times required by customers.  Inventories decreased from
the  September  30, 2000  levels,  as the company was able to  liquidate a large
portion of its  finished  stock  filling  customer  orders  during  the  period.
Accounts  receivable  increased by $30,120  despite the decrease in sales in the
third  quarter  compared  to the prior  three-month  period.  The timing of cash
collections  from customers have slowed  slightly  approaching the calendar year
end.  January cash receipts  reflected a return to improved payment cycles noted
in prior quarters.  Prepaid  expenses also rose during the nine months as annual
payments for property tax  assessments  made in July will be amortized  over the
following year.  Accounts payable decreased  significantly  from March levels as
additional drawdowns were made against the revolving line of credit.

         Cash used for investing  activities  decreased from  $1,277,029 for the
nine-month  period in fiscal 2000 to $426,569 for the same period in the current
year.  In fiscal 2000 the Company  constructed  a 15,000 square foot addition to
its primary manufacturing facility, which also included systems modifications to
the existing plant.

         Net cash  provided by  financing  activities  for the nine months ended
December 31, 2000 was  $517,946,  essentially  unchanged  from the same period a
year ago. During the current year, net additions to the revolving line of credit
totaled  $462,596 of which $55,350  represented  the net proceeds from term debt
used to finance capital additions during the period.

         Inflation  and  other  cost   increases  have  begun  to  play  a  more
significant  role in the Company's day to day operations as competitive  pricing
pressures  have  restricted  the Company's  ability to fully recover these added
expenses.  Improvements in  manufacturing  processes and procedures have enabled
the  Company to offset a portion  of the  effects of  inflation  and  continuing
internal  refinements  are expected to generate  further cost  reductions  going
forward.  Employment  related  expenses  such as medical  insurance  and workers
compensation coverage are projected to continue to increase in cost.


FORWARD LOOKING STATEMENTS

         This report contains certain  forward-looking  statements regarding the
Company,  its business  prospects and results of operations  that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause the  Company's  actual  business,  prospects  and results of operations to
differ  materially  from those that may be anticipated  by such  forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without limitation: the Company's ability to successfully and timely develop and
finance new projects,  the impact of competition on the Company's revenues,  and
changes in unit  prices,  supply and demand for the  Company's  tubing  products
especially in applications  serving the  commercial,  industrial and residential
construction industries.

         When  used,  words  such  as  "believes",   "anticipates",   "expects",
"continue",  "may", "plan", "predict",  "should",  "will", "intends" and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements. Readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  which speak
only as of the date of this report.  The Company  undertakes  no  obligation  to
revise  any   forward-looking   statements   in  order  to  reflect   events  or
circumstances that may subsequently arise. Readers are urged to carefully review
and consider the various  disclosures  made by the Company in this report,  news
releases,  and other reports filed with the Securities  and Exchange  Commission
that  attempt to advise  interested  parties of the risks and  factors  that may
affect the Company's business.


                                    Page 10


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION
                           ---------------------------


Item 1.  Legal Proceedings.

         There are no material legal proceedings known or threatened against the
Company.

Item 2.  Change in Securities.

         No class of registered securities of the Company have been materially
modified, and no class of registered securities have been materially limited or
qualified by the issuance or modification of any other class of securities of
the Company.

Item 3.  Defaults Upon Senior Securities.

         There have been no defaults of any terms of the Company's securities.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to a vote of the Securities Holders of the
Company during the quarterly period for which this report is filed.

Item 5.  Other Information.

         None

Item 6.  Exhibits and Reports on Form 8-K.

        (a)    No Exhibits have been submitted with this report

        (b)    Reports on Form 8-K.

               On  December 5, 2000 the Company  filed a Form 8-K  (pursuant  to
               Item  4 of  Form  8-K)  regarding  the  Company's  change  in its
               certifying accountant.




                                     Page 11


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                 SIGNATURE PAGE
                                 --------------


In accordance with the requirements of the Exchange Act , the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.


                                  THERMODYNETICS, INC.



 Date: February 14, 2001          By:  /s/  Robert A. Lerman
                                       -----------------------------------------
                                       Robert A. Lerman
                                       President


 Date: February 14, 2001          By:  /s/  Robert I. Lieberman
                                       -----------------------------------------
                                       Robert I. Lieberman
                                       Treasurer and Chief Financial Officer