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 June 30, 2000     Commission File Number: 0-10707


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


           Delaware                                       06-1042505
---------------------------------           ------------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
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 June 30, 2000
----------------------------------             ---------------------------------
   Common stock $.01 Par Value                          13,648,110 Shares


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

<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                      INDEX


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


  PART I         FINANCIAL INFORMATION

        Item 1.  Financial Statements

                 Consolidated Balance Sheets
                    June 30, 2000 and March 31, 2000....................   3

                 Consolidated Statements of Income and Comprehensive
                    Income Three Months Ended June 30,
                    2000 and 1999.......................................   4


                 Consolidated Statements of Cash Flows
                    Three Months Ended June 30,
                    2000 and 1999.......................................   5

                 Notes to Consolidated Financial Statements............. 6-7

        Item 2.  Management's Discussion and Analysis or
                        Plan of Operation............................... 8-9


  PART II        OTHER INFORMATION

        Item 1.  Legal Proceedings......................................  10

        Item 2.  Changes in Securities..................................  10

        Item 3.  Defaults Upon Senior Securities........................  10

        Item 4.  Submission of Matters to a Vote of Security Holders....  10

        Item 5.  Other Information......................................  10

        Item 6.  Exhibits and Reports on Form 8-K.......................  10


 SIGNATURE PAGE ........................................................  11


                                     Page 2
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                             June 30,        March 31,
                                                                               2000            2000
                                                                           (Unaudited)       (Audited)
<S>                                                                       <C>              <C>
CURRENT ASSETS
  Cash                                                                    $      2,768     $      2,814
  Accounts Receivable, Net                                                   1,534,464        1,226,817
  Inventories                                                                1,997,708        1,802,535
  Prepaid Expenses and Other Current Assets                                    325,816          259,079
                                                                          ------------     ------------
    Total Current Assets                                                     3,860,756        3,291,245
                                                                          ------------     ------------

PROPERTY , PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                                   10,995,434       10,873,948
  Less: Accumulated Depreciation                                             5,117,128        5,039,960
                                                                          ------------     ------------
   Property, Plant, and Equipment - Net                                      5,878,306        5,833,988
                                                                          ------------     ------------

OTHER ASSETS
  Undeveloped Land Held for Investment                                         121,194          119,666
  Intangible Assets - Net of Amortization                                      100,758          103,743
  Officers' Life Insurance                                                   1,504,484        1,477,257
  Investment in Foreign Company                                                100,000          100,000
  Deposits and Other                                                            11,635           13,862
  Marketable Equity Securities, at Market                                       62,456           62,456
                                                                          ------------     ------------
    Total Other Assets                                                       1,900,527        1,876,984
                                                                          ------------     ------------

TOTAL ASSETS                                                              $ 11,639,589     $ 11,002,217
                                                                          ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                        $  1,537,265     $  1,466,680
  Accrued Taxes and Expenses                                                   111,844           97,388
  Current Portion of Long Term Debt                                            363,031          352,414
  Notes Payable - Bank                                                       1,800,223        1,525,319
                                                                          ------------     ------------
    Total Current Liabilities                                                3,812,363        3,441,801
                                                                          ------------     ------------

DEFERRED INCOME TAXES                                                          129,000           95,000
                                                                          ------------     ------------
LONG TERM DEBT                                                               3,096,808        3,013,700
                                                                          ------------     ------------

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 13,780,008 shares
      at 6/30/00 and 13,580,008 shares at 3/31/00                              137,800          135,800
    Additional Paid-in Capital                                               5,307,394        5,298,398
  Less:  Treasury Stock, at Cost                                               164,564          164,564
  Less:  Accumulated Other Comprehensive Loss                                  381,544          381,544
  Retained Earnings (Deficit)                                                 (297,668)        (436,374)
                                                                          ------------     ------------
    Total Stockholders' Equity                                               4,601,418        4,451,716
                                                                          ------------     ------------

