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 May 31, 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 May 31, 2000
 Common stock, $.01 Par Value           17,423,692



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)
                Assets                           May 31,
                                                  2000
             -------------                  ---------------
Current assets:
  Cash and cash equivalents                 $     443,400
  Receivables                                     439,427
  Inventories                                   1,359,068
  Prepaid Expenses                                  5,125
  Deposits                                         29,568
                                            ---------------
    Total current assets                        2,276,587
                                            ---------------

Property and equipment, net                        87,752
Long-term trade receivables                        12,740
Patent, net                                        13,450
                                            ---------------
                                            $   2,390,530
 Liabilities and Stockholders' Equity
 --------------------------------------
Current liabilities:
  Current portion on deferred gain on sale         61,416
    -leaseback
  Current portion of long-term debt                 1,715
  Current portion of deferred revenue              41,946
  Accounts payable                                 41,736
  Accrued expenses                                446,231
  Equity investment                               495,193
                                            ---------------
    Total current liabilities                   1,088,237
                                            ---------------

Long-term debt                                          -
Deferred gain on building transaction              92,045
Deferred revenue                                   10,322
                                            ---------------
    Total liabilities                           1,190,604
                                            ---------------

Stockholders' equity:
  Common stock, $.01 par value; authorized
    20,000,000 shares; issued and
    outstanding 17,423,692, shares                174,237
  Additional paid-in capital                   20,715,359
  Accumulated deficit                         (19,677,963)
  Deferred compensation                            (7,606)
  Stock subscription receivable                    (3,867)
  Less 24,331 shares of  treasury stock,
    at cost                                          <234>
                                            ---------------
    Net stockholders' equity                    1,199,926
                                            ---------------
                                            $   2,390,530
                                            ===============
See accompanying notes to financial statements.

<PAGE>
                     BSD MEDICAL CORPORATION

               Condensed Statements of Operations
                           (Unaudited)
           Periods ended May 31, 2000 and May 31, 1999


                                     Three Months            Nine Months
                                        Ended:                 Ended:
                                    --------------         --------------
                                  May 31,     May 31,     May 31,    May 31,
                                   2000        1999        2000       1999
                                ----------  ----------  ----------  ----------
Sales                          $  830,978      81,086  $  999,228     308,693
Grant and license revenue          34,099           -     166,674      23,780
                                ----------  ----------  ----------  ----------
    Total revenues                865,077      81,086   1,165,902     332,473
                                ----------  ----------  ----------  ----------
Costs and expenses:
  Cost of product sales           294,598     138,572     384,374     346,732
  Research and development        175,871     141,789     446,951     370,384
  Selling, general, and           309,164     407,969     871,870     741,313
    administrative
                                ----------  ----------  ----------  ----------
    Total costs and expenses      779,633     688,330   1,703,195   1,458,429
                                ----------  ----------  ----------  ----------

    Operating income (loss)        85,444    (607,244)   (537,293) (1,125,956)
                                ----------  ----------  ----------  ----------

Other income (expense):
  Equity Earnings in TherMatrx,  (149,188)   (120,046)   (358,726)   (408,591)
  Interest income                   8,255      20,515      40,856      77,023
  Interest expense                   (121)       (404)       (640)     (2,432)
                                ----------  ----------  ----------  ----------
    Total other expense          (141,054)    (99,935)   (318,510)   (334,000)
                                ----------  ----------  ----------  ----------

    Net loss                   $  (55,610)   (707,179) $ (855,803) (1,459,956)
                                ==========  ==========  ==========  ==========

Net loss per common and common
  equivalent share, basic and  $     (.00)       (.04) $     (.05)       (.09)
                                ----------  ----------  ----------  ----------

Weighted average number of
  shares outstanding,
  basic and diluted             17,322,000  16,661,000  16,909,000  16,661,000



See accompanying notes to financial statements.

