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 September 30, 2001

                                                 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              (I.R.S. Employer Identification No.)
of Incorporation or Organization)


     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 September 30, 2001
Common stock $.01 Par Value                           13,848,110 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
                 September 30, 2001 and March 31, 2001.....................    3

              Consolidated Statements of Income and Comprehensive
                 Income Three Months Ended September 30,
                 2001 and 2000.............................................    4

              Consolidated Statements of Income and Comprehensive
                 Income Six Months Ended September 30,
                  2001 and 2000............................................    5

              Consolidated Statements of Cash Flows
                 Six Months Ended September 30,
                 2001 and 2000.............................................    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>
                                                              September 30,        March 31,
                                                                   2001              2001
                                                              ------------       ------------
                                                               (Unaudited)        (Audited)
<S>                                                           <C>                <C>
CURRENT ASSETS
  Cash                                                        $      3,466       $     15,283
  Accounts Receivable, Net                                       1,324,838          1,319,100
  Inventories                                                    1,750,012          1,756,837
  Prepaid Expenses and Other Current Assets                        310,076            253,754
                                                              ------------       ------------
    Total Current Assets                                         3,388,392          3,344,974
                                                              ------------       ------------

PROPERTY , PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                       11,598,688         11,328,260
  Less: Accumulated Depreciation                                 5,467,921          5,308,059
                                                              ------------       ------------
    Property, Plant, and Equipment - Net                         6,130,767          6,020,201
                                                              ------------       ------------

OTHER ASSETS
  Undeveloped Land Held for Investment                                 -0-            121,194
  Intangible Assets - Net of Amortization                           89,985             91,803
  Officers' Life Insurance                                         765,828            731,374
  Investment in Foreign Company                                     98,107            100,000
  Deposits and Other                                                 8,187              9,072
  Marketable Equity Securities, at Market                           74,000             76,960
                                                              ------------       ------------
    Total Other Assets                                           1,036,107          1,130,403
                                                              ------------       ------------
TOTAL ASSETS                                                  $ 10,555,266       $ 10,495,578
                                                              ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                            $  1,255,886       $  1,303,837
  Accrued Taxes and Expenses                                        34,806             80,334
  Current Portion of Long-Term Debt                                361,184            384,803
  Notes Payable - Bank                                           1,758,072          1,828,824
                                                              ------------       ------------
    Total Current Liabilities                                    3,409,948          3,597,798
                                                              ------------       ------------

DEFERRED INCOME TAXES                                               20,000             20,000
LONG-TERM DEBT                                                   2,975,668          2,929,343

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 13,980,008 shares
    at 9/30/01 and 13,780,008 at 3/31/01                           139,800            137,800
  Additional Paid-in Capital                                     5,316,398          5,307,398
  Less:  Treasury Stock, 131,898 shares, at Cost                   164,564            164,564
  Less:  Accumulated Other Comprehensive Loss                      370,000            367,040
  Retained Earnings (Deficit)                                     (771,984)          (965,157)
                                                              ------------       ------------
    Total Stockholders' Equity                                   4,149,650          3,948,437
                                                              ------------       ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                        $ 10,555,266       $ 10,495,578
                                                              ============       ============
</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 SEPTEMBER 30,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       2001               2000
                                                   ------------       ------------
                                                                       (Restated)
<S>                                                <C>                <C>
Net Sales                                          $  3,116,355       $  2,914,324

Cost of Goods Sold                                    2,444,170          2,151,897
                                                   ------------       ------------

Gross Profit                                            672,185            762,427

Selling, General & Administrative Expenses              517,450            539,509
                                                   ------------       ------------

Income From Operations                                  154,735            222,918
                                                   ------------       ------------

Other Income (Expense)
   Interest Expense, Net                               (126,802)          (150,325)
   Other - Net                                           31,010             (4,785)
                                                   ------------       ------------
   Total Other Income (Expense)                         (95,792)          (155,110)
                                                   ------------       ------------

Income Before Income Taxes                               58,943             67,808

Provision for Income Taxes                                  -0-                -0-
                                                   ------------       ------------
Income Before Cumulative Effect of
   Accounting Change                                     58,943             67,808

Cumulative Effect of Accounting Change, Net
   Of Income Tax Benefit                                    -0-                -0-
                                                   ------------       ------------
Net Income                                               58,943             67,808

Other Comprehensive Income (Loss), net of tax
   Unrealized holding gains during the period           (37,000)           (25,456)
                                                   ------------       ------------
                                                        (37,000)           (25,456)
                                                   ------------       ------------

Comprehensive Income                               $     21,943       $     42,352
                                                   ------------       ------------

