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                  Commission File Number: 0-10707
December 31, 2003                                                       --------


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


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

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


-------------------------------------------------------------------------------
              (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, 2003
 --------------------------------               --------------------------------
   Common stock $.01 Par Value                          18,271,178 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, 2003 and March 31, 2003...................  3

                Consolidated Statements of Income
                  Three Months Ended December 31,
                  2003 and 2002..........................................  4

                Consolidated Statements of Income
                  Nine Months Ended December 31,
                  2003 and 2002..........................................  5

                Consolidated Statements of Cash Flows
                  Nine Months Ended December 31,
                  2003 and 2002..........................................  6

                  Notes to Consolidated Financial Statements.............  7-10

    Item 2.     Management's Discussion and Analysis or
                  Plan of Operation .....................................  11-13

    Item 3.     Controls and Procedures .................................  14


  PART II       OTHER INFORMATION

    Item 1.     Legal Proceedings........................................  15

    Item 2.     Changes in Securities....................................  15

    Item 3.     Defaults Upon Senior Securities..........................  15

    Item 4.     Submission of Matters to a Vote of Security Holders......  15

    Item 5.     Other Information........................................  15

    Item 6.     Exhibits and Reports on Form 8-K.........................  15

  SIGNATURE PAGE ........................................................  16




                                     Page 2
<PAGE>



                          PART I: FINANCIAL INFORMATION

ITEM 1.  Financial Statements.
         --------------------
                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                         ASSETS
                         ------
                                                                      December 31,            March 31,
                                                                          2003                  2003
                                                                      ------------         ------------
                                                                       (Unaudited)           (Audited)
CURRENT ASSETS
--------------
<S>                                                                  <C>                  <C>
  Cash ...............................................................$      1,952         $      1,752
  Accounts Receivable, Net ...........................................   2,133,710            1,048,856
  Inventories ........................................................   2,094,220            1,557,339
  Prepaid Expenses and Other Current Assets ..........................     323,818              226,184
                                                                      ------------         ------------
    Total Current Assets .............................................   4,553,700            2,834,131
                                                                      ------------         ------------

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
  Property, Plant and Equipment - At Cost ............................  17,242,272           12,516,143
  Less: Accumulated Depreciation .....................................   7,826,981            5,965,336
                                                                      ------------         ------------
   Property, Plant, and Equipment - Net ..............................   9,415,291            6,550,807
                                                                      ------------         ------------

OTHER ASSETS
------------
  Intangible Assets - Net of Amortization ............................   1,293,476               93,741
  Officers' Life Insurance Receivable ................................     168,298              860,478
  Investment in Foreign Company ......................................      94,856               94,856
  Deposits and Other Assets ..........................................     312,329               28,690
  Goodwill ...........................................................     537,000                  -0-
                                                                      ------------         ------------
    Total Other Assets ...............................................   2,405,959            1,077,765
                                                                      ------------         ------------

TOTAL ASSETS .........................................................$ 16,374,950         $ 10,462,703
                                                                      ============         ============

   LIABILITIES AND STOCKHOLDERS' EQUITY
   ------------------------------------

CURRENT LIABILITIES
-------------------
  Accounts Payable ...................................................$  1,771,050         $  1,161,709
  Accrued Taxes and Expenses .........................................     321,725              173,379
  Current Portion of Long-Term Debt ..................................     530,887              399,615
  Notes Payable - Bank ...............................................   1,874,938              741,058
  Notes Payable- Other ...............................................     550,000                  -0-
  Other Current Liabilities ..........................................     100,000                  -0-
                                                                      ------------         ------------
    Total Current Liabilities ........................................   5,148,600            2,475,761
                                                                      ------------         ------------

DEFERRED INCOME TAXES ................................................     220,000               50,000
LONG-TERM DEBT .......................................................   6,121,205            3,404,802