TOTAL LIABILITIES AND                                                     $ 11,639,589     $ 11,002,217
  STOCKHOLDERS' EQUITY                                                    ============     ============
</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 JUNE 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        2000            1999
                                                                   ------------     ------------
<S>                                                                <C>              <C>
Net Sales                                                          $  3,186,844     $  2,960,484

Cost of Goods Sold                                                    2,361,676        2,167,267
                                                                   ------------     ------------

Gross Profit                                                            825,168          793,217

Selling, General & Administrative Expenses                              515,864          540,472
                                                                   ------------     ------------

Income From Operations                                                  309,304          252,745
                                                                   ------------     ------------

Other Income (Expense)
     Interest Expense, Net                                             (136,812)         (97,412)
     Other - Net                                                            214           (4,785)
                                                                   ------------     ------------
     Total Other Income (Expense)                                      (136,598)        (102,197)
                                                                   ------------     ------------

Income Before Income Taxes                                              172,706          150,548

Provision for Income Taxes                                               34,000                0
                                                                   ------------     ------------

Net Income                                                              138,706          150,548

Other Comprehensive Income (Loss), net of tax
      Unrealized holding gains during the period                              0           37,000
                                                                   ------------     ------------
                                                                              0           37,000
                                                                   ------------     ------------

Comprehensive Income                                               $    138,706     $    187,548
                                                                   ------------     ------------

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

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

Weighted Average Shares Outstanding- Basic                           13,582,206       13,305,008
                                                                   ============     ============
Weighted Average Shares Outstanding- Diluted                         16,756,015       15,338,341
                                                                   ============     ============
</TABLE>

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


                                     Page 4
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       FOR THE THREE MONTHS ENDED JUNE 30,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  2000                1999
                                                                               ---------            ---------
<S>                                                                            <C>                  <C>
OPERATING ACTIVITIES:
  Net income                                                                   $ 138,706            $ 150,548
         Adjustments to reconcile net income to net cash provided by
         (used in) operating activities:

  Depreciation and amortization                                                   80,153               82,634
  Deferred tax provision                                                          34,000                    0
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                                       70,585             (155,105)
    Decrease (increase) in prepaid expenses and                                  (64,514)             (59,625)
        other assets
    Decrease (increase) in accounts receivable                                  (307,647)            (323,275)
    Decrease (increase) in inventories                                          (195,173)             172,399
    Increase (decrease) in accrued expenses                                       25,456              (11,259)
                                                                               ---------            ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                                (218,434)            (143,683)
                                                                               ---------            ---------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                                    (121,486)             (96,989)
  Increase in other investments                                                   (1,528)              (2,286)
  Increase in life insurance premiums receivable                                 (27,227)             (27,228)
                                                                               ---------            ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                             (150,241)            (126,503)
                                                                               ---------            ---------

FINANCING ACTIVITIES
  Net proceeds from revolving and term debt                                      368,629              271,264
                                                                               ---------            ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                              368,629              271,264
                                                                               ---------            ---------

INCREASE (DECREASE) IN CASH                                                          (46)               1,078

CASH AT BEGINNING OF PERIOD                                                        2,814                1,658
                                                                               ---------            ---------

CASH AT END OF PERIOD                                                          $   2,768            $   2,736
                                                                               =========            =========
</TABLE>

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


                                     Page 5
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

     The  financial  information  included  herein is unaudited;  however,  such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
statement of results for the interim  period.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
The results of operations  for the three months ended June 30, 2000 and June 30,
1999 are not  necessarily  indicative of the results to be expected for the full
year.