<PAGE>
                     BSD MEDICAL CORPORATION

         Condensed Statements of Cash Flows (Unaudited)
        Nine Months ended May 31, 2000, and May 31, 1999

                                               May 31,       May 31,
                                                2000          1999
                                            -----------    -----------
Cash flows from operating activities:
  Net loss                                 $  (855,803)    (1,459,956)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
    Depreciation and amortization               16,857         17,674
    Deferred compensation                      151,880        151,880
    Stock issued for compensation               12,000        145,489
    Deferred gain on sale of asset             (46,062)       (46,062)
    (Increase) decrease in:
      Receivables                             (380,161)       230,920
      Inventories                             (450,827)      (311,476)
      Prepaid expenses and deposits              6,855         16,406
    Increase (decrease) in:
      Accounts payable                          10,947          3,000
      Accrued expenses                          25,226        137,556
      Deferred income                          (58,774)       (71,875)
      Loss from equity investment              358,726        408,591
                                            -----------    -----------
        Net cash used in operating          (1,209,136)      (777,853)
         activities                         -----------    -----------

Cash flows from investing activities:
  Purchase of property and equipment           (17,038)       (35,151)
  Cash in unconsolidated subsidiary                  -     (3,593,083)
  Purchase of patent license                   (13,928)             -
                                            -----------    -----------
        Net cash used in investing             (30,966)    (3,628,234)
                                            -----------    -----------

Cash flows from financing activities:
  Proceeds from issuance of common stock        18,680              -
  Principal payments on long-term debt
   obligation                                  (24,207)       (43,404)
                                            -----------    -----------
        Net cash used in financing
         activities                             (5,527)       (43,404)
                                            -----------    -----------

Decrease in cash and cash equivalents      $(1,245,629)    (4,449,491)
Cash and cash equivalents, beginning of
 period                                      1,689,029      6,391,115
                                            -----------    -----------
Cash and cash equivalents, end of period   $   443,400      1,941,624
                                            ===========    ===========

Supplemental Disclosure of Cash Flow
 Information
------------------------------------
  Cash paid for interest during period     $       640          2,432

Supplemental Non-cash
----------------------
  Investment in entity                     $         -        409,985
  Inventories                                        -        (32,983)
  Other Assets                                       -         (2,781)
  Property and equipment                             -       (116,517)
  Accounts payable                                   -         13,329
  Accrued expenses                                   -        172,104
  Minority interest                                  -      3,149,946
                                            -----------    -----------
        Total Non-cash                               -      3,593,083
  Less cash in unconsolidated subsidiary             -      3,593,083
                                            -----------    -----------
                                                     -              0

During the nine months ended May  31, 2000, the Company issued common stock
in exchange for a stock subscription receivable of $3,867.

<PAGE>
                     BSD MEDICAL CORPORATION
             Notes to Condensed Financial Statements

Note 1.  Basis of Presentation
   The  Condensed Balance Sheet as of May 31, 2000; the Condensed
Statements of Operations for the three and nine months ended  May
31,  2000,  and  May 31, 1999; the Condensed Statements  of  Cash
Flows  for the nine months ended May 31, 2000, and May 31,  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 May 31,  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%. Since BSD has become a minority shareholder  in
TherMatrx,   the  method  of  accounting  has  changed   from   a
consolidation method to an equity method.


   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 May 31, 2000, 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 May 31, 2000,
and  May  31, 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
$2,390,530  at  May 31, 2000, a decrease of $407,387,  or  14.56%
primarily  due to a decrease in cash of  $1,245,630,  or  73.75%,
that was used for working capital.

    Receivables  increased  $380,161,  an  increase  of  600.41%,
primarily  due  to  an  increase  in  sales.   Total  inventories
increased  by $450,827, an increase of 49.64% due to purchase  of
materials for future shipments.

  Total current liabilities increased by $326,313, an increase of
42.83%.   The increase was primarily caused by decreases in  long
term  debt  and  deferred  revenue and  an  increase  in  accrued
expenses combined with the equity loss in TherMatrx, Inc.

   The  Company  has  long  term receivables  for  field  service
contracts,     as    of    May    31,    2000,    of     $12,740.