STOCKHOLDERS' EQUITY
--------------------
  Common Stock, Par Value $.01/Share, Authorized 25,000,000
  shares, issued 18,271,178 at 12/31/03 and 18,226,178 at 3/31/03 ....     182,711              182,262
  Additional Paid-in Capital .........................................   5,506,601            5,503,225
  Less:  Stock Subscriptions Receivable ..............................     140,645              140,645
  Retained Earnings (Deficit) ........................................    (663,522)          (1,012,702)
                                                                      ------------         ------------
    Total Stockholders' Equity .......................................   4,885,145            4,532,140
                                                                      ------------         ------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........................$ 16,374,950         $ 10,462,703
                                                                      ============         ============

</TABLE>

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

                                     Page 3
<PAGE>




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


<TABLE>
<CAPTION>

                                                                          2003                 2002
                                                                      ------------         ------------

<S>                                                                  <C>                  <C>
    Net Sales .....................................................   $  4,600,963         $  2,550,470

    Cost of Goods Sold ............................................      3,452,368            1,816,369
                                                                      ------------         ------------

    Gross Profit ..................................................      1,148,595              734,101

    Selling, General & Administrative Expenses ....................        881,984              573,814
                                                                      ------------         ------------

    Income From Operations ........................................        266,611              160,287

    Other Income (Expense)
         Interest Expense, Net ....................................       (108,010)             (92,789)
         Other - Net ..............................................         (1,800)              (1,800)
                                                                      ------------         ------------
         Total Other Income (Expense) .............................       (109,810)             (94,589)
                                                                      ------------         ------------

    Income Before Income Taxes ....................................        156,801               65,698

    Provision for Income Taxes ....................................         20,000               10,000
                                                                      ------------         ------------

    Net Income ....................................................   $    136,801         $     55,698
                                                                      ============         ============
    Earnings per Share-Basic ......................................   $        .01         $        NIL
                                                                      ============         ============

    Earnings per Share-Diluted ....................................   $        .01         $        NIL
                                                                      ============         ============

    Weighted Average Shares Outstanding- Basic ....................     18,271,178           18,083,076
                                                                      ============         ============
    Weighted Average Shares Outstanding- Diluted ..................     18,271,178           18,083,076
                                                                      ============         ============
</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>


                                                                      2003                    2002
                                                                   ------------            ------------

<S>                                                               <C>                     <C>
    Net Sales .....................................................$ 11,786,101            $  8,307,786

    Cost of Goods Sold ............................................   8,671,014               5,994,928
                                                                   ------------            ------------

    Gross Profit ..................................................   3,115,087               2,312,858

    Selling, General & Administrative Expenses ....................   2,258,621               1,636,755
                                                                   ------------            ------------

    Income From Operations ........................................     856,466                 676,103

    Other Income (Expense)
         Interest Expense, Net ....................................    (300,012)               (280,971)
         Other - Net ..............................................    (107,275)                (43,642)
                                                                   ------------            ------------
         Total Other Income (Expense) .............................    (407,287)               (324,613)
                                                                   ------------            ------------

    Income Before Income Taxes ....................................     449,179                 351,490

    Provision for Income Taxes ....................................     100,000                  10,000
                                                                   ------------            ------------

    Net Income ....................................................$    349,179            $    341,490
                                                                   ------------            ------------

    Earnings per Share-Basic ......................................$        .02            $        .02
                                                                   ============            ============

    Earnings per Share-Diluted ....................................$        .02                     .02
                                                                   ============            ============

    Weighted Average Shares Outstanding- Basic ....................  18,242,051              18,016,653
                                                                   ============            ============
    Weighted Average Shares Outstanding- Diluted ..................  18,242,051              18,016,653
                                                                   ============            ============
</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>

                                                                         2003                  2002
                                                                      -----------          -----------