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

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

Weighted Average Shares Outstanding- Basic           13,980,008         13,780,008
                                                   ============       ============

Weighted Average Shares Outstanding- Diluted         16,309,175         16,835,271
                                                   ============       ============
</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 SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       2001               2000
                                                   ------------       ------------
                                                                       (Restated)
<S>                                                <C>                <C>
Net Sales                                          $  6,171,719       $  6,101,168

Cost of Goods Sold                                    4,751,157          4,513,574
                                                   ------------       ------------

Gross Profit                                          1,420,562          1,587,594

Selling, General & Administrative Expenses            1,008,651          1,055,373
                                                   ------------       ------------

Income From Operations                                  411,911            532,221
                                                   ------------       ------------

Other Income (Expense)
   Interest Expense, Net                               (247,040)          (301,813)
   Other - Net                                           28,302             (4,570)
                                                   ------------       ------------
   Total Other Income (Expense)                        (218,738)          (306,383)
                                                   ------------       ------------

Income Before Income Taxes                              193,173            225,838

Provision for Income Taxes                                  -0-                -0-
                                                   ------------       ------------
Income Before Cumulative Effect of
   Accounting Change                                    193,173            225,838

Cumulative Effect of Accounting Change, Net
   Of Income Tax Benefit of $53,000                         -0-           (103,846)
                                                   ------------       ------------
Net Income                                              193,173            121,992

Other Comprehensive Income (Loss), net of tax
   Unrealized holding gains during the period            (2,960)           (25,456)
                                                   ------------       ------------

                                                         (2,960)           (25,456)
                                                   ------------       ------------

Comprehensive Income                               $    190,213       $     96,536
                                                   ------------       ------------

Earnings per Share-Basic                           $        .01       $        .01
                                                   ============       ============

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

Weighted Average Shares Outstanding- Basic           13,880,554         13,681,647
                                                   ============       ============

Weighted Average Shares Outstanding- Diluted         16,209,721         16,799,147
                                                   ============       ============
</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 SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                               2001            2000
                                                            ---------       ---------
                                                                            (Restated)
<S>                                                         <C>             <C>
OPERATING ACTIVITIES:
  Net income                                                $ 193,173       $ 121,992
    Adjustments to reconcile net income to net
      cash provided by (used in) operating activities:
    Depreciation and amortization                             161,680         168,823
    Deferred tax provision                                        -0-             -0-
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                   (47,951)         36,293
    Decrease (increase) in prepaid expenses and
      other assets                                            (55,437)       (125,624)
    Decrease (increase) in accounts receivable                 (5,738)         20,004
    Decrease (increase) in inventories                          6,825        (315,776)
    Increase (decrease) in accrued expenses                   (34,528)        (33,818)
                                                            ---------       ---------
NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES                                                  218,024        (128,106)
                                                            ---------       ---------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                 (270,428)       (256,597)
  Sale of land held for investment                            121,194             -0-
  (Increase) decrease  in other investments                     1,893          (1,528)
  (Increase) decrease in officers life insurance              (34,454)         71,406
                                                            ---------       ---------
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES                                                 (181,795)       (186,719)
                                                            ---------       ---------
FINANCING ACTIVITIES
  Net proceeds from revolving and term debt                   (48,046)        315,477
                                                            ---------       ---------
NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES                                                  (48,046)        315,477
                                                            ---------       ---------
INCREASE (DECREASE) IN CASH                                   (11,817)            652

CASH AT BEGINNING OF PERIOD                                    15,283           2,814
                                                            ---------       ---------

CASH AT END OF PERIOD                                       $   3,466       $   3,466
                                                            =========       =========
</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 of America
have been condensed or omitted.  The results of operations for the three and six
months  ended  September  30, 2001 and  September  30, 2000 are not  necessarily
indicative  of the  results to be  expected  for the full year.  The Company has
reported comprehensive income and its components (i.e. revenues, expenses, gains
and losses) on the face of the financial statements. All prior periods have been
restated to conform to the provisions of this statement.

NOTE 2: RESTATEMENT OF FINANCIAL INFORMATION

     The Company has  restated  its  financial  statements  for the period ended
September 30, 2000 to reflect  corrections in its accounting  procedures related
to split dollar  insurance  arrangements  maintained  by the  Company.  Retained
earnings  (deficit) as of April 1, 2000 has been adjusted for the effects of the
restatement  on prior years.  During the year ended March 31, 2001,  the Company
changed  its method of  computing  the IRS  section  61 income  related to split
dollar insurance  arrangements  maintained by the Company. The cumulative effect
of the change on prior  years,  of  $103,846,  is a  one-time  charge to income,
reflected in the earliest period in the year the change was made.

The impact of the adjustments on the Company's  financial  results as originally
reported is summarized below:

<TABLE>
<CAPTION>
                                                          Three Months Ended                  Six Months Ended
                                                          September 30, 2000                 September 30, 2000
                                                    As Reported       As Restated       As Reported        As Restated
                                                    -----------       -----------       -----------        -----------
<S>                                                   <C>               <C>               <C>                <C>
Income before provision for income taxes              $75,146           $67,808           $247,852           $225,838
Net income                                            $58,146           $67,808           $196,852           $121,992
Earnings per common share                                 NIL               NIL           $    .01           $    .01
Earnings per common share-assuming dilution               NIL               NIL           $    .01           $    .01
</TABLE>

NOTE 3: INVENTORIES

Inventories consist of the following at:

                                       September 30, 2001        March 31, 2001
                                       ------------------        --------------
Raw materials                             $  957,045               $  983,073
Work-in-process                              239,600                  239,600
Finished goods                               553,367                  534,164
                                          ----------               ----------
                                          $1,750,012               $1,756,837
                                          ==========               ==========

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

NOTE 4: 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 six months
ended September 30, 2001 and September


                                     Page 7
<PAGE>


30, 2000 have been computed 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                     Six Months Ended
                                             Sept 30, 2001     Sept 30, 2000        Sept 30, 2001     Sept 30, 2000
                                             -------------     -------------        -------------     -------------
<S>                                           <C>               <C>                  <C>               <C>
Weighted Average Shares - (Basic)             13,980,008        13,780,008           13,880,554        13,681,647
Assumed Conversion of Stock Options            2,329,167         3,055,263            2,329,167         3,117,500
                                              ----------        ----------           ----------        ----------
Weighted Average Shares- (Diluted)            16,309,175        16,835,271           16,209,721        16,799,147
                                              ==========        ==========           ==========        ==========
</TABLE>

NOTE 5: INCOME TAXES

     The Company adopted "Statement of Accounting  Standards No. 109, Accounting
For Income Taxes" (SFAS 109) effective April 1, 1994. The primary  components of
the  Company's  deferred tax assets and  liabilities  and the related  valuation
allowance are as follows:

                                             Sept 30, 2001        March 31, 2001
                                               ---------            ---------
Assets:
   Uniform capitalization adjustment           $  21,000            $  22,000
   Net operating loss carryforward               656,000              709,000
   Investment tax credits                        144,000              144,000
   Other                                         (15,000)              14,000
                                               ---------            ---------
                                                 806,000              889,000
                                               ---------            ---------
Liabilities:
   Accelerated depreciation                     (826,000)            (909,000)
                                               ---------            ---------
                                                (826,000)            (909,000)
                                               ---------            ---------
Net deferred tax  asset (liability)            $ (20,000)           $ (20,000)
                                               =========            =========

At September  30, 2001,  the Company had net  operating  loss  carryforwards  of
approximately $1,930,000 expiring from 2004 to 2011.

NOTE 6: 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".

<TABLE>
<CAPTION>
                                                                       6 Months Ended September 30,
                                                                          2001               2000
                                                                       ---------          ---------
<S>                                                                    <C>                <C>
Cash payments for interest                                             $ 247,040          $ 279,799
Issuance of common stock to 401(k) plan                                $  11,000          $  11,000
Valuation reserve to reflect long-term equity securities at market     $  (2,960)         $ (25,456)
</TABLE>


                                     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 September 30, 2001 totaled  $3,116,355
up 7% from the level of $2,914,324,recorded during the comparable quarter of the
prior year.  Sales for the  six-month  periods  were flat,  as the current  year
period was only $70,000 higher than that of the prior year.

     The strong sales performance in the second quarter was primarily  triggered
by  increased   requirements  for  products  used  in  water  source  heat  pump
applications and swimming pool heat pumps.  Although residential related product
markets  continued to exhibit  growth,  the lagging demand in the commercial and
industrial  sectors has exhibited no signs of a turnaround  and none is expected
in the near term.

     A  shift  in  product  mix  was  evident  in  the  current  quarter  as the
manufacture of a larger number of material  intensive units reduced gross margin
compared to the first three months of the fiscal year.  Production  requirements
for the upcoming  quarter are expected to again result in a comparable  blend of
coil  and  tubing  products  and  direct  cost  contribution  levels  should  be
consistent  with the three months ended  September  2001.  Overall sales volume,
however,  is  projected  to lag behind the  current  quarter  due to both normal
seasonal  declines in orders  compounded by increasing  signs of softness in the
economy  that  is  spreading  rapidly  over  many of the  previously  unaffected
portions of the Company's customer base.

