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, 2003                               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)

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


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

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

            Class                              Outstanding at September 30, 2003
 Common stock $.01 Par Value                                   18,271,178 Shares

Transitional Small Business Disclosure Format     Yes |_|   No |x|

<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                      INDEX

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

PART I FINANCIAL INFORMATION

       Item 1.   Financial Statements

                 Consolidated Balance Sheets
                    September 30, 2003 and March 31, 2003................  3

                 Consolidated Statements of Income
                    Three Months Ended September 30,
                    2003 and 2002........................................  4

                 Consolidated Statements of Income
                    Six Months Ended September 30,
                    2003 and 2002........................................  5

                 Consolidated Statements of Cash Flows
                    Six Months Ended September 30,
                    2003 and 2002........................................  6

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

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

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

PART II OTHER INFORMATION

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

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

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

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

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

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

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


                                     Page 2
<PAGE>

                          PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                     September 30,       March 31,
                                                                         2003              2003
                                                                         ----              ----
                                                                      (Unaudited)         (Audited)
<S>                                                                  <C>               <C>
CURRENT ASSETS
--------------
  Cash                                                               $      1,952      $      1,752
  Accounts Receivable, Net                                              1,925,007         1,048,856
  Inventories                                                           1,847,409         1,557,339
  Prepaid Expenses and Other Current Assets                               400,918           226,184
                                                                     ------------      ------------
    Total Current Assets                                                4,175,286         2,834,131
                                                                     ------------      ------------

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
  Property, Plant and Equipment - At Cost                              16,615,641        12,516,143
  Less: Accumulated Depreciation                                        7,660,020         5,965,336
                                                                     ------------      ------------
   Property, Plant, and Equipment - Net                                 8,955,621         6,550,807
                                                                     ------------      ------------

OTHER ASSETS
------------
  Intangible Assets - Net of Amortization                               1,299,976            93,741
  Officers' Life Insurance Receivable                                     168,965           860,478
  Investment in Foreign Company                                            94,856            94,856
  Deposits and Other                                                      198,835            28,690
  Goodwill                                                                537,000               -0-
                                                                     ------------      ------------
    Total Other Assets                                                  2,299,632         1,077,765
                                                                     ------------      ------------

TOTAL ASSETS                                                         $ 15,430,539      $ 10,462,703
                                                                     ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
-------------------
  Accounts Payable                                                   $  1,846,426      $  1,161,709
  Accrued Taxes and Expenses                                              312,030           173,379
  Current Portion of Long-Term Debt                                       532,061           399,615
  Notes Payable - Bank                                                  1,492,992           741,058
  Notes Payable- Other                                                    550,000               -0-
  Other Current Liabilities                                               100,000               -0-
                                                                     ------------      ------------
    Total Current Liabilities                                           4,833,509         2,475,761
                                                                     ------------      ------------

DEFERRED INCOME TAXES                                                     200,000            50,000
LONG-TERM DEBT                                                          5,648,685         3,404,802

STOCKHOLDERS' EQUITY
--------------------
  Common Stock, Par Value $.01/Share, Authorized 25,000,000
  shares, issued 18,271,178 at 9/30/03 and 18,226,178 at 3/31/03          182,711           182,262
  Additional Paid-in Capital                                            5,506,601         5,503,225
  Less:  Stock Subscriptions Receivable                                   140,645           140,645
  Retained Earnings (Deficit)                                            (800,322)       (1,012,702)
                                                                     ------------      ------------
    Total Stockholders' Equity                                          4,748,345         4,532,140
                                                                     ------------      ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                               $ 15,430,539      $ 10,462,703
                                                                     ============      ============
</TABLE>

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


                                     Page 3
<PAGE>

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

<TABLE>
<CAPTION>
                                                      2003             2002
                                                      ----             ----
<S>                                              <C>               <C>
Net Sales                                        $  4,171,870      $  2,709,404

Cost of Goods Sold                                  3,119,348         1,906,798
                                                 ------------      ------------

Gross Profit                                        1,052,522           802,606

Selling, General & Administrative Expenses            748,485           541,457
                                                 ------------      ------------

Income From Operations                                304,037           261,149

Other Income (Expense)
     Interest Expense, Net                           (112,243)         (103,366)
     Other - Net                                     (103,675)          (21,805)
                                                 ------------      ------------
     Total Other Income (Expense)                    (215,918)         (125,171)