OPERATING ACTIVITIES:
---------------------
<S>                                                                  <C>                  <C>
Net income ........................................................   $   349,179          $   341,490
         Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
Realized loss on impairment of securities .........................           -0-               18,237
Reduction of officers' life insurance receivable ..................       102,875                  -0-
Depreciation and amortization .....................................       408,354              256,447
Deferred tax provision ............................................       100,000               10,000
Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable .......................      (344,068)            (157,048)
    Decrease (increase) in prepaid expenses and....................        (4,926)               8,353
        other assets
    Decrease (increase) in accounts receivable ....................      (207,239)             165,126
    Decrease (increase) in inventories ............................      (213,686)              23,231
    Increase (decrease) in accrued taxes and expenses .............        45,386              (81,642)
                                                                      -----------          -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES .........................       235,875              584,194
                                                                      -----------          -----------
INVESTING ACTIVITIES:
---------------------
Purchases of property, plant and equipment ........................      (931,349)            (432,832)
Acquisition of Vulcan Industries, Inc. ............................      (764,051)                 -0-
Issuance of stock bonuses to employees ............................         3,825                  -0-
Proceeds from officers' life insurance policies ...................       637,485                  -0-
Proceeds from sales of marketable securities ......................           -0-                3,963
Other (increase) decrease in officers life insurance ..............       (16,559)             (51,682)
Proceeds from exercise of stock options ...........................           -0-               30,000
                                                                      -----------          -----------
NET CASH (USED IN) INVESTING ACTIVITIES ...........................    (1,070,649)            (450,551)
                                                                      -----------          -----------
FINANCING ACTIVITIES:
---------------------
Net proceeds (payments) on revolving and term debt ................       834,774             (149,704)
                                                                      -----------          -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                                          834,774             (149,704)
                                                                      -----------          -----------

INCREASE (DECREASE) IN CASH .......................................           -0-              (16,061)
CASH AT BEGINNING OF PERIOD .......................................         1,952               18,010
                                                                      -----------          -----------

CASH AT END OF PERIOD .............................................   $     1,952          $     1,949
                                                                      ===========          ===========
</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  accounting  principles  generally  accepted in the United States have been
condensed or omitted.  The results of  operations  for the three and nine months
ended December 31, 2003 and December 31, 2002 are not necessarily  indicative of
the results to be expected for the full year.


NOTE 2: INVENTORIES
        -----------

Inventories consist of the following at:

                              December 31, 2003      March 31, 2003
                              -----------------      --------------
      Raw materials             $ 1,183,614           $   704,249
      Work-in-process                46,135                29,248
      Finished goods                864,471               823,842
                                -----------           -----------
                                $ 2,094,220           $ 1,557,339
                                ===========           ===========

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


NOTE 3: EARNINGS PER SHARE
        ------------------

The Company has adopted  Statement of Financial  Accounting  Standards  No. 128,
"Earnings  per  Share"  (SFAS  128).  Earnings  per share for the three and nine
months  ended  December  31, 2003 and  December  31, 2002 have been  computed in
accordance with this pronouncement, based on the weighted average of outstanding
shares during the periods.  The weighted  average numbers of shares  outstanding
used in the calculations are as follows:
<TABLE>
<CAPTION>

                                      Three Months Ended Dec 30   Nine Months Ended Dec 30
                                         2003           2002         2003          2002
                                         ----           ----         ----          ----
<S>                                  <C>            <C>          <C>           <C>
Weighted Average Shares - (Basic)     18,271,178     18,083,076   18,242,051    18,016,653
Assumed Conversion of Stock Options      -0-            -0-          -0-        -0-
                                      ----------     ----------   ----------    ----------
Weighted Average Shares- (Diluted)    18,271,178     18,083,076   18,242,051    18,016,653
                                      ==========     ==========   ==========    ==========
</TABLE>

NOTE 4: INCOME TAXES
        ------------

The  Company  adopted  Statement  of  Financial  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 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:


                                     Page 7
<PAGE>


<TABLE>
<CAPTION>

                                             December 31, 2003       March 31, 2003
                                             -----------------       --------------
 <S>                                        <C>                       <C>
Assets:
  Uniform capitalization adjustment .....    $    23,000               $    23,000
  Net operating loss carryforward .......        483,000                   522,000
  Investment tax credits ................        144,000                   144,000
  Write down of marketable security .....        144,000                   144,000
  Other .................................         59,000                    42,000
                                             -----------               -----------
                                                 853,000                   875,000
                                             -----------               -----------
 Liabilities:
  Accelerated depreciation ..............     (1,073,000)                 (925,000)
                                             -----------               -----------
                                              (1,073,000)                 (925,000)
                                             -----------               -----------
 Net deferred tax asset (liability) .....    $  (220,000)              $   (50,000)
                                             ===========               ===========
</TABLE>

At December 31,  2003,  the Company had net  operating  loss  carryforwards  of
approximately $1,458,000 expiring from 2004 to 2023.


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".

                                         Nine Months Ended  December 31,
                                         -------------------------------
                                               2003            2002
                                               ----            ----
 Cash payments for interest                $ 300,012        $ 280,971
 Issuance of common stock to401(k) plan    $   -0-          $   6,000

The Company  purchased  all of the capital stock of Vulcan  Industries,  Inc for
$2,014,000.  In conjunction  with the  acquisition,  liabilities were assumed as
follows:

               Fair value of assets acquired         $4,578,000
               Cash paid for the capital stock         (764,000)
               Debt issued for capital stock         (1,250,000)
                                                     ----------
               Liabilities assumed                   $2,564,000
                                                     ==========

During the nine months ended December 31, 2003,  debt of $1,495,516 was incurred
in the purchase of machinery and equipment.

NOTE 6: FINANCIAL ACCOUNTING STANDARDS
        ------------------------------

On  April 1,  2002,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  (SFAS) No. 142  "Goodwill  and Other  Intangible  Assets."  Under the
provisions  of this  Statement,  goodwill and  intangible  assets deemed to have
indefinite  lives are no  longer  subject  to  amortization.  Annual  impairment
testing must be performed on these assets using guidance and criteria  described
in the statement. All other intangible assets are amortized over their estimated
future lives.  In accordance  with SFAS 142, the Company has determined that the
carrying value of its  intangible  assets with  indefinite  lives as of April 1,
2002 (date of transition) and March 31, 2003 was not impaired.  Accordingly, the
financial  statements do not recognize any  impairment  losses for the year then
ended.

During 2001, the Financial  Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS"),  SFAS No.  143  "Accounting  for
Retirement   Obligations,"  which  provides  the  accounting   requirements  for
retirement  obligations  associated with tangible  long-lived  assets.  SFAS 143
would be  effective  for the  Company's  fiscal  year  ending  March  31,  2004.


                                     Page 8
<PAGE>

Management  believes  that  adoption of this  statement  will not  significantly
impact the Company's financial statements.

In December,  2002, the Financial  Accounting Standards Board (FASB) issued SFAS
No. 148,  "Accounting for Stock-Based  Compensation-Transition  and Disclosure."
This statement amends SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
to provide  alternative  methods of  transition  for a  voluntary  change to the
Fair-value-based method of accounting for stock-based employee compensation.  In
addition,  this statements  amends the disclosure  requirements of SFAS 123. The
Company  accounts  for  stock-based   employee   compensation   arrangements  in
accordance  with the provisions of APB No. 25,  "Accounting  for Stock Issued to
Employees".

In January 2003, FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities,"  ("VIE's") was issued.  This interpretation  clarifies  situations in
which  entities  shall be  subject  to  consolidation.  This  interpretation  is
effective for all VIE's created  after  January 31, 2002.  The Company  believes
that the  adoption  of this  interpretation  will not  have  any  effect  on its
financial statements.

