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, 2004 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              (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 September 30, 2004
---------------------------------              ---------------------------------
  Common stock $.01 Par Value                          19,713,582 Shares



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





                                     Page 1
<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX
                                      -----


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


  PART I         FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Consolidated Balance Sheets
                September 30, 2004 and March 31, 2004...................    3

             Consolidated Statements of Income
                Three Months Ended September 30,
                2004 and 2003...........................................    4

             Consolidated Statements of Income
                Six Months Ended September 30,
                2004 and 2003...........................................    5

             Consolidated Statements of Cash Flows
                Six Months Ended September 30,
                2004 and 2003...........................................    6

             Notes to Consolidated Financial Statements.................  7-9

    Item 2.  Management's Discussion and Analysis or
                                Plan of Operation ......................  10-12

    Item 3.  Controls and Procedures ...................................   12


  PART II        OTHER INFORMATION

    Item 1.  Legal Proceedings..........................................   13

    Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds.   13

    Item 3.  Defaults Upon Senior Securities............................   13

    Item 4.  Submission of Matters to a Vote of Security Holders........   13

    Item 5.  Other Information..........................................   13

    Item 6.  Exhibits and Reports on Form 8-K...........................   13

 SIGNATURE PAGE ........................................................   14




                                     Page 2
<PAGE>


                          PART I:   FINANCIAL INFORMATION
                          ------    ---------------------

Item 1.  Financial Statements.
         ---------------------
<TABLE>
<CAPTION>


                     THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                     ------
                                                                   September 30,  March 31, 2004
                                                                   ------------   --------------
                                                                       2004
                                                                       ----
                                                                   (Unaudited)       (Audited)

CURRENT ASSETS
--------------
<S>                                                                <C>             <C>
  Cash ...........................................................  $      2,040    $      2,040
  Accounts Receivable, Net .......................................     3,096,961       2,452,014
  Inventories ....................................................     2,688,132       2,178,171
  Prepaid Expenses and Other Current Assets ......................       293,392         303,187
                                                                    ------------    ------------
    Total Current Assets .........................................     6,080,525       4,935,412
                                                                    ------------    ------------

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
  Property, Plant and Equipment - At Cost ........................    18,131,259      17,762,270
  Less: Accumulated Depreciation .................................     8,357,897       8,004,652
                                                                    ------------    ------------
   Property, Plant, and Equipment - Net ..........................     9,773,362       9,757,618
                                                                    ------------    ------------

OTHER ASSETS
------------
  Goodwill .......................................................       573,035         573,035
  Intangible Assets - Net of Amortization ........................     1,272,051       1,281,476
  Officers' Life Insurance Receivable ............................       142,517         174,138
  Investment in Unaffiliated Company .............................        94,856          94,856
  Deposits and Other .............................................       973,990         528,947
                                                                    ------------    ------------
    Total Other Assets ...........................................     3,056,449       2,652,452
                                                                    ------------    ------------
TOTAL ASSETS .....................................................  $ 18,910,336    $ 17,345,482
                                                                    ============    ============

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

CURRENT LIABILITIES
-------------------
  Accounts Payable ...............................................  $  3,049,079    $  2,296,600
  Accrued Taxes and Expenses .....................................       279,487         340,537
  Current Portion of Long-Term Debt ..............................     1,292,892       1,628,420
  Notes Payable ' Bank ...........................................     2,905,618       1,941,095
                                                                    ------------    ------------
    Total Current Liabilities ....................................     7,527,076       6,206,652
                                                                    ------------    ------------
DEFERRED INCOME TAXES ............................................       370,000         250,000
LONG-TERM DEBT ...................................................     5,619,208       5,932,901

STOCKHOLDERS' EQUITY
--------------------
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 19,713,582 shares
      at 9/30/04 and 19,421,178 shares at 3/31/04 ................       197,135         194,211
    Additional Paid-in Capital ...................................     5,594,023       5,575,601
  Less:  Stock subscriptions receivable ..........................        96,017          96,017
  Retained Earnings (Deficit) ....................................      (301,089)       (717,866)
                                                                    ------------    ------------
    Total Stockholders' Equity ...................................     5,394,052       4,955,929
                                                                    ------------    ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ...........................................  $ 18,910,336    $ 17,345,482
                                                                    ============    ============
</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 SEPTEMBER 30,
                                   (UNAUDITED)



                                                          2004           2003
                                                          ----           ----
     Net Sales .....................................  $ 5,752,153   $ 4,171,870

