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

                                   Form 10-QSB


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



For the quarterly period ended                           Commission File Number:
     December 31, 2001                                          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
of Incorporation or Organization)                            Identification No.)

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



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



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


         Class                                  Outstanding at December 31, 2001
Common stock $.01 Par Value                            17,751,178 Shares



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


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                      INDEX


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


 PART I        FINANCIAL INFORMATION

       Item 1. Financial Statements

               Consolidated Balance Sheets
                  December 31, 2001 and March 31, 2001.....................    3

               Consolidated Statements of Income and Comprehensive
                  Income Three Months Ended December 31,
                  2001 and 2000............................................    4

               Consolidated Statements of Income and Comprehensive
                  Income Nine Months Ended December 31,
                  2001 and 2000............................................    5

               Consolidated Statements of Cash Flows
                  Nine Months Ended December 31,
                  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>
                                                             December 31,      March 31,
                                                                  2001           2001
                                                                  ----           ----
                                                              (Unaudited)      (Audited)
<S>                                                          <C>             <C>
CURRENT ASSETS
  Cash                                                       $      2,619    $     15,283
  Accounts Receivable, Net                                      1,014,545       1,319,100
  Inventories                                                   1,632,906       1,756,837
  Prepaid Expenses and Other Current Assets                       263,335         253,754
                                                             ------------    ------------
    Total Current Assets                                        2,913,405       3,344,974
                                                             ------------    ------------

PROPERTY, PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                      11,636,895      11,328,260
  Less: Accumulated Depreciation                                5,549,823       5,308,059
                                                             ------------    ------------
   Property, Plant, and Equipment - Net                         6,087,072       6,020,201
                                                             ------------    ------------

OTHER ASSETS
  Undeveloped Land Held for Investment                                -0-         121,194
  Intangible Assets - Net of Amortization                          89,076          91,803
  Officers' Life Insurance                                        793,055         731,374
Investment in Foreign Company                                      94,856         100,000
Notes Receivable- Officers                                        189,300             -0-

  Deposits and Other                                                8,060           9,072
  Marketable Equity Securities, at Market                          37,000          76,960
                                                             ------------    ------------
    Total Other Assets                                          1,211,347       1,130,403
                                                             ------------    ------------
TOTAL ASSETS                                                 $ 10,211,824    $ 10,495,578
                                                             ============    ============

<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                          <C>             <C>
CURRENT LIABILITIES
  Accounts Payable                                           $    973,263    $  1,303,837
  Accrued Taxes and Expenses                                       96,808          80,334
  Current Portion of Long-Term Debt                               334,064         384,803
  Notes Payable - Bank                                          1,515,481       1,828,824
                                                             ------------    ------------
    Total Current Liabilities                                   2,919,616       3,597,798
                                                             ------------    ------------

DEFERRED INCOME TAXES                                              30,000          20,000
LONG-TERM DEBT                                                  2,897,553       2,929,343

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 17,883,076 shares
      at 12/31/01 and 13,780,008 at 3/31/01                       178,830         137,800
    Additional Paid-in Capital                                  5,492,036       5,307,398
  Less:  Treasury Stock, 131,898 shares, at Cost                  164,564         164,564
  Less:  Accumulated Other Comprehensive Loss                     407,000         367,040
  Retained Earnings (Deficit)                                    (734,647)       (965,157)
                                                             ------------    ------------
    Total Stockholders' Equity                                  4,364,655       3,948,437
                                                             ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 10,211,824    $ 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 DECEMBER 31,
                                   (UNAUDITED)



                                                        2001            2000
                                                   ------------    ------------
                                                                     (Restated)

Net Sales                                          $  2,422,499    $  2,728,430

Cost of Goods Sold                                    1,791,331       2,046,180
                                                   ------------    ------------

Gross Profit                                            631,168         682,250

Selling, General & Administrative Expenses              499,313         509,204
                                                   ------------    ------------

Income From Operations                                  131,855         173,046
                                                   ------------    ------------