     Cost of sales  aggregated  approximately  78% and 77% of net  sales for the
current  three  and six month  periods,  respectively,  versus  74% for the same
periods last year. Gross margins have declined in fiscal 2002 as the recovery of
increased  costs  continues  to be hampered  by the  inability  to  consistently
institute  price  increases due to global  competition and the lack of demand in
some markets. Direct labor costs and manufacturing overhead expenses were higher
than fiscal 2001 due to increases in base wage rates, employee benefit costs and
occupancy  related  expenses;  the  previously  mentioned  shift in product  mix
compounded these factors.

     Selling,  general and  administrative  expenses decreased in both the three
and six month periods of the current year as compared to fiscal 2001. Changes in
staffing  levels in engineering  and other  functions were made during the later
stages of last  fiscal  year,  which  are now  reflected  as part of lower  base
operating period costs in fiscal 2002.

     The Company has recently begun the conversion of its information processing
system to  enterprise  resource  planning  based  software.  The new system will
incorporate  all  major  functional  areas  including   planning,   procurement,
production,  finance,  costing, quality control and customer service. As modules
from the ERP package  continue to be brought on line,  overall  improvements  in
efficiency and lead-time reductions are expected to be realized.

     Interest  expense  decreased from $150,325 in the September 2000 quarter to
$126,802 in the current  period due to  decreases  in the prime  borrowing  rate
charged  by banks  aided by lower  average  levels of  revolving  debt.  For the
comparable six month periods, interest expense declined by approximately $50,000
in the current year compared to fiscal 2001.

     The  Company  restated  its  financial  statements  for  the  period  ended
September 30, 2000 to reflect a change in its accounting  procedures  related to
split dollar insurance arrangements maintained by the Company. Retained earnings
(deficit)  as of  April  1,  2000  has  been  adjusted  for the  effects  of the
restatement  in prior  years.  Also  during the year ended March 31,  2001,  the
Company  changed its method of  computing  the IRS section 61 income  related to
split dollar insurance  arrangements from the utilization of the government's PS
58 tables to the insurance  carrier's  annually  renewable term insurance rates.
The  cumulative  effect of the change on prior years of $103,846,  is a one-time
charge to income, reflected in the June 2000 quarter, the earliest period in the
year the change was made.

     LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2001,  working capital increased by $231,268 over March
31, 2001.  During the current year period  accounts  receivable and  inventories
remained  flat  compared to year-end  balances  despite the  increased  level of
sales.  Concurrently,  accounts  payable and accrued  expenses  were  reduced by
$82,479  during the same  period,  leading the  improvement  in working  capital
performance.


                                     Page 9
<PAGE>


     Net cash  generated  from  operations in the current year totaled  $218,024
compared  to net cash used by  operations  of $128,106 in the same period of the
prior year. During the six month period in fiscal 2001 inventories  increased by
over $300,000  while payables and accrued  expenses  remained flat. As a result,
additional  advances  under the revolving line of credit funded the shortfall in
cash required by operations.

     Investing  activities  relating  to  purchases  of fixed  assets  increased
slightly  from  the  prior  year  as  the  company  is  currently  engaged  in a
comprehensive  project to overhaul and supplement certain production  equipment.
The amount receivable from officer life insurance  policies increased by $34,454
in the September 2001 period  representing the current year funding of premiums.
The receivable decreased by $71,406 in the six-month period ended September 2000
as a result of the accounting changes for these policies in the prior year.

     Net  cash  provided  by  financing  activities  for  the six  months  ended
September  30, 2000 was  $315,477 as the  increases in  inventories  resulted in
additional  advances  against the revolving  line of credit.  During the current
year period there was a net repayment of term and  revolving  debt of $48,046 as
cash  generated  from  operations  was more than  sufficient  to fund the modest
increase in accounts receivable.

     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  during the coming
year.  Labor  markets for skilled and  semi-skilled  employees  have become more
favorable as layoffs in many  manufacturing  segments  have expanded the base of
available  employees.  However  there still  remains a shortage  of  experienced
technical support and engineering personnel that is expected to continue for the
foreseeable  future.  Employment related costs continue to escalate unabated and
the impact on future periods is unknown at this time.  Changes in interest rates
charged  by  financial  institutions  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.

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 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)  No reports on Form 8-K were filed  during the  quarter  for which this
          report is filed.


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<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: November 7, 2001                  By:  /s/  Robert A. Lerman
                                                  -----------------------------
                                                  Robert A. Lerman
                                                  President


Date: November 7, 2001                  By:  /s/  Robert I. Lieberman
                                                  -----------------------------
                                                  Robert I. Lieberman
                                                  Treasurer and Chief Financial
                                                  Officer


                                    Page 12