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, 1997.
                                
                 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 July 15, 1997
 Common stock, $.01 Par Value                16,176,980



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

<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           BSD MEDICAL CORPORATION
                                      
                    Condensed Consolidated Balance Sheets
                                 (Unaudited)

                        Assets                             May 31,      Aug. 31,
                                                            1997          1996
Current assets:                                         __________   __________
Cash and cash equivalents                               $  146,841   $  381,746
Receivables:                                                             
Trade accounts, net of allowance for doubtful               61,404      130,175
  receivables of $10,000
Related party, net of allowance for doubtful                     -       23,054
  receivables of $26,200
Other, net of allowance for doubtful receivables of          3,558      500,000
  $20,494
                                                        __________   __________
Total net receivables                                       64,962      653,229
                                                        __________   __________
Inventories:                                                             
  Raw materials                                            145,476      223,139
  Work-in-process                                          351,064      233,856
  Finished goods                                            74,117       74,071
                                                        __________   __________
Total inventories                                          570,657      531,066
                                                        __________   __________
Prepaid expenses and other assets                           17,600       34,975
                                                        __________   __________
Total current assets                                       800,060    1,601,016
                                                        __________   __________
Property and equipment:                                                 
  Furniture and fixtures                                   297,743      297,743
  Equipment                                                525,573      473,099
  Building, net of reserve for potential impairment of     233,766      233,766
    $181,534
                                                        __________   __________
Total property and equipment                             1,057,082    1,004,608
                                                                         
Less accumulated depreciation and amortization             770,435      752,205
                                                        __________   __________
Net property and equipment                                 286,647      252,403
                                                        __________   __________
Long-term receivables                                      121,010      106,820
                                                                         
Other assets, at cost, less accumulated                                 
  amortization of $209,903 at May 31, 1997, and             52,829       67,742
  $194,990 at Aug. 31, 1996
                                                        __________   __________
                                                        $1,260,546   $2,027,981
                                                        ==========   ==========
<PAGE>

                                      
                                      
                                      
         Liabilities and Stockholders' Equity                               
Current liabilities:  
  Notes payable                                         $        0   $   17,250
  Current installments of obligation under capital lease    12,286       46,554
  Current installments of obligation under long-term debt    6,673       25,817
  Accounts payable                                         197,528       89,230
  Accrued payroll and commissions                           91,422       74,060
  Customer deposits                                          3,454      141,871
  Warranty reserves                                         29,397       36,524
  Accrued expenses                                          38,731      107,490
  Current income tax payable                                70,000       70,000
                                                        __________   __________
Total current liabilities                                  449,491      608,796
                                                        __________   __________
Obligation under capital lease, excluding current          106,370      106,370
  installments
Obligation under long-term debt, excluding current          64,162       64,162
  installments
Deferred revenue                                           187,447      186,771
Related party deferred revenue                             335,141      335,141
                                                        __________   __________
Total liabilities                                        1,142,611    1,301,240
                                                        __________   __________
Stockholders' equity:                                             
Preferred stock, $1.00 par value; authorized 10,000,000                  
  shares; none issued and outstanding (liquidation value
  $100 per share)                                                -            -
Common stock, $.01 par value; authorized 20,000,000                      
  shares; issued and outstanding 16,176,980 shares         161,770      161,770
Additional paid-in capital                              20,430,243   20,341,418
Accumulated deficit                                    (19,827,683) (18,912,164)
Common stock in treasury 64,428 shares, at cost            (14,237)     (14,867)
Deferred compensation                                     (632,159)    (849,416)
                                                        __________   __________
Net stockholders' equity                                   117,935      726,741
                                                        __________   __________
                                                        $1,260,546   $2,027,981
                                                        ==========   ==========

See accompanying notes to financial statements.
<PAGE>                                      
                                      
                           BSD MEDICAL CORPORATION
                                      
               Condensed Consolidated Statements of Operations
                                 (Unaudited)
                Quarters ended May 31, 1997 and May 31, 1996



                                        Three Months        Nine Months
                                           Ended:              Ended:
                                     May 31,    May 31,    May 31,   May 31,
                                      1997       1996       1997      1996
                                   _________  _________  _________  _________
Product sales                     $   34,690    194,430 $  265,790    531,354
Grant and license revenue             70,947    133,551    355,127    324,332
                                   _________  _________  _________  _________
Total revenues                       105,636    327,981    620,917    855,686
Costs and expenses:                                                
  Cost of product sales               75,464     94,379    266,848    278,665
  Research and development           167,282    143,363    345,443    305,219
  Selling, general, and              369,407    130,642    926,647    336,812
    administrative                 _________  _________  _________  _________
Total costs and expenses             612,152    368,384  1,538,938    920,696
                                   _________  _________  _________  _________
Operating income (loss)             (506,516)   (40,403)  (918,021)   (65,010)
                                                                   