NOTE 2: INVENTORIES

     Inventories consist of the following at:

                                            June 30,         March 31,
                                              2000             2000
                                           ----------       ----------
          Raw materials                    $1,143,978       $1,041,791
          Work-in-process                     281,652          281,653
          Finished goods                      572,078          479,091
                                           ----------       ----------
                                           $1,997,708       $1,802,535
                                           ==========       ==========

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

NOTE 3: EARNINGS PER SHARE

     The  Company  has  adopted  "Statement  of  Accounting  Standards  No. 128,
Earnings  per Share"  (SFAS 128).  Earnings per share for the three months ended
June 30,  2000 and June 30,  1999 have been  computed  in  accordance  with this
pronouncement,  based on the weighted  average of outstanding  shares during the
periods.  The  weighted  average  number  of  shares  outstanding  used  in  the
calculations are as follows:

                                                      Three Months Ended
                                                 June 30, 2000   June 30, 1999
                                                 -------------   -------------

          Weighted Average Shares Outstanding-
                 (Basic )                          13,582,206     13,305,008

          Assumed Conversion of Stock Options       3,173,810      2,033,333
                                                   ----------     ----------

          Weighted Average Shares Outstanding-
                 (Diluted)                         16,756,015     15,338,341
                                                   ----------     ----------


                                     Page 6
<PAGE>

NOTE 4: INCOME TAXES

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

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

                                                June 30, 2000  March 31, 2000
                                                -------------  --------------
          Assets:
            Uniform capitalization adjustment     $  21,000      $  21,000
            Net operating loss carryforward         660,000        694,000
            Investment tax credits                  144,000        144,000
            Other                                    18,000         18,000
                                                  ---------      ---------
                                                    843,000        877,000
                                                  ---------      ---------
          Liabilities:
            Accelerated depreciation               (972,000)      (972,000)
                                                  ---------      ---------

                                                   (972,000)      (972,000)
                                                  ---------      ---------
          Net deferred tax asset (liability)      $(129,000)     $ (95,000)


     At June 30,  2000,  the Company had net  operating  loss  carryforwards  of
approximately $1,672,000 expiring from 2001 to 2007


NOTE 5: CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES

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

                                                         3 Months Ended June 30,
                                                            2000          1999
                                                            ----          ----
          Cash payments for interest                      $136,812     $ 97,412
          Issuance of common stock to 401(k) plan         $ 11,000     $      0
          Valuation reserve to reflect long-term equity
                securities at market                      $      0     $ 37,000


NOTE 6: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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


                                     Page 7
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

     Net sales for the three  months  ended June 30,  2000  reached a new record
level of  $3,186,844,  which  were  $226,360  or 8% higher  than the  comparable
quarter of the prior year. Prior to this current period, net sales for the three
months ended June 30, 1999 had  achieved the highest  amount of shipments in any
prior quarter for the company.

     The increase in net sales  continued the trend  started  several years ago,
where many of the  markets  served by the  company  have  experienced  extremely
strong  requirements for products,  led by water source heat pump  applications.
This core  business,  spurred by new housing  starts in many  regions of the US,
continued to exhibit significant growth.  Other large markets for coaxial coils,
swimming  pool heat pumps,  marine space  conditioning  and ice  machines,  also
contributed significantly to the Company's shipments during the quarter.

     Shipments  for the next three  months  (July  through  September  2000) are
expected to continue at a high level although somewhat lower than the April-June
quarter due to normal seasonal trends and scheduled summer vacation shutdowns at
certain  customer  facilities.  However  projected  levels are expected to be at
least  comparable  to those  recorded in the same  period last year.  Assuming a
continuation of the trends currently anticipated,  net sales for the fiscal year
ending  March 31, 2001 could  establish a new record for annual  shipments.  Net
sales for the 1999 and 2000 fiscal  years had been all time records of $10.4 and
$10.7  million,  respectively;  fiscal  year  2001 is  expected  to be the third
consecutive record year at or above $11 million.

     Cost of sales  aggregated  approximately  74% of net sales for the  current
period,  versus  73% for the same  period  last  year.  Direct  labor unit costs
increased  as  higher  average  labor  rates  were  only  partially   offset  by
efficiencies  attributable to cellular  manufacturing.  Material costs increased
slightly as copper pricing in the commodity markets exhibited some slight upward
trending and the  manufacturing  mix included  more  material  intensive  coils.
Manufacturing  overhead  expenses also were somewhat higher than fiscal 2000 due
to increases in utility costs and other occupancy related expenses.