Other Income (Expense)
     Interest Expense, Net                              (80,557)       (139,569)
     Other - Net                                         (3,962)         (4,785)
                                                   ------------    ------------
     Total Other Income (Expense)                       (84,519)       (144,354)
                                                   ------------    ------------

Income Before Income Taxes                               47,336          28,692

Provision for Income Taxes                               10,000             -0-
                                                   ------------    ------------

Income Before Cumulative Effect of
   Accounting Change                                     37,336          28,692

Cumulative Effect of Accounting Change, Net
    Of Income Tax Benefit                                   -0-             -0-
                                                   ------------    ------------

Net Income                                               37,336          28,692

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

Comprehensive Income                               $        336    $     28,692
                                                   ------------    ------------

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

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

Weighted Average Shares Outstanding- Basic           15,083,049      13,780,008
                                                   ============    ============
Weighted Average Shares Outstanding- Diluted         15,675,078      16,410,989
                                                   ============    ============


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


                                     Page 4
<PAGE>


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

<TABLE>
<CAPTION>
                                                            2001            2000
                                                       ------------    ------------
                                                                        (Restated)
<S>                                                    <C>             <C>
    Net Sales                                          $  8,594,218    $  8,829,598

    Cost of Goods Sold                                    6,542,487       6,559,754
                                                       ------------    ------------

    Gross Profit                                          2,051,731       2,269,844

    Selling, General & Administrative Expenses            1,507,964       1,564,577
                                                       ------------    ------------

    Income From Operations                                  543,767         705,267
                                                       ------------    ------------

    Other Income (Expense)
         Interest Expense, Net                             (327,598)       (441,382)
         Other - Net                                         24,341          (9,355)
                                                       ------------    ------------
         Total Other Income (Expense)                      (303,257)       (450,737)
                                                       ------------    ------------

    Income Before Income Taxes                              240,510         254,530

    Provision for Income Taxes                               10,000             -0-
                                                       ------------    ------------
    Income Before Cumulative Effect of
       Accounting Change                                    230,510         254,530

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

    Net Income                                              230,510         150,684

    Other Comprehensive Income (Loss), net of tax
          Unrealized holding gains during the period        (39,960)        (25,456)
                                                       ------------    ------------

                                                            (39,960)        (25,456)
                                                       ------------    ------------

    Comprehensive Income                               $    190,550    $    125,228
                                                       ------------    ------------

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

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

    Weighted Average Shares Outstanding- Basic           14,281,746      13,714,553
                                                       ============    ============
    Weighted Average Shares Outstanding- Diluted         16,104,041      16,705,030
                                                       ============    ============
</TABLE>

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


                                     Page 5
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2001         2000
                                                              ---------    ---------
                                                                           (Restated)
<S>                                                           <C>          <C>
OPERATING ACTIVITIES:
  Net income                                                  $ 230,510    $ 150,684
    Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
  Depreciation and amortization                                 244,491      257,493
  Deferred tax provision                                         10,000          -0-
    Changes in operating assets and liabilities:
  Increase (decrease) in accounts payable                      (330,574)    (435,123)
  Decrease (increase) in prepaid expenses and other assets        8,569)     (67,819)
  Decrease (increase) in accounts receivable                    304,555      (30,120)
  Decrease (increase) in inventories                            123,931     (102,098)
  Increase (decrease) in accrued expenses                        27,474         (608)
                                                              ---------    ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                601,818     (227,591)
                                                              ---------    ---------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment                   (308,635)    (343,359)
 Sale of land held for investment                                                -0-
                                                                             121,194
 (Increase) decrease in other investments                         5,144       (1,528)
  Exercise of stock options                                         368          -0-
 (Increase ) decrease in officers life insurance                (61,681)      55,184
  Repayment of notes receivable                                  25,000          -0-
                                                              ---------    ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                                           ---------
                                                               (218,610)    (289,703)
                                                              ---------    ---------

FINANCING ACTIVITIES
  Net proceeds from (repayments of) revolving and term debt    (395,872)     517,946
                                                              ---------    ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                               (395,872)     517,946
                                                              ---------    ---------