Other income (expense):                                            
  Interest income                      1,402        265     10,511        566
  Gain on settlement of accounts         225          -      8,742          -
    payable
  Interest expense                    (4,830)   (10,877)   (18,070)   (32,097)
  Other, net                            (867)    23,529      1,320    115,603
                                   _________  _________  _________  _________
Total other income (expense)          (4,070)    12,917      2,502     84,072
                                   _________  _________  _________  _________
Net income (loss)                 $ (510,586)   (27,486) $(915,519)    19,062
                                   =========  =========  =========  =========
Net income (loss) per common and                                         
 common equivalent share          $   (0.029)    (0.002) $  (0.053)     0.001
                                  ========== ========== ========== ==========
Weighted average number of        
 shares outstanding               17,314,726 17,226,226 17,308,107 17,203,497
                                  ========== ========== ========== ==========


See accompanying notes to financial statements.

<PAGE>
                           BSD MEDICAL CORPORATION
                                      
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
              Nine Months ended May 31, 1997, and May 31, 1996
                                      
                                      
Increase (Decrease) in Cash and Cash Equivalents          May 31,      May 31,
                                                           1997         1996
___________________________________________________     __________  __________
Cash flows from operating activities:                             
Net income (loss)                                      $ (915,519)     19,062
Adjustments to reconcile net income (loss) to net cash              
  provided by operating activities:                        
    Depreciation and amortization                         339,226      30,240
    Gain on settlement of accounts payables                (8,742)          -
    Issuance of treasury stock as bonus                       630       4,200
    Write-off of expired reserves                               -     (88,220)
    Changes in assets and liabilities:                                  
      Receivables                                         574,077     (12,575)
      Inventories                                         (39,591)     32,197
      Prepaid expenses and other assets                    17,375      14,624
      Accounts payable                                    117,040      59,922
      Accrued payroll and commissions                      17,361      34,877
      Customer deposits                                  (138,417)     41,988
      Warranty reserves                                    (7,127)     (7,652)
      Accrued expenses                                    (68,759)    (55,939)
      Deferred Income                                         676      11,100
                                                        __________  __________
Net cash provided by operating activities                (111,769)     83,824
                                                        __________  __________
Cash used in investing activities:
  Additions to property, plant, and equipment             (52,474)     (2,414)
                                                        __________  __________
Net cash used in investing activities                     (52,474)     (2,414)
                                                        __________  __________
Cash flows from financing activities:                              
  Net proceeds from (payments on) short-term 
    notes payable                                         (17,250)    (45,121)
  Principal payments on capital lease obligation          (34,268)    (12,377)
  Principal payments on long-term debt obligation         (19,144)    (17,581)
                                                        __________  __________
Net cash used in financing activities                     (70,662)    (75,079)
                                                        __________  __________
Increase in cash and cash equivalents                  $ (234,905)      6,331
Cash and cash equivalents, beginning of period            381,746      46,124
                                                        __________  __________
Cash and cash equivalents, end of period               $  146,841      52,455
                                                        ==========  ==========
Supplemental Disclosure of Cash Flow Information
________________________________________________
Cash paid during the period for interest               $   18,070      32,097
                                      

<PAGE>
                     BSD MEDICAL CORPORATION
      Notes to Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

    The   Condensed   Consolidated  Balance  Sheet  as  of   May   31,   1997,
and   the   Condensed   Consolidated  Statements   of   Operations   and   the
Condensed   Consolidated   Statements  of   Cash   Flow   for   the   quarters
ended   May  31,  1997,  and  May  31,  1996,  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, 1997, 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  May  31,   1997,   are
not   necessarily   indicative  of  the  results  to  be  expected   for   the
full year.

Note 2. Net Income (Loss) Per Common Share

    Net   loss  per  common  share  for  the  quarters  ended  May  31,  1997,
and   May   31,   1996,   are  based  on  the  weighted  average   number   of
shares outstanding during the respective periods.

Note 3. Federal Income Taxes

   No  provision has been made for income tax expense in the  May
31,  1997,  financial statements because of  the  utilization  of
operating loss carry forwards.


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

Liquidity and Capital Resources
________________________________

   Total assets decreased from $2,027,981 at August 31, 1996,  to
$1,260,546 at May 31, 1997, a decrease of $767,435, or 37.84% due
to   the  following  decreases.   As  of  May  31,  1997,   other
receivables  totaled $3,558, a decrease of $496,442  from  August
31, 1996, due to receipt of $500,000, included as a receivable at
August  31,  1996.  The $500,000 cash received was  used  to  pay
accrued   debts  and  to  finance  increased  operating  expenses
required  to build and support new product lines and  to  support
the  efforts  on  the Small Business Innovation  Research  (SBIR)
grant  project  funded  by the National Cancer  Institute  (NCI).
Cash  decreased from $381,746 at August 31, 1996, to $146,841  at
May 31, 1997, a decrease of $234,905, or 61.53%, primarily caused
by  reduced  sales  and increased expenses due to  allocation  of
resources  to  completion of new product line.   The  first  BSD-
2000-3D  System is scheduled for shipment in July and the  second
for shipment in August.

