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 28, 2001

                         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 16, 2001
  ----------------------------                 --------------------------------
  Common stock, $.01 Par Value                           17,490,551



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>

                                                                                 February 28,
                              Assets                                                 2001
                              --------                                      -------------------
<S>                                                                         <C>

Current assets:
    Cash and cash equivalents                                               $          349,040
    Cash, restricted                                                                   100,000
    Receivables, net                                                                    84,602
    Inventories                                                                      1,169,203
    Prepaid Expenses                                                                    10,622
    Deposits                                                                            11,010
                                                                            -------------------
            Total current assets                                                     1,724,477
                                                                            -------------------

Property and equipment, net                                                            169,764
Long-term trade receivables                                                            161,128
Patents, net                                                                            12,836
                                                                            -------------------
                                                                            $        2,068,205
                                                                            ===================

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

Current liabilities:
    Accounts payable                                                        $           68,640
    Accrued expenses                                                                   345,417
    Customer deposits                                                                  794,001
    Current portion of deferred revenue                                                 65,474
    Current portion on deferred gain on sale - leaseback                                61,416
                                                                            -------------------
           Total current liabilities                                                 1,334,948
                                                                            -------------------

Long term liabilities:
    Deferred revenue                                                                   146,381
    Deferred gain on sale leaseback                                                     45,983
                                                                            -------------------
           Total liabilities                                                $        1,527,312
                                                                            -------------------

Stockholders' equity:
    Common stock, $.01 par value; authorized 20,000,000 shares;
      issued and outstanding 17,490,551, shares                                        174,906
    Additional paid-in capital                                                      20,793,687
    Deferred compensation                                                              -25,097
    Accumulated deficit                                                            -20,402,369
    Common stock in treasury 24,331 shares, at cost                                       -234
                                                                            -------------------
           Net stockholders' equity                                                    540,893
                                                                            -------------------
                                                                            $        2,068,205
                                                                            ===================


February 28, 2001 10-QSB                                                                Page 2
</TABLE>

<PAGE>


                             BSD MEDICAL CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)
              Periods ended February 28 2001 and February 28, 2000
<TABLE>
<CAPTION>


                                                                       Three Months                        Six Months
                                                                          Ended:                             Ended:
                                                             ---------------------------------  ---------------------------------
                                                             February 28        February 28     February 28      February 28
                                                                  2001              2000             2001              2000
                                                             ---------------  ----------------  ---------------  ----------------

<S>                                                          <C>                  <C>           <C>              <C>
Sales                                                        $     85,589           87,320      $    136,873     $    168,250
Grant and license revenue                                               -           20,538            28,110          132,574
                                                             ---------------  ----------------  ---------------  ----------------
           Total revenues                                          85,589          107,858           164,983          300,824
                                                             ---------------  ----------------  ---------------  ----------------

Costs and expenses:
    Cost of product sales                                          53,261           53,554            87,528           89,776
    Research and development                                      152,623          146,029           305,887          271,080
    Selling, general, and administrative                          201,867          235,292           477,600          562,704
                                                             ---------------  ----------------  ---------------  ----------------
           Total costs and expenses                               407,751          434,875           871,015          923,560
                                                             ---------------  ----------------  ---------------  ----------------

           Operating income (loss)                               (322,162)        (327,017)         (706,032)        (622,736)
                                                             ---------------  ----------------  ---------------  ----------------

Other income (expense):
    Interest income                                                 5,754           14,890            14,770           32,601
    Interest expense                                                                  (235)                              (519)
    Loss in joint venture                                                          (94,539)                          (209,539)
                                                             ---------------  ----------------  ---------------  ----------------
           Total other expense                                      5,754          (79,965)           14,770         (177,457)
                                                             ---------------  ----------------  ---------------  ----------------

           Net loss                                         $    (316,408)        (406,982)    $    (691,262)   $    (800,193)
                                                             ===============  ================  ===============  ================

Net loss per common and common equivalent share,
   basic and diluted                                         $      (.02)             (.02)    $       (.04)             (.05)

Weighted average number of shares outstanding,                 17,490,000        16,919,000       17,490,000        16,919,000
    basic and diluted


</TABLE>


See accompanying notes to financial statements.

February 28, 2001 10-QSB                                                  Page 3


<PAGE>


                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
           Three months ended February 28 2001, and February 29, 2000
<TABLE>
<CAPTION>



                                                                                    Feb. 28,        Feb. 29,
Increase (Decrease) in Cash and Cash Equivalents                                      2001             2000
------------------------------------------------                                ---------------  --------------
<S>                                                                             <C>              <C>

Cash flows from operating activities:
    Net loss                                                                    $   (691,262)    $   (800,193)
    Adjustments to reconcile net income (loss) to net cash provided by
      operating activities:
       Depreciation and amortization                                                  16,393           10,984
       Deferred gain on sale of building                                             (30,708)         (30,708)
       Issuance of common stock to directors                                          12,001                -
       Deferred compensation                                                           3,800            3,800
       (Increase) decrease in:
           Receivables                                                               121,813          (17,683)
           Inventories                                                              (264,101)        (510,622)
           Prepaid expenses and deposits                                              28,814           22,480
       Increase (decrease) in:
           Accounts payable                                                            7,103           99,465
           Accrued expenses                                                          446,857          235,612
           Deferred revenue                                                          165,831          (36,700)
           Loss from equity investment                                                     -          209,538
                                                                                 ---------------  --------------
              Net cash by used in operating activities                              (183,459)        (814,027)
                                                                                 ---------------  --------------

Cash flows from investing activities:
    Purchase of property and equipment                                               (99,165)         (12,461)
    Purchase of patent license                                                             -          (13,928)
                                                                                 ---------------  --------------
             Net cash provided by (used in) investing activities                     (99,165)         (26,389)
                                                                                 ---------------  --------------

