<PAGE>

================================================================================

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

                                _______________

                                   FORM 10-Q
                                _______________


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                      or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

        For the transaction period from ____________ to _______________

                        Commission File Number 0-28414

                                _______________

                                 UROLOGIX, INC.
            (Exact name of registrant as specified in its charter)


               Minnesota                                    41-1697237
      (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                14405 21st Avenue North, Minneapolis, MN 55447
                   (Address of principal executive offices)

      Registrant's telephone number, including area code: (763) 475-1400

                                _______________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes [X]  No [_]

As of May 1, 2001 the Company had outstanding 13,167,228 shares of common stock,
$.01 par value.

================================================================================
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
                                Urologix, Inc.
                           Condensed Balance Sheets
                     (In thousands except per share data)

<TABLE>
<CAPTION>
                                                              March 31, 2001        June 30, 2000
-------------------------------------------------------------------------------------------------
Assets                                                          (unaudited)               (*)
<S>                                                           <C>                   <C>
Current assets:
 Cash and cash equivalents                                          $     14             $    459
 Available-for-sale securities                                        12,552               23,139
 Accounts receivable, net                                              2,482                1,027
 Inventories, net                                                      2,333                1,454
 Prepaids and other current assets                                       338                  238
-------------------------------------------------------------------------------------------------
     Total current assets                                             17,719               26,317
-------------------------------------------------------------------------------------------------
Property and equipment:
 Machinery, equipment and furniture                                    6,842                5,259
 Less - accumulated depreciation                                      (4,042)              (3,580)
-------------------------------------------------------------------------------------------------
     Property and equipment, net                                       2,800                1,679
Deposits and other assets                                              3,049                3,960
Goodwill and other intangible assets, net                             20,615                    -
-------------------------------------------------------------------------------------------------
                                                                    $ 44,183             $ 31,956
=================================================================================================

Liabilities and Shareholders' Equity
Current liabilities:
 Accounts payable                                                   $  1,137             $  1,084
 Accrued liabilities                                                   1,750                1,488
 Current portion of long-term lease obligation                           399                    -
 Deferred income                                                       2,292                  614
-------------------------------------------------------------------------------------------------
     Total current liabilities                                         5,578                3,186
-------------------------------------------------------------------------------------------------
Long-term liabilities:
 Long term debt                                                          575                    -
 Long-term lease obligation                                              977                    -
-------------------------------------------------------------------------------------------------
     Total long-term liabilities                                       1,552                    -
-------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 2 and 8)
Shareholders' equity
 Common stock, $.01 par value, 25,000 shares authorized;
  13,155 and 11,608 shares issued and outstanding
                                                                         132                  116
 Additional paid-in capital                                          104,088               91,583
 Accumulated deficit                                                 (67,175)             (62,894)
 Accumulated other comprehensive income (loss)                             8                  (35)
-------------------------------------------------------------------------------------------------
     Total shareholders' equity                                       37,053               28,770
-------------------------------------------------------------------------------------------------
                                                                    $ 44,183             $ 31,956
=================================================================================================
</TABLE>

* The Balance Sheet at June 30, 2000 has been derived from the audited financial
  statements at that date but does not include all of the information and
  footnotes required by generally accepted accounting principles for complete
  financial statements.

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

                                       1
<PAGE>

                                Urologix, Inc.
                      Condensed Statements of Operations
                     (In thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended March 31,        Nine Months Ended March 31,
                                            -----------------------------       ----------------------------
                                                2001                2000          2001                 2000
------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>           <C>                  <C>
Sales                                       $  4,509              $ 2,327       $ 9,646              $ 6,158
Cost of goods sold                             1,715                1,213         3,758                3,478
------------------------------------------------------------------------------------------------------------
Gross profit                                   2,794                1,114         5,888                2,680
------------------------------------------------------------------------------------------------------------


Costs and expenses:
Selling, general and administrative            2,852                2,315         7,733                6,465
Research and development                         936                  789         2,390                2,781
Amortization of goodwill and other
 intangible assets                               359                    -           717                    -
------------------------------------------------------------------------------------------------------------
Total costs and expenses                       4,147                3,104        10,840                9,246
------------------------------------------------------------------------------------------------------------