INCREASE (DECREASE) IN CASH                                     (12,664)         652

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

CASH AT END OF PERIOD                                         $   2,619    $   3,466
                                                              =========    =========
</TABLE>

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

<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 nine
months  ended  December  31,  2001 and  December  31,  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
December 31, 2000 to reflect corrections in its accounting procedures related to
split dollar life insurance  policies.  Retained earnings  (deficit) as of March
31, 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 life  insurance  premiums.  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                     Nine Months Ended
                                                             December 31, 2000                     December 31, 2000
                                                         As Reported     As Restated        As Reported        As Restated
                                                         -----------     -----------        -----------        -----------
<S>                                                        <C>             <C>             <C>                 <C>
Income before provision for income taxes                   $39,698         $28,692         $   287,550         $   254,530
Net income                                                 $39,698         $28,692         $   236,550         $   150,684
Earnings per common share                                      NIL             NIL         $       .02         $       .01
Earnings per common share-assuming dilution                    NIL             NIL         $       .01         $       .01
</TABLE>

NOTE 3: INVENTORIES

Inventories consist of the following at:

                                     December 31, 2001     March 31, 2001
                                     -----------------     --------------
Raw materials                           $1,065,999           $  983,073
Work-in-process                             67,352              239,600
Finished goods                             499,555              534,164
                                        ----------           ----------
                                        $1,632,906           $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 nine
months ended December 31, 2001 and December


                                     Page 7
<PAGE>


31, 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                  Nine Months Ended
                                                       Dec 31, 2001        Dec 31, 2000        Dec 31, 2001        Dec 31, 2000
                                                       ------------        ------------        ------------        ------------

<S>                                                     <C>                 <C>                 <C>                 <C>
Weighted Average Shares - (Basic)                       15,083,049          13,780,008          14,281,746          13,714,553
Assumed Conversion of Stock Options                        592,029           2,630,981           1,822,294           2,990,477
                                                        ----------          ----------          ----------          ----------

Weighted Average Shares- (Diluted)                      15,675,078          16,410,989          16,104,041          16,705,030
                                                        ==========          ==========          ==========          ==========
</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:

                                                 Dec 31, 2001     March 31, 2001
                                                 ------------     --------------
Assets:
      Uniform capitalization adjustment           $  21,000         $  22,000
      Net operating loss carryforward               631,000           709,000
      Investment tax credits                        144,000           144,000
      Other                                          14,000            14,000
                                                  ---------         ---------
                                                    810,000           889,000
                                                  ---------         ---------
    Liabilities:
      Accelerated depreciation                     (840,000)         (909,000)
                                                  ---------         ---------
                                                   (840,000)         (909,000)
                                                  ---------         ---------
    Net deferred tax asset (liability)            $ (30,000)        $ (20,000)
                                                  =========         =========

   At December 31, 2001,  the Company had net operating  loss  carryforwards  of
approximately $1,885,000 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>
                                                                     9 Months Ended December 31,
                                                                        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   $ (39,960)      $ (25,456)
Stock options exercised by notes receivable                          $ 214,300       $      -0-
</TABLE>

NOTE 7: EXERCISE OF STOCK OPTIONS

     In December 2001, two  officer/directors  and one director  exercised stock
options totaling 3,903,068 shares of common stock at an aggregate purchase price
of $214,668.  Of that amount,  $368 was paid in cash and the balance by issuance
of notes  receivable  due in January  2007.  A payment of $25,000  was  received
against one of the notes in December 2001.


                                     Page 8

<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


     RESULTS OF OPERATIONS

     Net sales for the three months ended  December 31, 2001 totaled  $2,422,499
11% less than the level of $2,728,430  recorded during the comparable quarter of
the prior year. Sales for the nine-month  periods were 3% lower than that of the
prior year.

     The sales decline is directly  related to the continuing  deterioration  of
the general economy,  intensified after the September 11 tragedy. Although signs
of a slowdown were evident  before that date,  customer  orders quickly showed a
marked  decrease  after the attack and have yet to recover to the pre- September
11 levels.  Compounding  the  negative  comparison  to extremely  strong  second
quarter   shipments  in  the  current  year  are  normal  seasonal  issues  that
historically result in reduced sales for the October-December period.