Cash flows from financing activities:
    Payments on long-term debt                                                             -          (19,142)
    Proceeds from issuance of common stock                                               170            8,062
                                                                                 ---------------  --------------
             Net cash used in financing activities                                       170          (11,080)
                                                                                 ---------------  --------------

Decrease in cash and cash equivalents                                           $    (282,454)   $    (851,496)
Cash and cash equivalents, beginning of period                                        731,494        1,689,029
                                                                                 ---------------  --------------
Cash and cash equivalents, end of period                                        $     449,040    $     837,533
                                                                                 ===============  ==============

Supplemental Disclosure of Cash Flow Information
------------------------------------------------
    Cash paid for interest during period                                        $           -    $         519

</TABLE>

February 28, 2001 10-QSB                                                  Page 4

<PAGE>

                            BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The  Condensed  Balance  Sheet as of February 28, 2001;  the  Condensed
Statements  of Operations  for the three and six months ended  February 28, 2001
and February 29, 2000; the Condensed  Statements of Cash Flow for the six months
ended  February 28, 2001,  and  February  29,  2000,  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  28,  2001,  have been made.
Because the method of accounting was changed from a  consolidation  method to an
equity method during the last fiscal year, the results from Thermatrx,  Inc. are
not reported on the February 28, 2001, financial statements. At August 31, 2000,
the  Company no longer  recorded  the equity  investment  in  Thermatrx,  as the
investment  was  reduced  to less than  zero.  The  Company  has no  anticipated
liabilities in association with this investment.

         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, 2001, 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, 2001, and
February  29,  2000,  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  $2,154,413  at  August  31,  2000,  to
$2,068,204  at February  28,  2001,  a decrease of $86,209,  or 4%.  Receivables
(including long term) decreased by $121,813, a decrease of 33.14%, due to normal
periodic business fluctuations while total inventories increased by $264,101, an
increase  of  29.17%,  resulting  from the  purchase  of  materials  for  future
shipment.  Restricted  cash consist of a certificate of deposit used as security
for a customer's  loan.  The cash will become  unrestricted  as the loan is paid
down, when the Company achieves certain  financial  quotas,  or when the loan is
paid in full, whichever occurs first. The Company has long-term  receivables for
field service contracts as of February 28, 2001, of $161,128.

         Total current liabilities increased by $486,497, an increase of 57.34%.
The increase was primarily caused by increases in customer deposits, and accrued
expenses.  Customer  deposits  increased  from  $380,817 at August 31, 2000,  to
$794,001 at February  28,  2001,  an increase  of  $413,184,  or 108%.  Customer
deposits  consist of advance  payments on ordered  product sales.  We anticipate
such sales to be completed in the 3rd and 4th quarters.



<PAGE>


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

         The Company's sales and operating results historically have varied (and
will likely 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;  the typical
fluctuations   in  the  mix  of  orders  for   different   systems   and  system
configurations;  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 28, 2001
         Product sales for the six months ended February 28, 2001,  decreased by
$31,377,  or 18.65% as compared to the six months ended February 29, 2000. Grant
and  License  revenue  consisting  of fees  paid to the  Company  for the use of
certain patents based on certain reported sales of the Licensee,  decreased from
$132,574 to $28,110  primarily  due to a reduction  in sales  applicable  to the
licensing agreement.  Selling, General and Administrative Expenses were $477,600
for the six months ended February 28, 2001, a decrease of $85,104 or 15.12%,  as
compared to $562,704 for the six months ended  February 29, 2000, due to changes
in the cycle of  promotional  expenses.  Total Costs and  Expenses  decreased by
$52,545, a decrease of 5.68%,  primarily due to the  aforementioned  decrease in
Selling,  General and  Administrative  expense.  The Net Loss for the six months
ending February 28, 2001, was $691,262,  as compared with a Net Loss of $800,193
for the six months ending February 29, 2000. (As of February 28, 2001, BSD had a
sales order backlog of $2,081,375.)

         Research  and  Development  Expenses  increased  to $305,887 in the six
months ended February 28, 2001, as compared to $271,080 for the six months ended
February 29, 2000, an increase of $34,807,  or 12.84 % to support  completion of
the new products under development.


Three Months ended February 28, 2001

         Product Sales for the three months ended February 28, 2001, was $85,589
as compared to $87,320 for the three months ended  February 28, 2000, a decrease
of $1,731 or 1.98%.  Grant and License  revenue  consisting  of fees paid to the
Company for the use of certain  patents based on certain  reported  sales of the
Licensee  decreased  from  $20,538 to $0  primarily  due to a reduction in sales
applicable  to the  licensing  agreement.  Selling,  General and  Administrative
Expenses decreased from $235,292 in the three months ended February 28, 2000, to
$201,867 in the three months  ended  February 28, 2001, a decrease of $33,425 or
14.2%,  due to changes in the cycle of  promotional  expenses.  Total  Costs and
Expenses  decreased  by  $27,124,  a  decrease  of 6.23%,  primarily  due to the
aforementioned decrease in Selling,  General and Administrative expense. The Net
Loss for the three months ending February 28, 2001, was $316,408, as compared to
a Net Loss of $406,982 for the three months ending February 28, 2000.

         Research and Development  Expenses  increased to $152,623 for the three
months ended  February  28,  2001,  as compared to $146,029 for the three months
ended February 29, 2000, an increase of $6,594 or 4.51% to support completion of
the new products under development.

         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

<PAGE>

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 1998 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, the Company filed no reports on
Form 8-K.



<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 16 2001                     /s/ Hyrum A. Mead
     ---------------                    -----------------------------
                                        President