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 risks 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  price  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:

Nine Months ended May 31, 2000

   Product Sales increased from $308,693 in the nine months ended
May  31, 1999, to $999,228 in the nine months ended May 31, 2000,
an increase of $690,535, or 223.70%, as the Company began to ship
sales to Europe, as a result of the CE Mark, as well as receiving
additional new orders from U.S. customers.

   Gross profit on product sales increased from a loss of $38,039
in  the  nine months ended May 31, 1999, to $614,854 in the  nine
months  ended  May  31,  2000, as a result of  efficiencies  from
increased sales and high margins on sales fulfilled.

   Selling,  General and Administrative Expenses  increased  from
$741,313  in  the nine months ended May 31, 1999, to $871,870  in
the  nine  months ended May 31, 2000, an increase of $130,557  or
17.61% due to an increased emphasis on sales and marketing.

   Research and Development Expenses increased from $370,384  for
the  nine  months  ended May 31, 1999, to $466,951  in  the  nine
months ended May 31, 2000, an increase of $76,567, or 20.67%, due
to   increased  resources  devoted  to  completion  of  the  BSD-
2000/3D/MR system, development of new products not yet  announced
for  sale  and  the  costs associated with obtaining  CE  Marking
approval.

   Total  Costs  and Expenses for the nine months ended  May  31,
2000,  increased  by $244,766, an increase of  16.78%,  primarily
resulting  from the aforementioned increases in Selling,  General
and Administrative and Research and Development Expenses.

   Interest  Expense in the nine months ended May 31,  2000,  was
$640, compared with $2,432 of Interest Expense in the nine months
ended  May  31,  1999.   The decrease was  caused  by  the  lower
interest  costs associated with notes payable as the notes  reach
maturity.

   The  Net  Loss  for the nine months ending May 31,  2000,  was
$855,803  as compared with a Net Loss of $1,459,956 for the  nine
months  ending  May  31,  1999.  The  primary  reasons  for  this
decrease are sharply increased sales, and a much lower percentage
cost of sales.

Three Months ended May 31, 2000

   Product Sales increased from $81,086 in the three months ended
May  31,  1999,  to $830,978 for the three months ended  May  31,
2000, an increase of $749,892, or 925.00%.  This increase was due
to  processing of European orders after the Company  obtained  CE
Marking approval on the new BSD-2000/3D system, now required  for
sales to all European Union (EU) countries.

   Gross  profit increased from a loss of $57,486 in the  quarter
ended  May  31,  1999, to $536,080 in the quarter ended  May  31,
2000, as a result of the aforementioned increase in sales and the
low cost of goods sold for the quarter.

   Selling,  General and Administrative Expenses  decreased  from
$407,969 in the quarter ended May 31, 1999, to $309,164  for  the
quarter  ended  May 31, 2000, a decrease of $98,805,  or  24.22%.
The  decrease was primarily caused by internal budgeting controls
and  lower  compensation expense associated with the issuance  of
common stock.

   Research  and  Development Expenses increased by  $34,082,  an
increase  of  24.04%,  due  to  increased  resources  devoted  to
completion of the BSD-2000/3D/MR system, and development  of  new
products not yet announced for sale.

   Total  Costs and Expenses increased by $91,303 an increase  of
13.26%,  as compared with the corresponding three months  in  the
previous fiscal year.  This increase was primarily caused by  the
aforementioned  increases in Selling, General and  Administrative
expenses and Research and Development expenses.

   Interest  Expense in the three months ended May 31, 2000,  was
$121,  as  compared with $404 of Interest Expense  in  the  three
months ended May 31, 1999.  The decrease was caused by the  lower
interest  costs associated with notes payable as the notes  reach
maturity.

   The  Net Loss for the quarter ended May 31, 2000, was $55,610,
as  compared with the Net Loss of $707,179 for the quarter ending
May  31,  1999.   The primary reason for this  decrease  was  the
aforementioned  increase  in  product  sales,  and  decreases  in
Selling, General and Administrative expenses.


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                Description
Number
----------     -------------------------
 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:   July 17, 2000           /s/ Hyrum A. Mead
      ----------------         ---------------------
                                Hyrum A. Mead
                                President