Operating loss                                (1,353)              (1,990)       (4,952)              (6,566)
Interest income, net                             139                  367           671                1,099
------------------------------------------------------------------------------------------------------------
Net loss                                    $(1,214)              $(1,623)      $(4,281)             $(5,467)
============================================================================================================
============================================================================================================
Basic and diluted net loss per
common share                                $ (0.09)              $ (0.14)      $ (0.34)             $ (0.48)
============================================================================================================

Basic and diluted weighted average
number of common shares outstanding          13,091                11,526        12,577               11,494
                                            =============================       ============================
</TABLE>

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

                                       2
<PAGE>

                                Urologix, Inc.
                      Condensed Statements of Cash Flows
                                (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                   March 31,
                                                                        ------------------------------
                                                                           2001                  2000
------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                    <C>
Operating Activities:
 Net loss                                                               ($4,281)               ($5,467)
 Adjustments to reconcile net loss to net cash used for
  operating activities -
 Depreciation and amortization                                            1,341                  1,203
 Change in operating items, net of effects of acquisition:
  Accounts receivable                                                      (399)                  (148)
  Inventories                                                               (30)                 1,874
  Prepaids and other current assets                                       1,663                    341
  Accounts payable and accrued liabilities                               (1,361)                  (937)
------------------------------------------------------------------------------------------------------
 Net cash used for operating activities                                  (3,067)                (3,134)
------------------------------------------------------------------------------------------------------

Investing Activities:
 Purchases of property and equipment, net                                  (868)                  (559)
 Proceeds from sale of available-for-sale securities, net                10,630                  3,126
 Cash paid for acquisition, net of cash acquired                         (7,578)                     -
------------------------------------------------------------------------------------------------------
 Net cash provided by investing activities                                2,184                  2,567
------------------------------------------------------------------------------------------------------

Financing Activities:
 Payments of long-term debt                                                (171)                     -
 Proceeds from exercise of stock options                                    609                    283
------------------------------------------------------------------------------------------------------
 Net cash provided by financing activities                                  438                    283
------------------------------------------------------------------------------------------------------

Net decrease in Cash and Cash Equivalents                                  (445)                  (284)
Cash and Cash Equivalents:
 Beginning of period                                                        459                    658
------------------------------------------------------------------------------------------------------
 End of Period                                                         $     14               $    374
======================================================================================================
</TABLE>

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

                                       3
<PAGE>

                                Urologix, Inc.
                    Notes to Condensed Financial Statements
                                March 31, 2001
                                  (Unaudited)
1. Basis of presentation

     The accompanying unaudited condensed financial statements of Urologix, Inc.
(the "Company" or "Urologix") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. The balance sheet
as of March 31, 2001, the statements of operations for the three and nine months
ended March 31, 2001 and 2000, and the statements of cash flows for the nine
months ended March 31, 2001 and 2000, are unaudited but include all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the financial position at such dates and the operating results and cash flows
for those periods. Certain information normally included in financial statements
and related footnotes prepared in accordance with generally accepted accounting
principles has been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. The accompanying financial statements
should be read in conjunction with the financial statements and notes included
in Urologix' annual report on Form 10-K for the year ended June 30, 2000, filed
with the Securities and Exchange Commission.

     Results for any interim period shown in this report are not necessarily
indicative of results to be expected for any other interim period or for the
entire year.

2. Acquisition of certain assets from EDAP

     On October 1, 2000, Urologix purchased the Transurethral Microwave
Thermotherapy (TUMT(R)) product line and related patents and technologies from
EDAP TMS S.A., a French corporation, EDAP Technomed Medical Systems S.A., a
French corporation and EDAP Technomed Inc., a Delaware corporation (collectively
"EDAP"). Urologix paid total consideration of $7,988,000 in cash, issued
1,365,000 shares of common stock and a five-year warrant to purchase 327,466
shares of Urologix common stock at a price of $7.725 per share. Urologix also
agreed to assume approximately $1.5 million in lease obligations related to
equipment located at customer sites and issued a promissory note to pay EDAP
$575,000 plus accrued interest on December 30, 2003.