NOTE 7: ACQUISITION OF VULCAN INDUSTRIES, INC.
        --------------------------------------

In  August,  2003 the  Company  purchased  100% of the  common  stock of  Vulcan
Industries,  Inc, a Michigan  manufacturer  of fabricated  metal tubing products
serving the automotive,  furniture and appliance industries.  The acquisition of
Vulcan provides the Company with enhanced  competencies in its core technologies
and is  expected to assist in  developing  additional  markets for the  combined
entity. The aggregate purchase price of $2,014,000, including fees and expenses,
was  financed  with a  combination  of cash,  term and  revolving  debt from the
Company's  primary  lender and notes  payable  to the  selling  shareholders.  A
portion of the cash used for the acquisition was obtained  through the surrender
of officers' life insurance  policies.  The difference between the cash proceeds
and the Company's long term receivable relating to these policies, $103,000, was
charged to earnings during the current period.  Concurrent with the acquisition,
term loan credit facilities in the maximum amount of $2,150,000 were arranged to
finance machinery,  equipment and related costs associated with a new production
supply  agreement  scheduled  to begin in calendar  year 2004.  Of that  amount,
approximately $255,000 remained unfunded as of December 31, 2003.

The acquisition was accounted for as a purchase, and Vulcan has been included in
the  Company's  consolidated  financial  statements  since  August 1, 2003.  The
acquisition cost consisted of the following (rounded in thousands):

                        Cash paid for stock            $  500,000
                        Debt issued for stock           1,250,000
                        Transaction fees and expenses     264,000
                                                       ----------
                        Total acquisition cost         $2,014,000
                                                       ==========

The  acquisition  cost was allocated to the net tangible and  intangible  assets
acquired,  with the balance classified as goodwill,  based on the estimated fair
values at the date of the purchase, as follows (rounded in thousands):




                                     Page 9
<PAGE>



            Accounts receivable                               $  878,000
            Inventory                                            323,000
            Other current and long-term assets                   106,000
            Property and equipment                             1,534,000
            Amortizable intangible assets                        500,000
            Intangible assets not subject to amortization        700,000
            Goodwill (all deductible for tax purposes)           537,000
            Liabilities                                       (2,564,000)
                                                              ----------
                        Total                                 $2,014,000
                                                              ==========

Amortizable  intangible  assets consist of proprietary  technical  knowledge and
customer  relationships,  to be  amortized  over  periods  ranging from 25 to 30
years.  Intangible assets not subject to amortization  represent unpatented core
technology and general manufacturing processes and procedures.

Unauditedpro  forma combined results of operations of the Company and Vulcan for
the current interim period and the corresponding interim period of the preceding
year, assuming the acquisition  occurred at the beginning of the periods, are as
follows:

                                    Nine Months Ended          Nine Months Ended
                                    December 31, 2003          December 31, 2002
                                    -----------------          -----------------
Net revenues                            13,825,000                 13,446,000
Net income                                 324,000                    224,000
Net income per share - diluted              .02                         .01