  Trade accounts receivable decreased from $153,229 at August 31,
1996,  to  $61,404  at May 31, 1997, a decrease  of  $91,825,  or
59.93%,  caused  by  a reduction in sales and  receipt  of  prior
receivables.  Total inventories increased from $531,066 at August
31, 1996, to $570,657 at May 31, 1997, an increase of $39,591, or
7.46%, due to periodic business fluctuations.

  Total current liabilities decreased from $608,796 at August 31,
1996,  to  $449,491 at May 31, 1997, a decrease of  $159,305,  or
26.17%.   The  decrease  was primarily  caused  by  decreases  in
customer  deposits, accrued expenses, notes payable, and  current
obligations,  following receipt of funds in 1996  from  a  patent
license fee.

   The  Company has historically expended more cash in the course
of its business than it has generated from operations and has had
to rely primarily upon cash provided by private placements of its
equity  securities to meet cash requirements.   Even  though  the
market  for BSD's cancer hyperthermia equipment has been severely
adversely impacted as a result of factors discussed in the fiscal
1996   10-KSB,  the  Company  anticipates  a  change  to   stable
profitability  in  the future (see Part II,  Item  6,  Management
Discussion  and Current Status of Financial Condition,  1996  10-
KSB).

  The Company's current backlog of unfilled customer orders as of
May  31, 1997, was $850,000.  A $335,000 deposit has already been
collected  by  the  Company for this backlog.   (The  backlog  at
November  30,  1996 of $1,225,141 was reduced to $850,000  as  of
February  28,  1997, due to cancellation of  an  order  from  Dr.
Sennewald Medizin Technik GmbH for a BSD-2000 in anticipation  of
this  order  being  replaced  by an  order  for  the  BSD-2000-3D
following shipment of the first BSD-2000-3D system.)  The Company
also has long term receivables for field service contracts, as of
May 31, 1997, of $121,010.

Fluctuations in Operating Results
__________________________________

    Due   to  risks  associated  with  international  operations,
budgeting  considerations of the Company's customers, the  nature
of  the  medical capital equipment market, the inability  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, the Company's sales and operating
results  historically have varied (and will  likely  continue  to
vary)  greatly  on  a quarter-to-quarter and year-to-year  basis.
For  these  and  other reasons, the results of operations  for  a
particular fiscal period may not be indicative of results  to  be
expected for any other period.

Results of Operations:
_______________________

Nine Months ended May 31, 1997

   Product Sales decreased from $531,354 in the nine months ended
May  31, 1996, to $265,790 in the nine months ended May 31, 1997,
a  decrease of $265,564, or 49.98%.  During fiscal years 1996 and
1997,  BSD dedicated time and resources to completion of the  new
product  line, the BSD-2000-3D.  The first BSD-2000-3D System  is
scheduled  for  shipment in July and the second for  shipment  in
August.   Management  expects sales  to  increase  following  the
shipment  in July, as some European orders are pending  based  on
delivery of the first BSD-2000-3D System.

   Gross  profit on product sales decreased from $252,689 in  the
nine  months ended May 31, 1996, to a loss of $1,058, in the nine
months  ended  May 31, 1997, primarily caused by the  vesting  of
options  issued to employees to purchase shares of the  Company's
common  stock  (which have been recorded as deferred compensation
and amortized over the vesting period of the options), as well as
the  ongoing  typical fluctuations in costs required  to  prepare
equipment for sales.

   Selling,  General and Administrative Expenses  increased  from
$336,812  in  the nine months ended May 31, 1996, to $926,647  in
the  nine months ended May 31, 1997, an increase of $589,835,  or
175.12%.  The increase was primarily caused by the aforementioned
vesting of options to employees and advisors; increases in  sales
and  marketing staff; fees involved with BSD obtaining additional
funding  and strategic partnerships (see Part II, Item  5,  Other
Information, November 30, 1996, 10-QSB); and legal fees (see Part
I,  Item 3, Urologix, Inc. vs. BSD Medical Corporation, 1996  10-
KSB).

   Research and Development Expenses increased from $305,219  for
the  nine  months  ended May 31, 1996, to $345,443  in  the  nine
months  ended  May 31, 1997, an increase of $40,224,  or  13.18%.
The  increase was caused by higher costs required to support  the
efforts on the Research and Development SBIR grant project funded
by  NCI  and  the  aforementioned vesting of  options  issued  to
employees to purchase shares of the Company's common stock.

