U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                          FORM 10 - QSB


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

        For the Quarterly Period Ended February 29, 2000

                 Commission file number 0-10783


                     BSD MEDICAL CORPORATION


           DELAWARE                       75-1590407
   (State of Incorporation)    (IRS Employer Identification Number)


     2188 West 2200 South
     Salt Lake City, Utah                        84119
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number:  (801) 972-5555


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 [  ]


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


            Class                Outstanding as of April 3, 2000
 Common stock, $.01 Par Value              17,277,793



Transitional Small Business Disclosure Format (Check one):
Yes []   No [X]
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                     BSD MEDICAL CORPORATION

                    Condensed Balance Sheets
                           (Unaudited)
                Assets                     February 29,
                ------                         2000
                                           ------------
Current assets:
  Cash and cash equivalents                $    837,533
  Receivables                                    76,949
  Inventories                                 1,418,863
  Prepaid Expenses                               10,250
  Deposits                                        8,818
                                           ------------
    Total current assets                      2,352,413
                                           ------------

Property and equipment, net                      89,028
Long-term trade receivables                      12,740
Patents, net                                     13,655
                                           ------------
                                           $  2,467,836
                                           ------------

    Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                              130,254
  Accrued expenses                            1,002,617
  Current portion of long-term debt               6,780
  Current portion of deferred revenue            64,026
  Current portion on deferred gain on sale       61,416
    - leaseback
                                           ------------
    Total current liabilities                 1,265,093
                                           ------------
Long term liabilities
  Deferred revenue                               10,322
  Deferred gain on building                     107,399
    transaction
                                           ------------
    Total liabilities                         1,382,814
                                           ------------
Stockholders' equity:
  Common stock, $.01 par value; authorized      169,257
    20,000,000 shares; issued and
    outstanding 16,919,349, shares
  Additional paid-in capital                 20,693,856
  Deferred compensation                        (155,686)
  Accumulated deficit                       (19,622,170)
  Common stock in treasury 24,331 shares,          (235)
    at cost
                                           ------------
    Net stockholders' equity                  1,085,022
                                           ------------
                                           $  2,467,836
                                           ============
<PAGE>

                     BSD MEDICAL CORPORATION

               Condensed Statements of Operations
                           (Unaudited)
      Periods ended February 29, 2000 and February 28, 1999

                                          Three Months         Six Months
                                             Ended:              Ended:
                                     -------------------------------------------
                                      Feb. 29,   Feb. 28,   Feb. 29,   Feb. 28,
                                        2000       1999       2000       1999
                                      --------   --------   --------   --------
Product sales                       $   87,320    119,915  $ 168,250    227,607
Grant and license revenue               20,538     23,780    132,574     23,780
                                      --------   --------   --------   --------
    Total revenues                     107,858    143,695    300,824    251,387
                                      --------   --------   --------   --------
Costs and expenses:
  Cost of product sales                 53,554    121,481     89,776    208,159
  Research and development             146,029    117,603    271,080    228,596
  Selling, general, and                235,292    148,882    562,575    289,348
    administrative
                                      --------   --------   --------   --------
    Total costs and expenses           434,875    387,966    923,560    726,103
                                      --------   --------   --------   --------
    Operating loss                    (327,017)  (244,271)  (622,736)  (474,716)

Other income (expense):
  Interest income                       14,809     24,950     32,601     56,506
  Interest expense                        (235)      (850)      (519)    (2,027)
  Loss in joint venture                (94,539)  (166,313)  (209,539)  (288,545)
                                      --------   --------   --------   --------
    Total other income (expense)       (79,965)  (142,213)  (177,457)  (234,066)
                                      --------   --------   --------   --------

    Net loss before income taxes     $(406,982)  (386,484) $(800,193)  (708,782)
Income tax expense                           -    (32,827)         -    (32,827)
                                      --------   --------   --------   --------
    Net loss                          (406,982)  (419,311)  (800,193)  (741,609)
                                      ========   ========   ========   ========
Net income (loss) per common and
  common equivalent share            $   (0.02)     (0.03)  $  (0.05)     (0.05)
                                      ========   ========   ========   ========

Weighted average number of shares   16,919,000 16,680,000 16,919,000 16,680,000
  outstanding                       ========== ========== ========== ==========


See accompanying notes to financial statements.
<PAGE>
                     BSD MEDICAL CORPORATION

         Condensed Statements of Cash Flows (Unaudited)
      Periods ended February 29, 2000 and February 28, 1999

Increase (Decrease) in Cash and Cash
  Equivalents                                      2000          1999
------------------------------------            -----------   -----------
Cash flows from operating activities:
  Net loss                                      $  (800,193)     (741,609)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization                  10,984        11,546
      Deferred gain on sale of building             (30,708)      (30,708)
      Deferred compensation                           3,800         3,800
      Sale of equipment                                   -         1,201
      (Increase) decrease in:
        Receivables                                 (17,683)       25,812
        Inventories                                (510,622)      (97,128)
        Prepaid expenses and deposits                22,480        10,380
      Increase (decrease) in:
        Accounts payable                             99,465        (8,893)
        Accrued expenses                            235,612       (68,105)
        Deferred Income                             (36,700)      (50,164)
        Loss (income) from equity investment        209,538       288,545
                                                -----------   -----------
          Net cash used in operating               (814,027)     (655,323)
            activities                          -----------   -----------

Cash flows from investing activities:
  Purchase of property and equipment                (12,461)      (27,968)
  Purchase of patent license                        (13,928)            -
  Proceeds from exercise of stock                     8,062             -
    options                                     -----------   -----------
          Net cash used in investing                (18,327)      (27,968)
            activities

Cash flows from financing activities:
  Payments on short term notes payable                    -       (14,221)
  Principal payments on long-term debt              (19,142)      (15,098)
    obligation                                  -----------   -----------
          Net cash used in financing activities     (19,142)      (29,320)
                                                -----------   -----------
Decrease in cash and cash equivalents           $  (851,496)     (712,610)
Cash and cash equivalents, beginning of           1,689,029     2,798,032
  period                                        -----------   -----------
Cash and cash equivalents, end of period        $   837,533     2,085,422
                                                ===========   ===========
Supplemental Disclosure of Cash Flow
  Information
------------------------------------
  Cash paid for interest during period          $       519         2,027
<PAGE>
                     BSD MEDICAL CORPORATION
             Notes to Condensed Financial Statements

Note 1.  Basis of Presentation

   The  Condensed  Balance  Sheet as of  February  29,  2000  the
Condensed  Statements of Operations for the  three  months  ended
February 29, 2000 and February 28, 1999; the Condensed Statements
of  Cash  Flows for the six months ended February  29,  2000  and
February  28,  1999,  have been prepared by the  Company  without
audit.   In  the  opinion of management, all adjustments  to  the
books   and   accounts  (which  include  only  normal   recurring
adjustments) necessary to present fairly the financial  position,
results of operations, and changes in financial position  of  the
Company  as  of  February 29, 2000 have been  made.   During  the
period ended May 31, 1999, TherMatrx, Inc. received an additional
capital   infusion  from  TherMatrx  Investment   Holdings,   LLC
(assignee of Oracle Strategic Partners, L.P. and Charles Manker).
This infusion was based on TherMatrx's achievement of key success
milestones  in  the clinical investigation of a  new  therapy  to
treat  BPH with microwave energy.  This infusion decreased  BSD's
ownership of TherMatrx from 54% to 34%.  During the period ending
February   28,  1999,  BSD  presented  consolidated   financials;
however,  BSD has become a minority shareholder in TherMatrx  and
thus  has  changed the method of accounting from a  consolidation
method to an equity method for the investment in TherMatrx.   The
financial statements for February 29, 1999 have been restated  to
reflect the 34% ownership.

   Certain information and footnote disclosures normally included
in  financial  statements prepared in accordance  with  generally
accepted  accounting principles have been condensed  or  omitted.
The  results of operations for the period ended February 29, 2000
are  not necessarily indicative of the results to be expected for
the full year.

Note 2.  Detail of Certain Balance Sheet Accounts

         Inventories:
           Raw Materials              $  557,588
           Work in Process               861,275
                                      ----------
                                      $1,418,863
                                      ==========

         Accrued expenses:
           Customer deposits          $  515,850
           Accrued expenses              140,761
           Investment in subsidiary      346,006
                                      ----------
                                      $1,002,617
                                      ==========


Note 3.  Net Loss Per Common Share

   Net  Loss per common share for the three and six months period
ended  February 29, 2000, and February 28, 1999 are based on  the
weighted   average  number  of  shares  outstanding  during   the
respective periods.

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

Liquidity and Capital Resources

   Total assets decreased from $2,797,917 at August 31, 1999,  to
$2,467,836  at  February  29, 2000, a decrease  of  $330,081,  or
11.8%,  primarily due to a decrease in cash of $851,496 or 50.41%
that was used for operations.

  Receivables increased by $17,683, a change of 29.84%, primarily
due  to normal periodic business fluctuations.  Total inventories
increased by $510,622, an increase of 56.22%, due to purchase  of
materials for future shipments.

  Total current liabilities increased by $503,169, an increase of
66.04%.   This  increase  was primarily caused  by  increases  in
accrued   expenses,  customer  deposits,  and  accounts  payable,
combined with the equity loss in TherMatrx, Inc.

   The  Company  has  long  term receivables  for  field  service
contracts of $12,740, as of February 29, 2000.

Fluctuations in Operating Results

   The  Company's  sales and operating results historically  have
varied (and will likely continue to vary) greatly on a quarter-to-
quarter  and a year to year basis due to volatilities  associated
with  international operations; budgeting considerations  of  the
Company's  customers; the nature of the medical capital equipment
market;  the  ability  of the Company to predict  the  timing  of
various  approvals required from the Food and Drug Administration
and  other governmental agencies; the relatively large  per  unit
sales  prices of the Company's products; the typical fluctuations
in   the   mix  of  orders  for  different  systems  and   system
configurations;  the  limited unit sales volumes;  the  Company's
limited cash resources; changes in Medicare and other third-party
reimbursement  policies; competition;  and  other  factors.   For
these  and  other  reasons,  the  results  of  operations  for  a
particular fiscal period may not be indicative of results for any
other period.

Results of Operations:

Six Months ended February 29, 2000

   Product  sales  for  the six months ended February  29,  2000,
decreased  by  $59,357, or 26.08% as compared to the  six  months
ended February 28, 1999. This decrease resulted from inability to
fulfill  European orders due to delayed receipt of  the  CE  Mark
approval on the new BSD-2000/3D system, now required for sales to
European Union (EU) countries.  The Company announced receipt  of
the  CE  Mark for this system January 27, 2000, too late  in  the
quarter  to  begin  shipment of European orders,  deferring  them
beyond the second quarter accounting period.  (As of February 29,
2000,  BSD had a backlog of $1,816,553, compared to a backlog  of
$539,750 as of February 28, 1999.)

   Gross profit on product sales was $78,474 in the quarter ended
February 29, 2000, an increase of $59,026 of 303.51%, as compared
to $19,448 in the quarter ended February 28, 1999, as a result of
reduced material and indirect labor costs.

   Selling, General and Administrative Expenses were $562,704 for
the  six  months ended February 29, 2000, an increase of $273,227
or  94.43%,  as  compared to $289,348 for the  six  months  ended
February  28,1999,  substantially  due  to  increased  sales  and
marketing  expenditures for promotion of new products,  and  also
due to higher personnel costs.

   Research and Development Expenses increased to $271,080 in the
six  months  ended February 29, 2000 as compared to $228,596  for
the  six  months ended February 28, 1999, an increase of $42,484,
or  18.58%.  The increase was due to accelerated use of resources
devoted  to completion of the BSD-2000/3D system, development  of
new  products not yet announced for sale and the costs associated
with obtaining CE Marking approval.

  The Total Costs and Expenses increased by $197,457, an increase
of  27.19%, primarily resulting from the aforementioned increases
in   Selling,   General  and  Administrative  and  Research   and
Development Expenses.

  Interest expense for the six months ended February 29, 2000 was
$519,  compared to $2,027 of Interest Expense for the six  months
ended  February 28, 1999.  The decrease was caused by  the  lower
interest  costs associated with notes payable as the notes  reach
maturity.

   The  Net Loss for the six months ending February 29, 2000  was
$800,193  as  compared  to  $741,609 for  the  six  months  ended
February 28, 1999.  This loss was principally the result of delay
in  processing of European orders while the Company was obtaining
the  CE Mark for the new BSD-2000/3D system, and its holdings  in
TherMatrx as an investment.

Three Months ended February 29, 2000

   Product Sales were $87,320 for the three months ended February
29,  2000,  a  decrease  of $32,595, or 27.18%,  as  compared  to
$119,915  for the three months ended February 28, 1999  primarily
due to a delay in processing of European orders while the Company
was  obtaining  the  CE Marking approval on the  new  BSD-2000/3D
system.  The CE Marking is now required for sales to all European
Union  (EU) countries.  The Company announced receipt of  the  CE
Mark  approval  for  its new system January  27,  2000.   (As  of
February 29, 2000, BSD had a backlog of $1,816,553, compared to a
backlog of $539,750 as of February 28, 1999.)

   Gross  profit  on product sales increased to $33,766  for  the
three  months ended February 29, 1999, as compared to a  loss  of
$1,566  for the three months ended February 29, 1999 as a  result
of reduced material and indirect labor costs.

   Selling, General and Administrative Expenses were $235,292 for
the three months ended February 29, 2000, an increase of $86,410,
or  58.04%,  as compared to $148,882 for the three  months  ended
February  28, 1999, primarily as a result of increased sales  and
marketing expenditures to promote new products.

  Research and Development Expenses increased to $146,029 for the
three months ended February 29, 2000, as compared to $117,603 for
the  three months ended February 2, 1999, an increase of $28,426,
or  24.17%.  The increase was due to accelerated use of resources
devoted  to completion of the BSD-2000/3D system, development  of
new  products not yet announced for sale and the costs associated
with obtaining CE Mark approval.

   Total Costs and Expenses increased by $46,909, an increase  of
12.09%,  primarily  caused  by  the aforementioned  increases  in
Selling,  General and Administrative and Research and Development
Expenses.

   Interest Expense for the three months ended February 29,  2000
was  $235, as compared to $850 of Interest Expense for the  three
months  ended February 28, 1999.  The decrease was caused by  the
lower  interest costs associated with notes payable as the  notes
reach maturity.

  The Net Loss for the three months ending February 29, 2000, was
$406,982,  as compared with a Net Loss of $419,311 for the  three
months  ending  February 28, 1999. This loss was principally  the
result  of  delay  in  processing of European  orders  while  the
Company was obtaining the CE Mark for the new BSD-2000/3D system,
and its holdings in TherMatrx as an investment.


   YEAR  2000 COMPLIANCE. BSD Medical's administrative  computers
were  Year  2000 (Y2K) compliant prior to January  1,  2000,  and
experienced  no  disruption on the new year  rollover.   Software
upgrades  making  BSD  products Year 2000  (Y2K)  compliant  were
developed  by BSD, released for sale, and have been installed  as
individually  arranged by customers. In the event that  customers
elect  not  to purchase the updated software, those  systems  can
still  be  safely operated by making a one-time entry of  a  year
between 1985 and 1999.  The system operations and calculations do
not  include any date driven functions, and therefore the systems
do  not  exhibit any change in performance due to the arrival  of
the  year  2000;  rather the date is used only  as  a  method  to
identify the treatment record.  Thus, the use of an invalid  date
does  not  create  any  material risks.  These  systems  are  not
connected  to any other computer systems, as they are stand-alone
systems.

   FORWARD OUTLOOK AND RISKS.  From time to time, the Company may
publish  forward-looking statements relating to such  matters  as
anticipated    financial   performance,    business    prospects,
technological development, new products, research and development
activities   and   similar  matters.   The   Private   Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-
looking  statements.  In order to comply with the  terms  of  the
safe  harbor,  the Company notes that a variety of factors  could
cause  the  Company's  actual results and  experience  to  differ
materially  from  the anticipated results or  other  expectations
expressed in any of the Company's forward-looking statements.

  This form 10-QSB contains and incorporates by reference certain
"forward-looking statements" within the meaning of Section 27A of
the  Securities  Act  and Section 21E of the  Exchange  Act  with
respect  to results of operations and businesses of the  Company.
All  statements,  other  than  statements  of  historical  facts,
included  in  this Form 10-QSB, including those regarding  market
trends,  the  Company's  financial position,  business  strategy,
projected  costs,  and  plans and objectives  of  management  for
future operations, are forward-looking statements.  These forward-
looking   statements   are  based  on   the   Company's   current
expectations.    Although   the   Company   believes   that   the
expectations  reflected  in such forward-looking  statements  are
reasonable, there can be no assurance that such expectations will
prove to be correct.

   CHANGING  REGULATORY ENVIRONMENT.  The Company's  business  is
subject   to  extensive  federal,  state  and  local  regulation.
Political, economic and regulatory influences are subjecting  the
health  care industry in the United States to fundamental change.
See "Government Regulation" in the Company's fiscal 1999 10-KSB.


PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

  The following exhibit is filed as part of this report:

Exhibit
Number                            Description
-------                           -----------
  27            Financial Data Schedule.

b) Reports  on Form 8-K - During the quarter, no reports on  Form
   8-K were filed by the Company.
<PAGE>
SIGNATURE


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


                              BSD MEDICAL CORPORATION



Date:  April 13, 2000           /s/ Hyrum A. Mead
                                ------------------
                                Hyrum A. Mead
                                President