                                     Page 10
<PAGE>




                      THERMODYNETICS, INC. AND SUBSIDIARIES


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

          RESULTS OF OPERATIONS
          ---------------------

         Net sales for the three  months  ended  December  31, 2003 totaled $4.6
million  compared to $2.6 million for the comparable  quarter of the prior year.
For the nine month periods, net sales in the current year were $11.8 million vs.
$8.3 million for the prior fiscal year.  In August,  2003 the Company  purchased
Vulcan  Industries,  Inc, a Michigan  manufacturer  of  fabricated  metal tubing
products   serving  the   automotive,   furniture  and   appliance   industries.
Consolidated  net sales of the Company for the current  quarter and year to date
periods include $1.5 million and $2.4 million,  representing Vulcan's operations
for those periods.  Excluding these sales, revenues for the Company increased by
$527,000 (20%) and  $1,050,000  (13%),  respectively,  for the current three and
nine month periods compared to the prior year.
          Applications   for  the  Company's  heat   exchangers  in  residential
construction,  boiler tubes and swimming pool heat pumps exhibited  strong sales
during the first nine  months of fiscal  2004,  accounting  for the  significant
increase in revenues from the Company's historical operations. Sales relating to
automotive  applications  through the Company's  Vulcan  subsidiary added to the
increased sales in both the December  quarter and year to date periods.  Despite
continued  lower  interest  rates,  demand for products used in  commercial  and
industrial applications remained modest, consistent with the prior year periods.
          For the fiscal year ending March 31,  2004,  the expected net revenues
contributed by Vulcan are anticipated to be approximately $4 million, reflecting
the  operations  for the eight  months  since its  acquisition  in August  2003.
Vulcan's  revenue base is expected to increase to the $11 million  level for the
fiscal year  ending  March 31,  2005 as a result of new  business  with a Tier I
automotive supplier scheduled to begin in fiscal 2005. Consolidated revenues for
Thermodynetics  are  expected to  approximate  $22 million for fiscal year 2005,
assuming no increases or decreases in other markets.
         Gross profit  margins  declined in the current  period  versus the same
period last year (25% vs. 29% of net sales) and for the comparable  year to date
periods (26% vs. 28% of net sales).  The  acquisition  of Vulcan  introduced the
Company into new markets for its tubing  products,  principally  automotive  and
related  applications.  These products tend to feature large volume requirements
that  have  higher  direct  costs as a  percentage  of  selling  price  than the
Company's   historical  product  mix.  Coaxial  coil  applications  have  higher
engineering  and value added content,  thereby  generating  higher  contribution
margins. In addition, commodity prices of metals, principally copper and nickel,
has risen sharply during the current quarter to their highest levels in the past
six years.  The  Company  has seen  significant  increases  in tubing  costs and
current  indications are for a continued  escalation in material costs extending
for much of calendar year 2004; it is anticipated that contribution margins will
continue to be negatively impacted. A portion of the cost escalation is expected
to be passed on to customers as pricing  adjustments,  however the net effect is
likely to result in lower gross margins over the coming  quarters.  Direct labor
unit costs and manufacturing  overhead expenses remained flat as slightly higher
labor rates and employee related expenses were largely offset by improvements in
manufacturing efficiency and productivity.
         Selling, general and administrative expenses increased by approximately
$308,000 and $622,000  over the  comparable  three and nine month periods of the
prior year. In addition to the inclusion of non-manufacturing  overhead expenses
generated by Vulcan since its acquisition, the Company made several additions to
staffing  in  sales  application  engineering,   customer  support  and  quality
engineering  functions  during  early  fiscal  2004 and the later  stages of the
fiscal year ended March 31, 2003. As the Company  plans on further  additions to
its marketing and engineering staffs,  future period operating expenses are also
expected to increase.
         Interest  expense  increased  during  both the current and year to date
periods  as a  result  of debt  obligations  incurred  in  conjunction  with the
acquisition and inclusion of Vulcan's  existing debt as of the date of purchase.
In addition,  in conjunction with a large multi-year supply agreement  scheduled


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<PAGE>

to commence in early fiscal 2005,  Vulcan is acquiring  machinery  and equipment
totaling in excess of $2 million.
         Income before income taxes for the three months ended December 31, 2003
was $157,000 as compared to $66,000 for the prior year,  approximately 3% of net
sales for each period. For the year to date periods, net income before taxes was
$449,000 in fiscal  year 2004 and  $351,000 in fiscal year 2003 (5% of net sales
in both  periods).  During the current  year,  provisions  for deferred  federal
income  taxes of $20,000 and  $100,000  for the three and nine month period were
recorded to reflect the  utilization  of net  operating  losses.  A provision of
$10,000 was  required for both the quarter and year to date periods last year as
other timing differences offset the calculated income tax effect on earnings.