   Total  Operating Expenses increased from $920,696 in the  nine
months ended May 31, 1996, to $1,538,938 in the nine months ended
May  31, 1997, an increase of $618,242, or 67.15%.  This increase
was  primarily caused by the aforementioned increases in Selling,
General and Administrative expenses.

   The  Operating Loss increased from $65,010 in the nine  months
ended May 31, 1996, to $918,021 in the nine months ended May  31,
1997,  an increase of $853,011, or 1,312.12%.  This increase  was
primarily  caused  by  the  aforementioned  factors  and  use  of
resources devoted to completion of a new line of cancer  products
and introduction of a new line of prostate treatment products.

   Interest  Expense in the nine months ended May 31,  1997,  was
$18,070, as compared with the $32,097 of Interest Expense in  the
nine  months  ended  May 31, 1996.  The decrease  was  caused  by
typical periodic business fluctuations.

  The Net Loss for the quarter ending May 31, 1997, was $915,519,
as compared with the Net Income of $19,062 for the quarter ending
May  31,  1996.  The primary reasons for this increase  were  the
aforementioned factors.

Three Months ended May 31, 1997

  Product Sales decreased from $194,430 in the three months ended
May 31, 1996, to $34,690 for the three months ended May 31, 1997,
a  decrease of $159,740, or 82.16%.  During fiscal years 1996 and
1997,  BSD dedicated time and resources to completion of the  new
product  line, the BSD-2000-3D.  The first BSD-2000-3D System  is
scheduled  for  shipment in July and the second for  shipment  in
August.   Management  expects sales  to  increase  following  the
shipment  in July, as some European orders are pending  based  on
delivery of the first BSD-2000-3D System.

   Gross  profit on product sales decreased from $100,051 in  the
three  months  ended May 31, 1996, to a loss of  $40,774  in  the
three  months  ended May 31, 1997, primarily as a result  of  the
vesting of options issued to employees to purchase shares of  the
Company's  common  stock (which have been  recorded  as  deferred
compensation  and  amortized  over  the  vesting  period  of  the
options),  as well as the ongoing typical fluctuations  in  costs
necessary   to  refurbish  equipment  for  sales  of  refurbished
systems.

   Selling,  General and Administrative Expenses  increased  from
$130,642  in the three months ended May 31, 1996, to $369,407  in
the three months ended May 31, 1997, an increase of $238,765,  or
182.76%.  The increase was primarily caused by increases in  fees
involved  with  BSD  obtaining additional funding  and  strategic
partnerships  (see  Part II, Item 5, Other Information,  November
30,  1996,  10-QSB); and an increase in legal fees (see  Part  I,
Item 3, Urologix, Inc. vs. BSD Medical Corporation, 1996 10-KSB).

   Research  and Development Expenses increased from $143,363  in
the  three  months ended May 31, 1996, to $167,282 in  the  three
months  ended  May 31, 1997, an increase of $23,919,  or  16.68%.
The  increase was caused by higher costs required to support  the
efforts on the Research and Development SBIR grant project funded
by  NCI  and  the  aforementioned vesting of  options  issued  to
employees to purchase shares of the Company's common stock.

   Total Operating Expenses increased from $368,384 in the  three
months ended May 31, 1996, to $612,152 in the three months  ended
May  31, 1997, an increase of $243,768, or 66.17%.  This increase
was  primarily caused by the aforementioned increases in Selling,
General and Administrative expenses.

   Operating Loss was $40,403 in the three months ended  May  31,
1996,  as  compared with  the Operating Loss of $506,516  in  the
three  months  ended  May 31, 1997.  This  change  was  primarily
caused by the aforementioned factors.

   Interest  Expense in the three months ended May 31, 1997,  was
$4,830, as compared with the $10,877 of Interest Expense  in  the
three  months  ended May 31, 1996.  The decrease  was  caused  by
typical periodic business fluctuations.

  The Net Loss for the quarter ending May 31, 1997, was $510,586,
as  compared with the Net Loss of $27,486 for the quarter  ending
May 31, 1996, an increase of $483,100, or 1,757.62%.  The primary
reason for this increase was the aforementioned factors.


PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

BSD  Medical  Corporation stock quotes are now available  through
the  NASD  over-the-counter Bulletin Board.  BSD's symbol  "BSDM"
began appearing on the Bulletin Board May 22, 1997.

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 15, 1997            by: /s/  Paul F. Turner
                                   Paul F. Turner
                                   Chairman of the Board, Acting
                                   President, and  Senior  Vice  President  
                                   of Research