Income Before Income Taxes                             88,119           135,978

Provision for Income Taxes                             30,000               -0-
                                                 ------------      ------------

Net Income                                       $     58,119      $    135,978
                                                 ============      ============

Earnings per Share-Basic                         $       .003      $        .01
                                                 ============      ============

Earnings per Share-Diluted                       $       .003      $        .01
                                                 ============      ============

Weighted Average Shares Outstanding- Basic         18,250,690        18,083,076
                                                 ============      ============
Weighted Average Shares Outstanding- Diluted       18,250,690        18,232,768
                                                 ============      ============
</TABLE>

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


                                     Page 4
<PAGE>

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

<TABLE>
<CAPTION>
                                                      2003             2002
                                                      ----             ----
<S>                                              <C>               <C>
Net Sales                                        $  7,185,137      $  5,757,317

Cost of Goods Sold                                  5,218,645         4,178,560
                                                 ------------      ------------

Gross Profit                                        1,966,492         1,578,757

Selling, General & Administrative Expenses          1,376,637         1,062,941
                                                 ------------      ------------

Income From Operations                                589,855           515,816

Other Income (Expense)
     Interest Expense, Net                           (192,002)         (188,181)
     Other - Net                                     (105,475)          (41,842)
                                                 ------------      ------------
     Total Other Income (Expense)                    (297,477)         (230,023)

Income Before Income Taxes                            292,378           285,793

Provision for Income Taxes                             80,000               -0-
                                                 ------------      ------------

Net Income                                            212,378           285,793

Earnings per Share-Basic                         $        .01      $        .02
                                                 ============      ============

Earnings per Share-Diluted                       $        .01      $        .02
                                                 ============      ============

Weighted Average Shares Outstanding- Basic         18,227,408        17,983,076
                                                 ============      ============
Weighted Average Shares Outstanding- Diluted       18,227,408        18,114,744
                                                 ============      ============
</TABLE>

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


                                     Page 5
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2003           2002
                                                                ----           ----
<S>                                                          <C>            <C>
OPERATING ACTIVITIES:
---------------------
Net income                                                   $ 212,378      $ 285,793
         Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
Realized loss on impairment of securities                          -0-         18,237
Reduction of officers' life insurance receivable               102,875            -0-
Depreciation and amortization                                  234,893        170,964
Deferred tax provision                                          80,000            -0-
Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                   (268,692)        68,654
    Decrease (increase) in prepaid expenses and
        other assets                                            31,469        (84,512)
    Decrease (increase) in accounts receivable                   1,464         60,475
    Decrease (increase) in inventories                          33,125         99,383
    Increase (decrease) in accrued taxes and expenses           35,691       (101,707)
                                                             ---------      ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                      463,205        517,287
                                                             ---------      ---------
INVESTING ACTIVITIES:
---------------------
 Purchases of property, plant and equipment                   (304,718)      (339,078)
Acquisition of Vulcan Industries, Inc.                        (764,051)           -0-
Issuance of stock bonuses to employees                           3,825            -0-
Proceeds from officers' life insurance policies                637,485            -0-
Proceeds from sales of marketable securities                       -0-          3,963
Other (increase) decrease in officers life insurance           (17,227)       (34,454)
Proceeds from exercise of stock options                            -0-         30,000
                                                             ---------      ---------
NET CASH (USED IN) INVESTING ACTIVITIES                       (444,686)      (339,569)
                                                             ---------      ---------
FINANCING ACTIVITIES:
---------------------
Net proceeds (payments) on revolving and term debt             (18,519)      (193,503)
                                                             ---------      ---------


NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            (18,519)      (193,503)
                                                             ---------      ---------

INCREASE (DECREASE) IN CASH                                        -0-        (15,785)
CASH AT BEGINNING OF PERIOD                                      1,952         18,010
                                                             ---------      ---------

CASH AT END OF PERIOD                                        $   1,952      $   2,225
                                                             =========      =========
</TABLE>

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


                                     Page 6
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of results for the interim period. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted. The results of operations for the three and six months
ended September 30, 2003 and September 30, 2002 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, 2003    March 31, 2003
                                   ------------------    --------------
      Raw materials                    $  909,246          $  704,249
      Work-in-process                      37,650              29,248
      Finished goods                      900,513             823,842
                                       ----------          ----------
                                       $1,847,409          $1,557,339
                                       ==========          ==========

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

NOTE 3: EARNINGS PER SHARE

The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS 128). Earnings per share for the three months ended
September 30, 2003 and September 30, 2002 have been computed in accordance with
this pronouncement, based on the weighted average of outstanding shares during
the periods. The weighted average numbers of shares outstanding used in the
calculations are as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended Sept. 30    Six Months Ended Sept 30
                                           2003           2002           2003           2002
                                           ----           ----           ----           ----
<S>                                     <C>            <C>            <C>            <C>
Weighted Average Shares - (Basic)       18,250,690     18,083,076     18,227,408     17,983,076
Assumed Conversion of Stock Options            -0-        149,692            -0-        131,668
                                        ----------     ----------     ----------     ----------
Weighted Average Shares- (Diluted)      18,250,690     18,232,768     18,227,408     18,114,744
                                        ==========     ==========     ==========     ==========
</TABLE>

NOTE 4: INCOME TAXES

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

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


                                     Page 7
<PAGE>

<TABLE>
<CAPTION>
                                            September 30, 2003     March 31, 2003
                                            ------------------     --------------
<S>                                         <C>                    <C>
 Assets:
  Uniform capitalization adjustment            $    23,000           $  23,000
  Net operating loss carryforward                  524,000             522,000
  Investment tax credits                           144,000             144,000
  Write down of marketable security                144,000             143,000
  Other                                             69,000              43,000
                                               -----------           ---------
                                                   904,000             875,000
                                               -----------           ---------

Liabilities:
  Accelerated depreciation                      (1,104,000)           (925,000)
                                               -----------           ---------
                                                (1,104,000)           (925,000)
                                               -----------           ---------
Net deferred tax asset (liability)             $  (200,000)          $ (50,000)
                                               ===========           =========
</TABLE>

At September 30, 2003, the Company had net operating loss carryforwards of
approximately $1,578,000 expiring from 2004 to 2023.

NOTE 5: CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES

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

                                          Six Months Ended September 30,
                                          ------------------------------
                                               2003           2002
                                               -----          ----
      Cash payments for interest             $192,002       $188,181

The Company purchased all of the capital stock of Vulcan Industries, Inc for
$2,014,051. In conjunction with the acquisition, liabilities were assumed as
follows:

                 Fair value of assets acquired       $ 4,578,330
                 Cash paid for the capital stock        (764,051)
                 Debt issued for capital stock        (1,250,000)
                                                     -----------
                 Liabilities assumed                 $ 2,564,279
                                                     ===========

During the six months ended September 30, 2003, debt of $801,000 was incurred in
the purchase of machinery and equipment.

NOTE 6: FINANCIAL ACCOUNTING STANDARDS

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

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


                                     Page 8
<PAGE>

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

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

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

NOTE 7: ACQUISITION OF VULCAN INDUSTRIES, INC.

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

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

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

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

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


                                     Page 9
<PAGE>

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 current interim period and the corresponding interim period of the preceding
year, assuming the acquisition occurred at the beginning of the periods, are as
follows:

                                   Six Months Ended           Six Months Ended
                                  September 30, 2003         September 30, 2002
                                  ------------------         ------------------
Net revenues                           9,225,000                 9,263,000
Net income                               168,000                   216,000
Net income per share - diluted               .01                       .01


                                    Page 10
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

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

      RESULTS OF OPERATIONS

      Net sales for the three months ended September 30, 2003 totaled $4.2
million compared to $2.7 million for the comparable quarter of the prior year.
For the six month periods, net sales in the current year were $7.2 million vs.
$5.8 million for the prior fiscal year. In August, 2003 the Company purchased
Vulcan Industries, Inc, a Michigan manufacturer of fabricated metal tubing
products serving the automotive, furniture and appliance industries.
Consolidated net sales of the Company for the months of August and September
2003 include $903,000 reflecting Vulcan's operations. Excluding these sales,
revenues for the Company's other subsidiaries increased by $560,000 and
$525,000, respectively, for the current three and six month periods compared to
the prior year.

      Orders for air conditioning and cooling products are seasonal, normally
placed to meet inventory stocking requirements for the primary building season.
Residential construction in many regions of the US continues to demonstrate
solid growth and other product lines, in particular boiler tubing applications
and swimming pool heat pumps, also exhibited strong sales during the first six
months of the current year. Automotive applications added to the increased sales
exhibited in the September quarter. Despite lower interest rates, shipments of
products for non-automotive commercial and industrial applications remain
sluggish, consistent with levels of the prior year.

      As Vulcan is a company that has historically generated $5-6 million in
revenues, its addition to the consolidated financial statements are expected to
produce an annual rate of revenue for Thermodynetics in the $17 million range.
However, for the year ending March 31, 2004, the expected net revenues
contributed by Vulcan are anticipated to be $4 million, reflecting the partial
year of acquisition. In addition, because of a new supply agreement, Vulcan's
revenue base is expected to increase to the $11 million level for the Company's
fiscal year ending March 31, 2005, thereby creating consolidated revenues for
Thermodynetics expected to approximate $22 million, assuming no increases or
decreases in other markets.

      Gross profit margins declined in the current period versus the same period
last year (25% vs. 30% of net sales) and remained even at 27% of net sales for
the comparable year to date periods. The acquisition of Vulcan introduced the
Company into new markets for its tubing products, principally automotive and
related applications. These products tend to feature large volume requirements
that have higher direct cost percentages than the Company's historical product
mix. The Company's coaxial coil applications have higher engineering and value
added content, thereby generating higher contribution margins. The commodity
pricing of metals, principally copper and nickel, continued to be lower than the
previous year, thereby reducing the cost of direct and indirect materials. This
trend has recently begun to reverse itself as the Company has seen significant
increases in tubing costs during the most recent quarter. Current indications
are for a continued escalation in material costs over the next three to six
month period. Direct labor unit costs and manufacturing overhead expenses
remained flat as slightly higher labor rates and employee related expenses were
largely offset by improvements in manufacturing efficiency and productivity.

      Selling, general and administrative expenses increased by approximately
$207,000 and $314,000 over the comparable three and six month periods of the
prior year. In addition to the inclusion of non-manufacturing overhead expenses
generated by Vulcan since its acquisition, the Company made several additions to
staffing in sales application engineering, customer support and quality
engineering functions during early fiscal 2004 and the later stages of the
fiscal year ended March 31, 2003. As the Company plans on further additions to
its marketing and engineering staffs, future period operating expenses are also
expected to increase.

      Interest expense increased during both the current and year to date
periods as a result of debt obligations incurred in conjunction with the
acquisition of Vulcan and the inclusion of Vulcan's existing debt as of the date
of purchase. In addition, in conjunction with a large multi-year supply
agreement scheduled to commence in early fiscal 2005, Vulcan is in the process
of purchasing machinery and


                                    Page 11
<PAGE>

equipment totaling in excess of $2 million. This equipment is financed with a
term loan from a commercial lender and an economic development loan from the
local municipality.

      The aggregate purchase price of the Vulcan acquisition approximated
$2,014,000, including fees and expenses, and was financed with a combination of
cash, term and revolving debt from the Company's primary lender and notes
payable to the selling shareholders. A portion of the cash used for the
acquisition was obtained through the surrender of two officer life insurance
policies. The difference between the cash proceeds and the Company's long term
receivable relating to these policies, $102,875, was charged to earnings during
the current period. Part of the purchase price is being held in escrow as a
reserve against undisclosed liabilities.

      Income before income taxes for the three months ended September 30, 2003
(including the reduction of the long term receivable relating to the Vulcan
acquisition) was $88,119 as compared to $135,978 for the prior year,
approximately 2% and 5% of net sales for each period, respectively. For the year
to date periods, net income before taxes was $292,378 (4% of net sales) vs.
$285,793 (5% of net sales). During the current year, provisions for deferred
federal income taxes of $30,000 for the current quarter and $80,000 for the six
month period were recorded to reflect the utilization of net operating losses.
No provisions were required during the comparable periods last year as other
timing differences offset the calculated income tax effect of the prior period
earnings.

      LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 2003 working capital was a negative $658,000 compared to
a positive $358,000 at March 31, 2003. The negative working capital position is
primarily a result of short term debt issued by the Company in conjunction with
the acquisition of Vulcan. In addition, at the time of the purchase, Vulcan had
a negative working capital position. On a consolidated basis, current assets
increased by $1.3 million and total assets increased by $5.0 million over March
31, 2003. Consolidated current liabilities increased by $2.3 million for the
same period, reflecting the cost of financing the purchase of Vulcan.