         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

         At December 31, 2003 working capital was a negative  $595,000  compared
to a positive  $358,000 at March 31, 2003,  primarily  resulting from short term
debt issued by the Company in conjunction  with the  acquisition  of Vulcan.  In
addition,  at the time of the purchase,  Vulcan had a negative  working  capital
position.  On a consolidated basis, current assets increased by $1.7 million and
total assets increased by $5.9 million over March 31, 2003. Consolidated current
liabilities increased by $2.6 million for the same period,  reflecting the short
term financing costs relating to the purchase of Vulcan.
         Excluding the net assets acquired upon the purchase of Vulcan, accounts
receivable   increased  by  $207,000  reflecting  the  significant  increase  in
shipments during the year.  Concurrently,  inventories increased by $213,000 due
to increased production  activities,  higher costs for tubing containing primary
metals and Vulcan's  preparation of manufacturing  for the new business expected
to commence in fiscal 2005.  Accounts payable  decreased by over $344,000 in the
same period as cash flow  generated  from  operations  was used to reduce  trade
debt.
         Investing  activities  relating  to  purchases  of  fixed  assets  from
historical operations were slightly reduced in the current period as the Company
completed  several  large  projects  during the 2003  fiscal  year.  Significant
capital expenditures were made at Vulcan relating to the new business commencing
in the months prior to  acquisition  and  continued  through  December  2003. In
August 2003 the Company  surrendered  certain  officer life insurance  policies,
generating  $637,000 in cash proceeds.  These funds,  plus internally  generated
cash,  aggregating  $764,000,  were used for the cash portion of the purchase of
Vulcan.  The balance of the  acquisition  costs was financed with  revolving and
term debt from the Company's  primary lender.  This added debt is expected to be
repaid  during the next 5 years  through  cash flow  generated  by the  combined
operations.
         Net  cash  proceeds  from  financing  activities  in the  period  ended
December 31, 2003 was $834,000 as compared to net cash payments on revolving and
term debt of $150,000 for the comparable period of the prior year. Excluding the
financing  of the  Vulcan  acquisition  and  funding  of  equipment  for the new
supplier contract,  the overall level of debt carried by the Company in both the
current and prior year periods decreased.
         Cost  increases  continue  to  play  a  more  significant  role  in the
Company's day-to-day operations as pricing pressures created in part by weakened
demand in certain markets coupled with  international  competitors  restrict the
Company's  ability to fully recover the added costs and expenses detailed above.
Improvements in manufacturing processes and procedures should enable the Company
to offset a portion  of the  effects of  increased  costs of raw  materials  and
continuing   internal   refinements  are  expected  to  generate   ongoing  cost
reductions.  Increases in interest  rates will impact both the Company's cost of
borrowing to fund future  growth as well as the ability of its customers to sell
products in markets sensitive to interest rate fluctuations.



         FINANCIAL ACCOUNTING STANDARDS
         ------------------------------

         On April 1, 2002, the Company adopted Statement of Financial Accounting
Standards  (SFAS) No. 142  "Goodwill  and Other  Intangible  Assets."  Under the

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<PAGE>


provisions  of this  Statement,  goodwill and  intangible  assets deemed to have
indefinite  lives are no  longer  subject  to  amortization.  Annual  impairment
testing must be performed on these assets using guidance and criteria  described
in the statement. All other intangible assets are amortized over their estimated
future lives.  In accordance  with SFAS 142, the Company has determined that the
carrying value of its  intangible  assets with  indefinite  lives as of April 1,
2002 (date of transition) and March 31, 2003 was not impaired.  Accordingly, the
financial  statements do not recognize any  impairment  losses for the year then
ended.
         During 2001, the Financial  Accounting  Standards Board ("FASB") issued
Statement of Financial Accounting  Standards ("SFAS"),  SFAS No. 143 "Accounting
for Retirement  Obligations,"  which provides the  accounting  requirements  for
retirement  obligations  associated with tangible  long-lived  assets.  SFAS 143
would be  effective  for the  Company's  fiscal  year  ending  March  31,  2004.
Management  does not believe that adoption of this statement will  significantly
impact the Company's financial statements.
         In December,  2002,  the Financial  Accounting  Standards  Board (FASB)
issued SFAS No. 148,  "Accounting  for Stock-Based  Compensation-Transition  and
Disclosure."  This statement  amends SFAS No. 123,  "Accounting  for Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the  Fair-value-based  method of accounting for  stock-based  employee
compensation. In addition, this statements amends the disclosure requirements of
SFAS  123.  The  Company   accounts  for   stock-based   employee   compensation
arrangements  in accordance  with the provisions of APB No. 25,  "Accounting for
Stock Issued to Employees".
         In January 2003, FASB Interpretation No. 46, "Consolidation of Variable
Interest  Entities,"   ("VIE's")  was  issued.  This  interpretation   clarifies
situations  in  which   entities  shall  be  subject  to   consolidation.   This
interpretation  is effective for all VIE's  created after January 31, 2002.  The
Company does not believe that the adoption of this  interpretation will have any
effect on its financial statements.


FORWARD LOOKING STATEMENTS
--------------------------

         This  quarterly  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 product line
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 13
<PAGE>




ITEM 3            CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures -
            Management  believes  that the  Company's  disclosure  controls  and
procedures  (as defined in the  Securities  Exchange Act of 1934 (the  "Exchange
Act")) as of the end of the reported  period  provide the  material  information
required  to be  disclosed  by the  Company in reports  that it files or submits
under the Exchange Act within the specified time periods under the Exchange Act.
No significant  deficiencies or material  weaknesses in such disclosure controls
and procedures requiring corrective actions were uncovered.
         Following the August 2003 acquisition of Vulcan Industries, the Company
began a review of Vulcan's  accounting  systems and procedures.  The process was
not yet complete as of the filing date of this report.  Based on its findings to
date, management believes that the internal controls over financial reporting at
Vulcan are  acceptable  and it has instituted  several  projects,  including the
implementation  of an  integrated  information  technology  system,  to  further
strengthen these controls.  The installation is planned to be completed by March
31, 2004.


(b) Changes in internal controls -
         There were no significant  changes made and no corrective actions taken
in the Company's internal controls over financial  reporting or in other factors
that has materially affected,  or is reasonably likely to materially affect, the
Company's  internal  control over financial  reporting that occurred  during the
quarter ended for this report.







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<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.

         At the annual meeting of  shareholders  of the Company held on October
30, 2003,  Robert A. Lerman,  John F.  Ferraro,  Anthony C.  Mirabella,  John J.
Hughes and Fred H.  Samuelson  were elected  directors of the Company,  to serve
until their successors are elected and qualified.

          NOMINEE OR MATTER        FOR            AGAINST   ABSTAIN    NOT VOTED
          -----------------        ---            -------   --------   ---------
          John F. Ferraro          11,959,708     50,865       --         --
          Robert A. Lerman         11,959,008     51,565       --         --
          Anthony C. Mirabella     11,950,193     60,380       --         --
          John J. Hughes           11,950,293     60,280       --         --
          Fred H. Samuelson        11,950,293     60,280       --         --
..

ITEM 5.  OTHER INFORMATION.

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits:

         Rule 13a-14(a) / 15d-14(a) Certifications:
            o  Exhibit 31(a)     Certification of Chief Executive Officer.
            o  Exhibit 31(b)     Certification of Chief Financial Officer.

         Section 1350 Certifications:
            o  Exhibit 32(a)     Certification of Chief Executive Officer.
            o  Exhibit 32(b)     Certification of Chief Financial Officer.







                                     Page 15
<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 10, 2004          By:      /s/  Robert A. Lerman
                                        ----------------------------------------
                                        Robert A. Lerman
                                        President and Chief Executive Officer


Date: February 10, 2004          By:      /s/  Robert I. Lieberman
                                        ----------------------------------------
                                        Robert I. Lieberman
                                        Treasurer and Chief Financial Officer








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