     Cost of Goods Sold ............................    4,470,304     3,119,348
                                                      -----------   -----------

     Gross Profit ..................................    1,281,849     1,052,522

     Selling, General & Administrative Expenses ....      887,237       748,485
                                                      -----------   -----------

     Income From Operations ........................      394,612       304,037
                                                      -----------   -----------

     Other Income (Expense)
          Interest Expense, Net ....................     (121,490)     (112,243)
          Other ' Net ..............................     (  2,712)     (103,675)
                                                      -----------   -----------
          Total Other Income (Expense) .............     (124,202)     (215,918)
                                                      -----------   -----------

     Income Before Income Taxes ....................      270,410        88,119

     Provision for Income Taxes ....................       60,000        30,000
                                                      -----------   -----------
     Net Income ....................................  $   210,410   $    58,119
                                                      ===========   ===========
     Earnings per Share-Basic ......................  $       .01   $      .003
                                                      ===========   ===========
     Earnings per Share-Diluted ...................   $       .01   $      .003
                                                      ===========   ===========
     Weighted Average Shares Outstanding- Basic ...    19,713,582    18,250,690
                                                      ===========   ===========
     Weighted Average Shares Outstanding- Diluted .    19,713,582    18,250,690
                                                      ===========   ===========

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




                                     Page 4
<PAGE>



                      THERMODYNETICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

                                                          2004           2003
                                                          ----           ----

     Net Sales ...................................    $11,376,856   $ 7,185,137

     Cost of Goods Sold ...........................     8,904,697     5,218,645
                                                      -----------   -----------

     Gross Profit .................................     2,472,159     1,966,492

     Selling, General & Administrative Expenses ...     1,689,586     1,376,637
                                                      -----------   -----------

     Income From Operations .......................       782,573       589,855
                                                      -----------   -----------

          Interest Expense, Net ...................    (  236,784)   (  192,002)
          Other ' Net .............................    (    9,012)   (  105,475)
                                                      -----------   -----------
        Total Other Income (Expense) ..............    (  245,796)   (  297,477)
                                                      -----------   -----------
     Income Before Income Taxes ...................       536,777       292,378

     Provision for Income Taxes ...................       120,000        80,000
                                                      -----------   -----------
     Net Income ...................................   $   416,777   $   212,378
                                                      ===========   ===========
     Earnings per Share-Basic .....................   $       .02   $       .01
                                                      ===========   ===========
     Earnings per Share-Diluted ...................   $       .02   $       .01
                                                      ===========   ===========
     Weighted Average Shares Outstanding- Basic ...    19,705,636    18,227,408
                                                      ===========   ===========
     Weighted Average Shares Outstanding- Diluted .    19,705,636    18,227,408
                                                      ===========   ===========


            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>
                                                                                 2004         2003
                                                                                 ----         ----
OPERATING ACTIVITIES:
---------------------
<S>                                                                           <C>          <C>
  Net income ...............................................................   $ 416,777    $ 212,378
           Adjustments to reconcile net income to net cash provided by (used
           in) operating activities:
  Reduction of officers' life insurance receivable ........................          -0-      102,875
  Depreciation and amortization ............................................     362,671      234,893
  Deferred tax provision ...................................................     120,000       80,000
  Changes in operating assets and liabilities:
      Increase (decrease) in accounts payable ..............................     752,479     (268,692)
      Decrease (increase) in prepaid expenses ..............................    (535,249)      31,469
  and
          other assets
      Decrease (increase) in accounts receivable ...........................    (854,947)       1,464
      Decrease (increase) in inventories ...................................    (509,961)      33,125
      Increase (decrease) in accrued taxes and expenses ....................    ( 39,705)      35,691
                                                                               ---------    ---------
  NET CASH PROVIDED BY OPERATING ACTIVITIES ................................    (287,935)     463,205
                                                                               ---------    ---------
  INVESTING ACTIVITIES:
  ---------------------
  Purchases of property, plant and equipment ...............................    (368,989)    (304,718)
  Acquisition of Vulcan Industries, Inc. ...................................         -0-     (764,051)
  Stock bonuses issued to employees ........................................         -0-        3,825
  Proceeds from officers' life insurance policies ..........................         -0-      637,485
  Other (increase) decrease in officers life insurance .....................         -0-      (17,227)
                                                                               ---------    ---------
  NET CASH (USED IN) INVESTING ACTIVITIES ..................................    (368,989)    (444,686)
                                                                               ---------    ---------
  FINANCING ACTIVITIES:
  ---------------------
  Net proceeds (payments) on revolving and term debt .......................     656,924     ( 18,519)
                                                                               ---------    ---------
  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                            656,924     ( 18,519)
                                                                               ---------    ---------

  INCREASE (DECREASE) IN CASH ..............................................         -0-          -0-
  CASH AT BEGINNING OF PERIOD ..............................................       2,040        1,952
                                                                               ---------    ---------
  CASH AT END OF PERIOD ....................................................   $   2,040    $   1,952
                                                                               =========    =========
</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, in the opinion of management, are 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, 2004 and  September  30,
     2003 are not  necessarily  indicative of the results to be expected for the
     full year.


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

     Inventories consist of the following at:
                                        September 30, 2004        March 31, 2004
                                        ------------------        --------------
          Raw materials                      $ 1,615,439          $ 1,269,414
          Work-in-process                         72,338               67,976
          Finished goods                       1,000,355              840,781
                                             -----------          -----------
                                             $ 2,688,132          $ 2,178,171
                                             ===========          ===========

     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 six
     months ended  September  30, 2004 and September 30, 2003 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 Sept.30        Six Months Ended Sept.30
<S>                                        <C>             <C>              <C>            <C>

                                                 2004            2003            2004            2003
                                                 ----            ----            ----            ----
     Weighted Average Shares - (Basic)     19,713,582      18,250,690       19,705,636     18,227,408
     Assumed Conversion of Stock Options          -0-             -0-              -0-            -0-
                                           ----------      ----------       ----------     ----------
     Weighted Average Shares- (Diluted)    19,713,582      18,250,690       19,705,636     18,227,408
                                           ==========      ==========       ==========     ==========
</TABLE>

     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 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.



                                     Page 7
<PAGE>

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


                                           September 30, 2004     March 31, 2004
                                           ------------------     --------------
       Assets:
        Uniform capitalization adjustment         $    42,000    $     47,000
        Net operating loss carryforward               413,000         472,000
        Investment tax credits                        144,000         144,000
        Write down of marketable security             162,000         141,000
        Other                                          68,000          64,000
                                                  -----------    ------------
                                                      829,000         868,000
                                                  -----------    ------------
      Liabilities:
        Accelerated depreciation                   (1,199,000)     (1,118,000)
                                                  -----------    ------------
                                                   (1,199,000)     (1,118,000)
                                                  -----------    ------------
      Net deferred tax asset (liability)          $  (370,000)   $   (250,000)
                                                  ===========    ============

     At September 30, 2004, the Company had net operating loss  carryforwards of
     approximately $970,000 expiring from 2004 to 2011.


     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".
<TABLE>
<CAPTION>

                                                           6 Months Ended September 30,
                                                           ----------------------------
<S>                                                        <C>             <C>
                                                             2004             2003
                                                             ----             ----
       Cash payments for interest                          $236,784        $188,181
       Note payable reduced by proceeds from receivable    $210,000        $  -0-
</TABLE>

     NOTE 6: FINANCIAL ACCOUNTING STANDARDS
             ------------------------------
     In December,  2002, the Financial  Accounting Standards Board (FASB) issued
     SFAS No.  148,  "Accounting  for  Stock-Based  Compensation-Transition  and
     Disclosure"  which  amends  SFAS  No.  123,   "Accounting  for  Stock-Based
     Compensation".  The Company accounts for stock-based employee  compensation
     arrangements in accordance  with the provisions of APB No. 25,  "Accounting
     for Stock Issued to Employees," and complies with the disclosure provisions
     of SFAS 123 and SFAS 148.

     In April 2002,  FASB issued SFAS No. 145  "Rescission of FASB Statements 4,
     44, and 64. The adoption of this standard did not have a material impact on
     the Company's financial statements.

     In April 2003,  FASB issued SFAS No. 149  "Amendment  of  Statement  133 on
     Derivative  Instruments  and  Hedging  Activities."  The  adoption  of this
     standard did not have an impact on the Company's financial statements.

     In January 2003, FASB  Interpretation  No. 46,  "Consolidation  of Variable
     Interest Entities," ("VIE's") was issued. The adoption of this standard did
     not have an impact on the Company's financial statements.

     In May 2003,  FASB issued SFAS No. 150  "Accounting  for Certain  Financial
     Instruments  with  Characteristics  of both  Liabilities  and  Equity." The
     adoption of this standard did not have an impact on the Company's financial
     statements.