      Excluding the net assets acquired upon the purchase of Vulcan, accounts
receivable increased by only $1,000 despite the significant increase in
shipments during the year. The cycle time for cash collections from customers
has improved as the Company has focused on improving accounts receivable
turnover. Concurrently, inventories decreased by $33,000 due to more efficient
inventory management coupled with refinements to stocking programs in place with
major metal tubing suppliers. Accounts payable decreased by over $268,000 in the
same period as cash flow generated from operations was used to reduce trade
debt.

      Investing activities relating to purchases of fixed assets were slightly
reduced in the current period as the Company completed several large projects
during the 2003 fiscal year. New capital project expenditures are projected to
remain below prior year levels and are expected to focus primarily on
enhancements to existing machinery and equipment. During the current period ,
the Company surrendered certain officer life insurance policies, generating
$637,000 in cash proceeds. These funds, plus internally generated cash,
aggregating a total of $764,000 were used for the cash portion of the purchase
of Vulcan. The balance of the acquisition costs was financed with revolving and
term debt from the Company's primary lender. This added debt load is expected to
be repaid during the next 5 years through cash flow generated by the combined
operations.

      Net cash used in financing activities in the quarter ended September 30,
2003 was $18,519 as compared to $193,503 for the comparable period of the prior
year. Excluding the financing of the Vulcan acquisition, net borrowings against
the revolving line of credit, combined with amortization of term debt, reduced
the overall level of debt carried by the Company in both the current and prior
year periods.

      Cost increases continue to play a more significant role in the Company's
day-to-day operations as competitive pricing pressures created in part by
weakened demand for products in certain markets restrict the Company's ability
to fully recover added expenses. Improvements in manufacturing processes and
procedures enable the Company to offset a portion of the effects of increased
costs of raw materials and continuing internal refinements are expected to
generate ongoing cost reductions. Future increases in interest rates charged by
financial institutions will impact both the Company's cost of


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<PAGE>

borrowing to fund future growth as well as the ability of its customers to sell
products in markets sensitive to interest rate fluctuations.

      FINANCIAL ACCOUNTING STANDARDS

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

      During 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS"), SFAS No. 143 "Accounting
for Retirement Obligations," which provides the accounting requirements for
retirement obligations associated with tangible long-lived assets. SFAS 143
would be effective for the Company's fiscal year ending March 31, 2004.
Management does not believe that adoption of this statement will significantly
impact the Company's financial statements.

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

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

      FORWARD LOOKING STATEMENTS

      This quarterly report contains certain forward-looking statements
regarding the Company, its business prospects and results of operations that are
subject to certain risks and uncertainties posed by many factors and events that
could cause the Company's actual business, prospects and results of operations
to differ materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: the Company's ability to successfully and timely develop and
finance new projects, the impact of competition on the Company's revenues, and
changes in unit prices, supply and demand for the Company's tubing product line
especially in applications serving the commercial, industrial and residential
construction industries.

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


                                    Page 13
<PAGE>

ITEM 3 CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures -

      Management believes that the Company's disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 (the "Exchange Act")) as of
the end of the reported period provide the material information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act within the specified time periods under the Exchange Act. No significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions were uncovered.

      Following the August 2003 acquisition of Vulcan Industries, the Company
began a review of Vulcan's accounting systems and procedures. The process was
not yet complete as of the filing date of this report. Based on its findings to
date, management believes that the internal controls over financial reporting at
Vulcan are acceptable and it has instituted several projects, including the
implementation of an integrated information technology system to further
strengthen these controls. The installation is planned to be completed by March
31, 2004.

(b) Changes in internal controls -

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


                                    Page 14
<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) 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)   A report on Form 8-K was filed on August 12, 2003 describing
                 the Company's acquisition of Vulcan Industries, Inc.


                                    Page 15
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                 SIGNATURE PAGE

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

                                      THERMODYNETICS, INC.


Date: November 14, 2003               By:    /s/ Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President and Chief Executive Officer


Date: November 14, 2003               By:    /s/ Robert I. Lieberman
                                           -------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer


                                    Page 16