     The Company's acquisition of the TUMT product line and related patents and
technologies was accounted for using the purchase method. The purchase price was
allocated to the acquired assets and assumed liabilities based on the
determination of the fair value of the assets purchased and liabilities assumed.
Amounts assigned to intangible assets include $7.5 million for developed
technologies, which will be amortized over 15 years, $2.3 million for purchased
customer base, which will be amortized over 14 years, and $1.2 million for
trademarks, which will be amortized over 15 years. The purchase price and
related acquisition costs exceeded the preliminary values assigned to the net
assets by approximately $10.2 million, which was allocated to goodwill and will
be amortized over 15 years. The financial statements include the preliminary
allocation of purchase price, pending final determination of certain acquired
balances that are subject to adjustment when additional information concerning
valuations is finalized.

                                       4
<PAGE>

                                Urologix, Inc.
                    Notes to Condensed Financial Statements
                                March 31, 2001
                                  (Unaudited)

     The acquisition was accounted for using the purchase method. Accordingly
the statements of operations do not include the operating results of the
acquisition prior to October 1, 2000. The following unaudited pro forma
condensed results of operations for the periods ended March 31, 2001 and 2000
have been prepared as if the transaction occurred on July 1, 2000 and 1999,
respectively, (in thousands, except per share data):

                            Nine Months Ended March 31,
                             2001                  2000
--------------------------------------------------------
Revenues                   $12,408              $ 11,244
Operating loss              (7,084)              (10,047)
Net loss                    (6,701)               (9,421)
Net loss per share          ($0.51)               ($0.73)

     These unaudited proforma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which would have actually resulted had the combinations been in effect on July
1, 2000, or 1999, or of future results of operations.


3. Supplemental cash-flow information

     Selected cash payments and non-cash activities were as follows (in
thousands):

                                                     Nine Months Ended March 31,
                                                       2001                2000
-------------------------------------------------------------------------------
 Cash paid for interest                              $    169             $   1

 Non-cash investing activities:
       Equity capital issued for acquisition           11,911                 -
 Details of acquisition:
       Fair value of assets acquired                   25,376                 -
       Liabilities assumed                             (4,902)                -
       Issuance of Debt                                  (575)                -
       Stock issued                                   (11,911)                -
-------------------------------------------------------------------------------
       Cash paid                                        7,988                 -
 Less cash acquired                                      (410)                -
-------------------------------------------------------------------------------
 Net cash paid for acquisition                       $  7,578             $   -
===============================================================================


4. Basic and diluted net loss per share

     Basic and diluted net loss per common share was computed by dividing the
net loss by the weighted average number of shares of common stock outstanding
during the periods presented. The impact of common stock equivalents has been
excluded from the computation of weighted average common shares outstanding, as
the effect would be antidilutive.

                                       5
<PAGE>

                                Urologix, Inc.
                    Notes to Condensed Financial Statements
                                March 31, 2001
                                  (Unaudited)

5. Revenue recognition

     Revenue from product sales is recognized at the time of shipment, net of
estimated returns, which are also provided for at the time of shipment. Deferred
revenue for warranty service contracts is recognized over the contract period.
Revenue from equipment rental through the Company's per procedure fee program is
recognized at the time of equipment use.


6. Inventories

Inventories consisted of the following as of (in thousands):

                                               March 31, 2001    June 30, 2000
-------------------------------------------------------------------------------
   Raw materials                               $          808    $         444
   Work in process                                        246              210
   Finished goods                                       1,279              800
-------------------------------------------------------------------------------
                                               $        2,333    $       1,454
===============================================================================

7. Deferred Income

   Deferred income consisted of the following as of (in thousands):

                                               March 31, 2001    June 30, 2000
-------------------------------------------------------------------------------
   Deferred royalty income                     $        1,860    $           -
   Other deferred income                                  432              614
-------------------------------------------------------------------------------
                                               $        2,292    $         614
===============================================================================

     Deferred royalty income consists of a pre-paid non-exclusive license EDAP
previously granted to a third party for the use of technologies acquired by the
Company through the acquisition of EDAP's TUMT product line. Deferred royalty
income will be recognized based on sales in future years of products
incorporating the licensed technologies. Deferred royalty income is recognized
as the greater of amounts due based on actual sales or based on amortization of
the license fee over the remaining license period.

     Other deferred income relates to prepayments made to the Company under an
international distribution agreement and on warranty service contracts. Deferred
revenue for the international distribution agreement and the warranty service
contracts is recognized over the contract period.

                                       6
<PAGE>

                                Urologix, Inc.
                    Notes to Condensed Financial Statements
                                March 31, 2001
                                  (Unaudited)

8. Long-Term Debt

   Long-term debt consisted of the following as of (in thousands):

                                       March 31, 2001          June 30, 2000
-----------------------------------------------------------------------------
   Term debt                           $          575          $           -
   Long-term lease obligation                   1,376                      -
                                       --------------------------------------
   Less current portion                          (399)                     -
-----------------------------------------------------------------------------
     Total long-term debt              $        1,552          $           -
=============================================================================


     The long-term lease obligation was acquired by the Company through the
acquisition of EDAP's TUMT product line and will be repaid in monthly
installments through January, 2004. The term debt is a $575,000 promissory note
that was issued to EDAP at the time of the acquisition and accrues interest at
an annual rate of 6.31%. Both the principal and accrued interest are due on
December 30, 2003.

9. Comprehensive Loss

     Comprehensive loss includes all changes in equity during a period except
those resulting from investments by and distributions to shareholders. For the
Company, comprehensive loss represents net loss adjusted for unrealized gains
(losses) on available-for-sale securities.

(In thousands)                                      Nine Months ended March 31,
                                                      2001               2000
-------------------------------------------------------------------------------
Net loss                                            $(4,281)           $(5,467)
Change in net unrealized gains (losses) on
 available-for-sale securities                           43                (29)
-------------------------------------------------------------------------------
Comprehensive loss                                  $(4,238)           $(5,496)
===============================================================================

                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following is a discussion and analysis of Urologix' financial condition
and results of operations for the three and nine months ended March 31, 2001 and
2000. This section should be read in conjunction with the condensed financial
statements and related notes in Item 1 of this report and Urologix' Annual
Report on Form 10-K for the year ended June 30, 2000, which has been filed with
the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

     This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains, in addition to historical information, forward-
looking statements that are based on the Company's current expectations,
beliefs, intentions or future strategies. These statements are subject to risks
and uncertainties that could cause actual results to differ materially from the
statements, including the extent to which the physicians performing microwave
thermotherapy procedures are able to obtain third-party reimbursement, changes
in the reimbursement environment, market acceptance and the rate of adoption of
microwave thermotherapy for the treatment of BPH by the medical community, the
ability of the Company's key suppliers to provide product, the ability to
integrate the recently acquired Prostatron product line into the Company's
operations, the impact of competitive treatments, products and pricing, and the
effectiveness of the Company's sales and marketing organization. The Company
does not undertake responsibility to update such forward-looking statements to
reflect events that arise after the date of this report. A detailed discussion
of risks and uncertainties may be found in the Company's Annual Report on Form
10-K for the year ended June 30, 2000.


OVERVIEW

     Urologix, Inc., based in Minneapolis, develops, manufactures and markets
minimally invasive medical products for the treatment of urological disorders.

     The Company has developed and offers non-surgical, anesthesia-free,
catheter-based therapies that use a proprietary cooled microwave technology for
the treatment of benign prostatic hyperplasia (BPH), a disease that dramatically
affects more than 23 million men worldwide by causing adverse changes in urinary
voiding patterns. Urologix markets its products under the Targis(TM) and
Prostatron(R) names. Both systems utilize Cooled ThermoTherapy(TM), a targeted
microwave energy combined with a unique cooling mechanism that protects healthy
tissue and enhances patient comfort while providing safe, effective, lasting
relief from the symptoms of BPH. Cooled ThermoTherapy can be performed without
anesthesia or intravenous sedation and, as a result, can be performed in a
physician's office or an outpatient clinic. The Company believes Cooled
ThermoTherapy provides an efficacious, safe and cost effective solution for BPH
that provides results superior to medication without the complications and side
effects inherent in surgical procedures, and as such, is well positioned to
address the needs of physicians, patients and payors.

     The Company believes that third-party reimbursement will be essential to
acceptance of the Cooled ThermoTherapy procedure, and that clinical efficacy,
overall cost effectiveness and physician advocacy will be keys to obtaining such
reimbursement. The Company estimates that 60% to 80% of patients who receive
treatment in the United States will be eligible for Medicare coverage. The
remaining patients will either be covered by private insurers, including
traditional indemnity health insurers and managed care organizations, or be
private-paying patients. As a result, Medicare reimbursement is particularly
critical for widespread market acceptance in the United States.

                                       8
<PAGE>

     The rate of Medicare reimbursement for Cooled ThermoTherapy is dependent on
the site of service. Through July 31, 2000, Medicare had reimbursed hospitals on
a reasonable cost basis for each Cooled ThermoTherapy procedure performed. Under
the reasonable cost basis of reimbursement, Medicare reimbursed all reasonable
costs the hospital incurred in conducting the procedures. Beginning August 1,
2000, the United States Health Care Finance Administration ("HCFA"), which
administers Medicare, replaced the reasonable cost basis of reimbursement for
outpatient hospital-based procedures with a new fixed rate or "prospective
payment system". Under this new method of reimbursement, a hospital receives a
fixed reimbursement for each procedure performed in its facility.

     Medicare began to reimburse for Cooled ThermoTherapy procedures performed
in a physician's office on a fixed rate basis on January 1, 2001. The change was
a significant milestone for the Company, as it marked the first time patients
were covered directly by Medicare for in-office procedures. The Company believes
that this change in reimbursement allows Cooled ThermoTherapy treatments to be
preformed in the environment the technology was designed to service and will
lead to increased demand for the Company's products.

     With the recent changes in reimbursement rates and site of care for which
Medicare will reimburse procedures, Urologix is in a period of transition. The
Company will continue to support the hospital-based business while making the
preparations necessary to service and accelerate the volume of business in
urologists' offices. The Company's strategy will continue to focus on generating
physician access to and awareness of Cooled ThermoTherapy while creating patient
demand by providing education on the benefits of the treatment.

     The Company will continue to market its products through a direct sales
force in the United States and utilize a network of distributors
internationally.


RESULTS OF OPERATIONS

     Sales increased to $4.5 million and $9.6 million for the three and nine-
month periods ended March 31, 2001, from $2.3 million and $6.2 million during
the same periods in the prior fiscal year.

     Domestic sales for the three and nine months ended March 31, 2001,
increased 72% and 42% respectively from the same period in the prior fiscal
year. The growth in sales is the result of a significant increase in demand
resulting from the reimbursement change that allowed physicians to perform
Cooled ThermoTherapy in their office and increased volume generated by the
acquisition of the TUMT product line from EDAP. As a result, revenue generated
from the sales of disposable catheters increased 85% and 65% from the three and
nine months ended March 31, 2000. The Company is continuing to use "per
procedure" rental programs to generate rapid acceptance and adoption of Cooled
ThermoTherapy. The per procedure rental program is designed to provide easy
access to Cooled ThermoTherapy for a period up to 90 days without having a large
capital commitment. At the end of the trial period, the physician or hospital
has the option to purchase the unit, extend the trial or transition to a mobile
service provider. To date, the majority of control units sold by the Company
have been per procedure rental program units that were converted to sales at the
completion of the trial period.

     International sales for the three and nine months ended March 31, 2001
increased 1,129% and 616% respectively from the same periods a year ago. The
sales increases in both periods were primarily attributable to sales of
Prostatron products, both disposable procedure kits and equipment, acquired from
EDAP.

                                       9
<PAGE>

     Cost of goods sold increased to $1.7 million and $3.8 million for the three
and nine-month periods ended March 31, 2001, from $1.2 million and $3.5 million
during the same periods in the prior fiscal year. This increase resulted from
higher sales volume. Gross profit as a percentage of sales for the three-month
period ended March 31, 2001 increased to 62% from 48% in the same period of
fiscal year 2000. For the nine-month period ended March 31, 2001, gross profit
as a percentage of sales increased to 61% from 44% during the same period of the
prior fiscal year. The increase in both periods is primarily attributable to
continuing manufacturing process improvements, increased production volumes,
decreased raw-material costs, and the elimination of royalties previously paid
to EDAP.

     Selling, general and administrative expenses increased to $2.9 million and
$7.7 million from $2.3 million and $6.5 million for the three and nine-month
periods ended March 31, 2001, and 2000, respectively. The increased expenses are
primarily attributable to the expansion of the Company's direct sales force,
investments in customer training, advertising, and expenditures related to the
integration of the acquired Prostatron products. The Company expects sales and
marketing expenses to continue to increase as the Company intensifies its
efforts to generate awareness and acceptance of Cooled ThermoTherapy.

     Research and development expenses include expenditures for product
development, regulatory compliance and clinical studies. Research and
development expenses increased to $936,000 from $789,000 for the three-month
periods ended March 31, 2001 and 2000, respectively. The increase in quarterly
expenses resulted primarily from increased expenditures on product development
activities. Research and development expenses for the nine-month period ended
March 31, 2001 decreased to $2.4 million from $2.8 million during the same
period of the prior fiscal year. The decrease in research and development
expenses in the nine-months ended March 31, 2001 has resulted from reduced
clinical study expenses and reductions in staffing due to more focused product
development investments. The Company expects research and development expenses
to increase sequentially from current spending levels.

     Amortization of goodwill and other intangible assets was $359,000 and
$717,000 for the three and nine-month periods ended March 31, 2001. The
amortization of goodwill and other intangible assets is a result of the purchase
of the Prostatron product line from EDAP in October 2000.

     Net interest income decreased to $139,000 and $671,000 for the three and
nine-month periods ended March 31, 2001 from $367,000 and $1.1 million during
the same periods of the prior fiscal year. The decrease is primarily
attributable to lower interest income due to lower cash and investment balances
as well as higher interest expenses resulting from the debt assumed in the
product line acquisition from EDAP.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has financed its operations since inception through sales of
equity securities and, to a lesser extent, sales of product. As of March 31,
2001, the Company had total cash, cash equivalents and available-for-sale
securities of $12.6 million and working capital of $12.1 million.

     During the nine months ended March 31, 2001, the Company used $3.1 million
in operating activities, primarily as a result of the Company's net loss. The
Company generated $2.2 million in investing activities, which consisted of the
sale of $10.6 million of available-for-sale securities offset by a $7.6 million
investment in the acquisition of the Prostatron product line from EDAP and a
$868,000 investment in property, plant, and equipment. The Company generated
$438,000 through financing activities that consisted of $609,000 from the
exercise of stock options offset by $171,000 of payments of long-term debt. The
Company is financing its fiscal 2001 operating and investing activities
primarily through funds received in a November 1997 secondary offering that
raised net proceeds of $31.5 million.

                                       10
<PAGE>

     The Company expects to continue to incur additional losses at least through
fiscal 2001, and will use its working capital as it incurs substantial expenses
related to marketing and research and development activities. In addition, the
Company will continue to rent control units to customers on a per procedure
basis. Depending on the growth of this program, the Company may use substantial
capital to finance the units rented by customers.

     On October 1, 2000, the Company paid $7,988,000 in cash to EDAP TMS S.A.
("EDAP") in connection with the acquisition of EDAP's TUMT product line, related
patents and technologies. This acquisition was funded through existing cash
balances and the issuance of common stock and warrants to purchase common stock.

     As part of the acquisition, Urologix agreed to assume approximately $1.5
million dollars in lease obligations related to control units located at
customer sites within the U.S. This obligation will be paid over 40 months in
monthly installments of $53,643. Additionally, Urologix issued a promissory note
to pay EDAP $575,000 plus interest on December 30, 2003.

     The Company believes that existing cash, cash equivalents and
available-for-sale securities will be sufficient to fund its operations for at
least the next 12 months. However, there can be no assurance that the Company
will not require additional financing in the future or that any additional
financing will be available to the Company on satisfactory terms, if at all.


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

     The fair value of the Company's investment portfolio at March 31, 2001
approximated carrying value. Increases and decreases in prevailing interest
rates generally translate into decreases and increases in the fair value of
these instruments. Also, fair values of interest rate sensitive instruments may
be affected by the credit worthiness of the issuer, prepayment options, relative
values of alternative instruments, the liquidity of the instrument and other
general market conditions.

     Market risk was estimated as the potential decrease in fair value resulting
from a hypothetical 10% increase in interest rates for the issues contained in
the investment portfolio and was not materially different from the year-end
carrying value.

                                       11
<PAGE>

PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit 3.2   Bylaws of Urologix, Inc.

(b)  No reports on Form 8-K were filed during the period

                                       12
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date May 15, 2001



Urologix, Inc.
--------------

(Registrant)



/s/ Michael M. Selzer, Jr.
--------------------------

Michael M. Selzer, Jr.
President and Chief Executive Officer
(Duly Authorized Officer)



/s/ Christopher R. Geyen
------------------------

Christopher R. Geyen
Vice President and Chief Financial Officer
(Principal Financial Officer)

                                       13