                                     Page 8
<PAGE>

     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  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 (in 000's):

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

     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 (in 000's):

                   Accounts receivable                                   $  878
                   Inventory                                                323
                   Other current and long-term assets                        70
                   Property and equipment                                 1,534
                   Amortizable intangible assets                            500
                   Intangible assets not subject to amortization            700
                   Goodwill (all deductible for tax purposes)               573
                   Liabilities                                           (2,564)
                                                                         ------
                               Total                                     $2,014
                                                                         ======

     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.

     Unaudited pro forma combined results of operations of the Company and
     Vulcan for the corresponding interim period of the preceding year, assuming
     the acquisition occurred at the beginning of the period, is as follows (in
     000's):

                                                   Six Months Ended
                                                   September 30, 2003
                                                   ------------------
     Net revenues                                         9,225
     Net income                                            168
     Net income per share - diluted                        .01



                                     Page 9
<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  September  30, 2004 totaled $5.8
million  compared to $4.2 million for the  comparable  quarter of the prior year
and for the six month periods, $11.4 million vs. $7.2 million,  respectively. In
August,  2003 the Company  purchased Vulcan  Industries,  Inc, a manufacturer of
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 $1.6  million and $3.0  million  respectively,  of
Vulcan's  revenues  for those  periods.  Prior year three and six month  periods
include $0.9 million of Vulcan sales for fiscal 2004.  Excluding Vulcan's sales,
consolidated  revenues for the Company  increased by $0.9 million (27%) and $2.1
million (33%) respectively, for the current three and six month periods compared
to the prior year.

         The acquisition of Vulcan  Industries passed its first year anniversary
and we are pleased with the progress being made at our new subsidiary.  In order
to service new business  received since the  acquisition,  we hired personnel at
all levels and now believe that Vulcan is  adequately  staffed to  substantially
handle its business needs. The new orders include  fabricated tubing for two new
automobile  exhaust systems;  both programs are moving from final development to
pre-production levels and we expect to be at full production by January 2005.

          Shipments at Turbotec  Products remain at record levels due in part to
the strong housing market  augmented by swimming pool and  commercial/industrial
building  heat pump needs.  Turbotec has recently  developed  the  capability to
produce its special  purpose  enhanced  surface  tubing in titanium  and several
customers are considering its application in their product offerings.

         Gross profit margins in the latest three and six month periods declined
from the  comparable  periods  of the prior year (22% vs. 25% and 22% vs. 27% of
net sales,  respectively).  The Company's  automotive  related customers feature
large volume  requirements having 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, the cost of metals (principally steel, copper
and nickel) has risen sharply during the current year to their highest levels in
the past six years. Although the effects of these cost increases are shared with
customers,  the impact is a net  reduction  of gross  margin.  Direct labor unit
costs decreased slightly and manufacturing  overhead expenses as a percentage of
net sales  remained  flat  between the years as higher  labor rates were largely
offset by improvements in efficiency and productivity resulting from the current
product mix.

         Selling,  general and administrative expenses increased by $139,000 and
$313,000  from the three and six month  periods of last year. In addition to the
increase in expenses related to the inclusion of Vulcan's operations,  personnel
were added in customer  service,  engineering  and other  support  functions  in
fiscal 2005.  As the Company  plans on further  additions to its  marketing  and
engineering staff, future period operating expenses are expected to increase.

         Interest expense  increased from $112,000 in the September 2003 quarter
to  $121,000 in the current  quarter and from  $192,000 in the six months  ended
September 2003 to $237,000 in the current year to date period. Additions to debt
obligations  in fiscal 2004 related to the Vulcan  acquisition  and increases in
revolving lines of credit at both  subsidiaries in fiscal 2005 were made to fund
business growth and new product development.

                                    Page 10
<PAGE>

         Income before income taxes was $270,000 for the quarter ended September
30, 2004 vs.  $88,000 for the same period of the prior year. For the six months,
pre-tax  income was $537,000 in fiscal 2005 compared to $292,000 in fiscal 2004.
Net income for the three and six month  periods  ended  September  30, 2004 were
$210,000 and  $417,000  (both 4% of net sales) as compared to $58,000 (1% of net
sales) and  $212,000  (3% of net sales) for the same  periods of the prior year.
Earnings per share were $.01 for the quarter ended  September  2004 vs. $.003 in
September  2003.  For the year to date periods,  earnings per share were $.02 in
fiscal 2005 and $.01 in fiscal  2004.  There was no  difference  in earnings per
share computed on a basic and fully diluted basis for all periods presented.

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

         At  September  30,  2004  working  capital  was a  negative  $1,447,000
compared to a negative  $1,271,000 at March 31, 2004. The negative  balances are
primarily a result of short-term debt issued by the Company in conjunction  with
the  acquisition of Vulcan.  Vulcan had negative  working capital when acquired.
Further,   sales  growth  both  at  Vulcan  and  Turbotec  required   additional
investments in operating  assets and expenses,  increasing  accounts payable and
accrued  expenses in the current year. On a consolidated  basis,  current assets
increased by $1,145,000 and total assets increased by $1,565,000 since March 31,
2004.  Consolidated  current  liabilities  increased by $1,320,000  for the same
period.

         Trade  accounts  receivable  increased  by  $855,000  from  March  2004
reflecting  significantly  higher levels of shipments of heat exchanger and heat
transfer  products.  During the same period  inventories  increased by $510,000,
primarily due to increased  tubing  purchases at Vulcan in  anticipation  of the
start of a  long-term  supply  contract  while  accounts  payable  increased  by
$752,000 due to start up expenses,  coupled with higher  invoice  prices charged
for metal tubing by mills and related suppliers.

         Investing  activities  relating  to  purchases  of  fixed  assets  were
comparable  for the first six months of fiscal 2005  compared to the prior year.
During the most  recent  three  month  period,  the  Company  was engaged in the
construction of several large equipment  projects required for production of new
tubing products currently under development.  These additions are largely funded
through a special purpose  revolving line of credit  convertible  into term debt
upon completion of the projects.

         Net cash proceeds  from  financing  activities  was $657,000 in the six
months ended  September  2004  compared to net cash  payments of $19,000 for the
September 2003 period. Additional borrowings under the revolving lines of credit
at both  operating  companies  were  needed  to fund  new  product  development,
increased sales activities and additions to engineering and other support staff.
         The Company recently  completed a renewal of the credit facilities with
its bank.  Availability  under the  revolving  lines of credit at  Turbotec  and
Vulcan were increased and a separate line of credit for capital expenditures was
established.  These higher  borrowing levels are necessary to enable the Company
to fund the increased production levels for its new products and programs.

         Cost  increases  continue  to  play  a  more  significant  role  in the
Company's day-to-day operations as metal pricing surcharges have been instituted
by the  Company's  major tubing  suppliers.  A portion of these  surcharges  are
charged to customers  when  product is shipped.  Improvements  in  manufacturing
processes and  procedures  enable the Company to offset a portion of the effects
of increased costs and continuing internal  refinements are expected to generate
ongoing cost reductions. Future 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.

                                    Page 11
<PAGE>


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

         In April 2003,  FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities,"  which  amends and  clarifies
accounting for derivative instruments. This statement is effective for contracts
(as defined)  entered into or modified after September 30, 2003. The adoption of
this  standard  did  not  have a  material  impact  on the  Company's  financial
statements.

         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.  The adoption of
this  interpretation  did  not  have  any  effect  on  the  Company's  financial
statements.

         In May 2003, FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity," which changes
the accounting for certain financial  instruments that, under previous guidance,
issuers could account for as equity.  This  statement is effective for financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period beginning after September
30, 2003.  The adoption of this  standard did not have a material  impact on the
Company's financial statements.

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,
changes in unit prices,  and supply and demand for the Company's  tubing product
line especially in the markets it serves.

         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.

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 under the Exchange Act.

(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

                                    Page 12
<PAGE>

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.  No  significant  deficiencies  or
material  weaknesses  in  such  disclosure  controls  and  procedures  requiring
corrective actions were uncovered.


                                    Page 13
<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.        Unregistered Sale of Equity Securities and Use of Proceeds.

         The  Company  has  not  made  any  recent  sales  of  any  unregistered
securities,  excluding shares under the Company's 401(k) plan, during the period
covered by this  report,  except  that:  (I) A total of 25,000  shares of common
stock were issued to one employee as a stock bonus award on August 31, 2004. The
shares were valued at $0.1033 per share.  The  exemption  from the  registration
requirements of Section 5 of the Securities Act of 1933 claimed was the issuance
of securities not involving a public offering under ss.4(2) of the Act.

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) 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.

     (b) Reports on Form 8-K:
         -------------------

         None filed during this period.






                                    Page 14
<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 5, 2004           By:  /s/  Robert A. Lerman
                                           ---------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


     Date: November 5, 2004           By:  /s/  Robert I. Lieberman
                                           ---------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer








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