     Selling,  general and administrative expenses decreased by $24,608 over the
same period last year.  Changes in staffing levels in various support  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  2001.  As the Company
plans on supplementing its marketing and engineering  staffs during later stages
of the current year,  future period expenses should be comparable to fiscal 2000
results.

     Other  expenses  increased  by $34,401  over the prior year as certain term
debt bank  interest  charges  were  capitalized  in  fiscal  2000 as part of the
addition to the company's main  manufacturing  facility.  Increases in the prime
borrowing  rate  charged  by banks  also  contributed  to the  interest  expense
reflected in the current year.

     A federal  income tax  provision  of $34,000 was recorded in fiscal 2001 to
reflect an increase in the company's deferred tax liability at June 30, 2000. No
provision  was  shown  for the  prior  year as the  valuation  of the  company's
deferred tax asset remained unchanged for that three-month period.

     The Company  recorded net  comprehensive  income of $37,000 in fiscal 2000,
due to market value fluctuations of an investment in publicly traded securities.
No comparable adjustment was required in the current three-month period.

     Overall,  income before income taxes increased from $150,548 in fiscal 2000
to $172,706 in the current  three-month period however after tax income declined
as a result of the current year tax provision.


LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  totaled  $48,393 at June 30,  2000,  compared to negative
$150,556 at March 31, 2000 and  $379,576  at June 30,  1999.  During the current
quarter, current assets increased by $569,511and total assets remained above the
$11  million  level,   finishing  at  $11,639,589  on  June  30,  2000.  Current
liabilities increased by a smaller margin ($370,562)  contributing to the return
to  positive  working  capital.  Certain  non-recurring  costs  relating  to the
expansion of the manufacturing  facility were required to be funded by operating
capital in late fiscal 2000,  creating a temporary  imbalance  in the  company's
cash requirements at year end. From an operations viewpoint, accounts receivable
increased  during  the  quarter by  $307,647,  reflecting  the  record  level of
shipment  in the  period.  Inventories  also  increased  during  the  period  by
$195,173,  or  11%,  from  March  31,  2000  due to  timing  of  customer  order
requirements  and  higher  levels  of  finished  goods  carried  as a result  of
transitional issues relating to the building expansion. Inventories are expected
to remain near this level during this fiscal year as the company  rearranges its
workspace to incorporate the added manufacturing square footage.

     Investing  activities increased from $126,503 during the prior year quarter
to $150,241 in the three months ended June 30, 2000. The Company is continuing a
program  started in the prior year to upgrade its  production  equipment.  It is
expected that overall  expenses in this area during the balance of the year will
be slightly above fiscal 2000 levels.


                                     Page 8
<PAGE>

     Net cash  provided by financing  activities  in the quarter  ended June 30,
2000 was above that of the  comparable  prior year  quarter as the  increases in
inventories and accounts  receivable resulted in additional advances against the
revolving line of credit.

     The Company completed  construction of a 15,000 square foot addition to its
primary  manufacturing  facility in March  2000.  A  construction  loan from the
Company's  principal bank was converted to a permanent  mortgage upon completion
of the project.

     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. Tightening of the labor markets for skilled and semi-skilled  employees is
expected  to  continue  for the  foreseeable  future,  although  the  impact  on
personnel related costs are unknown at this time.  Further increases 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  products
especially in applications  serving the  commercial,  industrial and residential
construction industries.

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


                                     Page 9
<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.


                                    Page 10
<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: August 9, 2000                   By: /s/ Robert A. Lerman
                                           -----------------------
                                           Robert A. Lerman
                                           President


Date: August 9, 2000                   By: /s/ Robert I. Lieberman
                                           -----------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer


                                    Page 11