     Cost of sales ranged between 74% and 76% of net sales for the current three
and nine month periods for all years  presented.  Generally,  gross margins have
declined in fiscal 2002 as global  competition  and decreased  demand in certain
markets  hampered  the  recovery  of  increased  costs and  expenses.  Labor and
employee  benefit costs,  manufacturing  overhead  expenses and other  occupancy
related costs all were higher than fiscal 2001.  Gross margin  improved from 22%
of net sales for the  quarter  ended  September  2001 to 26% for the most recent
three month period as a more  favorable  product mix was augmented by reductions
in manufacturing  conversion costs. Ongoing programs targeting both material and
labor cost reductions are expected to result in further  improvements during the
final (March) fiscal quarter of this fiscal year.

     Selling, general and administrative expenses continue to be reduced in both
the three and nine month periods of the current year as compared to fiscal 2001.
Reductions  in  personnel  during the latter  stages of last fiscal year are now
reflected  as part of lower base  operating  period  costs in fiscal  2002.  The
Company plans to supplement  both its  engineering  and sales support  functions
over the coming months.

     Interest  expense  decreased  from $139,569 in the December 2000 quarter to
$80,557 in the current  period due to decreases in the rate charged by banks and
lower average levels of revolving debt. For the comparable  nine-month  periods,
interest expense declined by approximately $114,000 in the current year compared
to fiscal 2001.

     The Company  completed the conversion of its information  processing system
to  enterprise  resource  planning  (ERP)  based  software.  The new  system  is
integrated with existing  databases and  incorporates all major functional areas
including planning,  procurement,  production, finance, costing, quality control
and customer service.

     The Company restated its financial statements for the period ended December
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 March  31,  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 December 31, 2001,  working  capital  increased by $246,613  over the
March 31, 2001 level.  During the current year accounts receivable and inventory
levels  decreased  by a combined  $428,486  compared to  year-end  balances as a
result  of the  decreased  level of sales  and  liquidation  of  finished  goods
manufactured in the prior year.  Concurrently,  accounts  payable was reduced by
$330,574 and revolving debt declined by $313,343 during the same period, leading
the improvement in working capital performance.

     Net cash  generated  from  operations in the current year totaled  $601,818
compared  to net cash used by  operations  of $227,591 in the same period of the
prior year, an improvement in excess of $800,000.  During the nine-month  period
in  fiscal  2001  inventories,  accounts  receivable  and other  current


                                     Page 9

<PAGE>

assets increased by approximately  $200,000 while accounts payable  decreased by
$435,000.  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 $61,681
in the  December  2001  period  representing  the  current  year net  funding of
premiums.  The  receivable  decreased  by a  net  of  $55,184  in  the  restated
nine-month  period ended  December  2000 as a result of the change in accounting
for these policies in the prior year, as described previously.

     Net  cash  provided  by  financing  activities  for the nine  months  ended
December 30, 2000 was $517,946 as the increases in operating  assets resulted in
additional  advances  against the revolving  line of credit.  During the current
year,  cash  generated  from  operations  was used to reduce  revolving  debt by
$313,343, resulting in net cash used by financing activities of $395,872.

     In January 2002 the Company  completed a refinancing  of term debt with its
current  lender at a lower  effective  interest  rate for all revolving and term
facilities.  Additional  borrowing  availability was obtained and is expected to
assist the Company in exploring new markets and product applications.

     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  although  the  Company is
continually exploring opportunities to reduce these expenses.

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.

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

Item 3. Defaults Upon Senior Securities.

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

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

     At the annual  meeting of  shareholders  of the Company held on December 5,
2001,  Robert A. Lerman,  John F. Ferraro and Anthony C.  Mirabella were elected
directors  of the  Company,  to serve  until  their  successors  are elected and
qualified.

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 11
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                 SIGNATURE PAGE





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




                                       THERMODYNETICS, INC.



Date: February 5, 2002                 By: /s/  Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President


Date: February 5, 2002                 By: /s/  Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer