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 Six Months Ended February 28, 2002

                         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 15, 2002
        -----                                   --------------------------------
  Common stock, $.01 Par Value                              17,729,171



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

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                             BSD MEDICAL CORPORATION

                             Condensed Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>

                              Assets                                            February 28,
                              ------                                                2002
                                                                             -------------------
Current assets:
<S>                                                                         <C>
    Cash and cash equivalents                                               $          492,720
    Receivables, net                                                                    87,567
    Related party receivables                                                          465,643
    Inventories                                                                        822,425
    Prepaid Expenses                                                                     9,719
    Deposits                                                                            13,113
                                                                             -------------------
           Total current assets                                                      1,891,187
                                                                             -------------------

Property and equipment, net                                                            137,557
Patents, net                                                                            29,703
                                                                             -------------------
                                                                            $        2,058,447
                                                                             -------------------

               Liabilities and Stockholders' Equity
               ------------------------------------

Current liabilities:
    Accounts payable                                                        $           59,353
    Accrued expenses                                                                   981,899
    Current portion of deferred revenue                                                 67,320
    Current portion on deferred gain on sale - leaseback                                45,983
                                                                             -------------------

           Total current liabilities                                                 1,154,555
                                                                             -------------------

Long term liabilities
    Deferred revenue                                                                   133,479
                                                                             -------------------

           Total liabilities                                                $        1,288,034
                                                                             -------------------

Stockholders' equity:
    Common stock, $.01 par value; authorized 20,000,000 shares;
      issued and outstanding 17,722,136, shares                                        177,222
    Additional paid-in capital                                                      20,864,617
    Deferred compensation                                                              (26,274)
    Accumulated deficit                                                            (20,244,918)
    Common stock in treasury 13,412 shares, at cost                                       (234)
                                                                             -------------------

           Net stockholders' equity                                                    770,413
                                                                             -------------------

                                                                            $        2,058,447
                                                                             ===================
</TABLE>

                                                                          Page 2
<PAGE>


                             BSD MEDICAL CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)
              Periods ended February 28 2002 and February 28, 2001
<TABLE>
<CAPTION>



                                                                       Three Months                        Six Months
                                                                          Ended:                             Ended:
                                                             ---------------------------------  ---------------------------------
                                                             February 28      February 28       February 28      February 28
                                                                  2002              2001             2002              2001
                                                             ---------------  ----------------  ---------------  ----------------

<S>                                                         <C>                   <C>          <C>              <C>
Sales                                                       $      26,147           71,571     $     294,515    $      76,651
Related party sales                                               380,215           14,018           585,819           60,223
Grant and license revenue                                               -                -                 -           28,110
                                                             ---------------  ---------------- ---------------  ----------------

           Total revenues                                         406,362           85,589           880,334          164,983
                                                             ---------------  ----------------  ---------------  ----------------

Costs and expenses:
    Cost of product sales                                          21,133           53,261            78,877           51,830
    Cost of related party sales                                   173,029                -           330,147           35,698
    Research and development                                      143,493          152,623           294,681          305,887
    Selling, general, and administrative                          250,260          201,866           498,427          477,600
                                                             ---------------  ----------------  ---------------  ----------------

           Total costs and expenses                               587,915          407,750         1,202,132          871,015
                                                             ---------------  ----------------  ---------------  ----------------


           Operating income (loss)                               (181,553)        (322,161)         (321,798)        (706,032)

Other income
    Interest income                                                   718            5,753             2,347           14,770
                                                             ---------------  ----------------  ---------------  ----------------

           Total other income                                         718            5,753             2,347           14,770
                                                             ---------------- ----------------  ----------------  ---------------

           Net loss                                         $    (180,835)        (316,408)    $    (319,451)   $    (691,262)
                                                             ===============  ================  ===============  ================

Net loss per common and common equivalent share,
   basic and diluted                                        $        (.01)            (.02)   $        (.02)             (.04)
                                                             ---------------  ----------------  ---------------  ----------------

                                                               17,711,000       17,490,000       17,652,000        17,490,000
Weighted average number of shares outstanding,
    basic and diluted
                                                                        -                                                   -
</TABLE>




See accompanying notes to financial statements.

                                                                          Page 3
<PAGE>
<TABLE>
<CAPTION>



                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
           Three months ended February 28 2002, and February 29, 2001

Increase (Decrease) in Cash and Cash Equivalents                               Feb. 28,          Feb. 28,
------------------------------------------------                                 2002              2001
                                                                            ---------------------------------

Cash flows from operating activities:
<S>                                                                        <C>              <C>
    Net loss                                                               $   (319,451)    $    (691,262)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
       Depreciation and amortization                                             23,816            16,393
       Provision for allowance of doubtful accounts                              42,403                 -
       Deferred gain on sale of building                                        (30,708)          (30,708)
       Issuance of common stock to directors                                     12,000            12,001
       Deferred compensation                                                      8,637             3,800
       (Increase) decrease in:
           Restricted certificate of deposit                                     15,313
           Receivables                                                          199,692           121,813
           Inventories                                                          (94,790)         (264,101)
           Prepaid expenses and deposits                                         12,272            28,814
       Increase (decrease) in:
           Accounts payable                                                     (54,389)            7,103
           Accrued expenses                                                     274,405           446,857
           Deferred Income                                                      (11,352)          165,831
                                                                            ---------------------------------
              Net cash by used in operating activities                           77,848          (183,459)
                                                                            ---------------------------------

Cash flows from investing activities:
    Purchase of property and equipment                                           (8,384)          (99,165)
    Purchase of patent license                                                  (18,000)                -
                                                                            ---------------------------------
              Net cash used in investing activities                             (26,384)          (99,165)
                                                                            ---------------------------------

Cash flows from financing activities:
     Proceedsfrom exercise of stock options                                      33,226               170
                                                                            ---------------------------------
              Net cash provided in financing activities                          33,226               170

Decrease in cash and cash equivalents                                             84,690          (282,454)
Cash and cash equivalents, beginning of period                                   408,030           731,494
                                                                            ---------------------------------
Cash and cash equivalents, end of period                                   $     492,720    $      449,040
                                                                            =================================
</TABLE>


Supplemental Disclosure of Cash Flow Information
o        The Company paid no money for interest and taxes during the
            period ending February 28 2002 and 2001
o        During the six months ended February 28, 2002, the Company
             exchanged its restricted CD to a bank for accounts
             receivable held by the bank of $73,604

                                                                          Page 4
<PAGE>

                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The  Condensed  Balance  Sheet as of February 28, 2002;  the  Condensed
Statements  of Operations  for the three and six months ended  February 28, 2002
and February 28, 2001; the Condensed  Statements of Cash Flow for the six months
ended February 28, 2002 and February 28, 2001, have been prepared by the Company
without an 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 28, 2002 have been made.

         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 28, 2002, are not necessarily indicative of the results to
be expected for the full year.

Note 2.    Net Loss Per Common Share

         Net loss per common share for the quarters  ended February 28, 2002 and
February 28, 2001 are based on the weighted average number of shares outstanding
during the  respective  periods.  Diluted  earnings per share are based upon the
weighted  average  share  per  common  stock   equivalent.   When  common  stock
equivalents are anti dilutive they are not included.

Note 3.    Related Party Transactions

         During the  periods  ended  February  28, 2002 and 2001 the Company had
sales to an  unconsolidated  affiliate  of  approximately  $585,819  and $60,223
respectively.

         At February 28, 2002,  deposits  payable  included in accrued  expenses
include  approximately  $575,560  consisting  of deposits on orders placed by an
unconsolidated affiliate and an entity controlled by a significant stockholder.

         At  February  28,  2002,  accounts  receivable  includes  approximately
$380,215 due from an  unconsolidated  affiliate  and an entity  controlled  by a
significant stockholder.


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

Liquidity and Capital Resources
-------------------------------

         Cash flow from  operations  was  primarily due to decreases in accounts
receivable  which  provided  $199,692  of cash flow and  increases  in  deposits
payable  (included in accrued  expenses) for future  orders which  provided cash
flow of $328,522.  The primary use of cash for operations related to an increase
in  inventory  of $94,790 and a decrease  in  accounts  payable of $54,389 and a
decrease  in other  accrued  expenses of $54,142.  The  current  cash  position,
accounts  receivables  and funds from  operations  were  sufficient  to meet the
Company's current operating cash requirement for the period.


                                                                          Page 5
<PAGE>

     Fluctuations in Operating Results
     ---------------------------------

         The Company's sales and operating results historically have varied (and
will be likely to continue to vary) on a  quarter-to-quarter  and a year to year
basis due to  cyclical  needs  for  research  equipment  as the sales are as yet
principally  limited to research  centers  involved in clinical  trials with the
BSD-2000,  the relatively large per unit sales prices of the Company's products,
and the  typical  fluctuations  in the mix of orders for  different  systems and
system  configurations.  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 28, 2002

         Product sales for the six months ended  February 28, 2002  increased by
$715,351 or 434% as compared to the six months ended February 28,2001.  Sales to
Thermatrx, an unconsolidated subsidiary,  accounted for approximately 67% of the
increase.  Grant and License revenue  consisting of fees paid to the Company for
the use of certain  patents based on reported  sales of the Licensee,  decreased
from $28,110 to $0. Selling,  General and Administrative  Expenses were $498,427
for the six months ended  February 28, 2002 an increase of $20,827 or 4.36%,  as
compared to $477,600 for the six months ended February 28,2001.  The increase is
primarily due to a write-off of  receivables  of $42,403 due to a write off of a
bad debt.  Total Costs and Expenses  increased by $331,117,  an increase of 38%,
primarily  due to  increased  cost of product  sales as a result of higher sales
volume  to  the  Company's  unconsolidated  subsidiary.   Thermatrx,  Inc.,  the
unconsolidated subsidiary, received FDA Approval to begin marketing its products
in July of 2001.  This  accounted  for the  increased  production  demand on the
Company as a supplier, as Thermatrx's customers have grown sharply. The Net Loss
for the six months ending February 28, 2002 was $319,451, as compared with a Net
Loss of $691,262 for the six months ending February 28, 2001.

         Research  and  Development  Expenses  decreased  to $294,681 in the six
months ended  February 28, 2002 as compared to $305,887 for the six months ended
February 28,2001. Research and Development efforts have been focused on four new
products  being  developed  for cancer  treatment,  on further  advances  in MRI
interface  and on research of  applicators  relating to the  treatment of breast
cancer.

     Three Months ended February 28, 2002

         Product sales for the three months ended February 28, 2002 increased by
$320,773 or 374.78% as compared to the three  months  ended  February  28, 2001.
Sales to Thermatrx accounted for an increase of approximately  $366,000 or 114%.
Selling,  General and  Administrative  Expenses  increased  from $201,866 in the
three  months ended  February  28,  2001,  to $250,260 in the three months ended
February  28,  2002,  an  increase of $48,394 or 24%.  Total Costs and  Expenses
increased by $180,165,  an increase of 44%,  primarily due to increased  cost of
goods sold as a result of higher sales. The Net Loss for the three months ending
February 28, 2002 was $180,835,  as compared with a Net Loss of $322,161 for the
three months ending February 28, 2001.

         Research and  Development  Expenses  were $143,493 for the three months
ended  February  28,  2002,  as compared to $152,623 in the three  months  ended
February 28, 2001.

                                                                          Page 6
<PAGE>


         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.  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 1998 10-KSB.


PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

         The  following  actions  affect the  Company's  ownership in TherMatrx,
Inc., an unconsolidated affiliate:

         The  number  of  shares  of  TherMatrx   common  and  preferred   stock
outstanding  has been  increased by a factor of 50 via a stock split.  The total
number of common  shares of TherMatrx,  Inc.  owned by the Company has therefore
increased to 2,700,000.

         TherMatrx,  Inc.  raised  approximately  $2.1 million in equity capital
through a Right  Offering  at $4.00 per share in which the  Company  declined to
participate. The Company's percentage ownership in TherMatrx, Inc. has therefore
decreased from approximately 34% to approximately 32%. The Company's  investment
in TherMatrx  shares are shown at $0 due to prior losses in TherMatrx from start
up costs in excess of the Company's cost basis.



                                                                          Page 7
<PAGE>


Item 6.       Exhibits and reports on Form 8-K

         (a) Exhibits

                None.


         b) Reports  on form 8-K - During  the  quarter,  the  Company  filed no
reports on Form 8-K.


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 15, 2002                                /s/ Hyrum A. Mead
       --------------                                ------------------------
                                                         President






                                                                          Page 8
<PAGE>