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, 2003

                         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                                           February 28, 2003
  -----------------------------------                         -----------------
   Common stock, $.001 Par Value                                 17,800,277



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,
                              ------                                                2003
                                                                             -----------------
<S>                                                                          <C>
Current assets:
    Cash and cash equivalents                                                $         412,718
    Receivables, net of $67,371 allowance for doubtful
      accounts                                                                         396,281
    Related party receivables                                                          194,399
    Inventories                                                                        864,733
    Other current assets                                                                26,886
                                                                             -----------------
           Total current assets                                                      1,895,017
                                                                             -----------------

Property and equipment, net                                                            111,166
Patents, net                                                                            27,824
                                                                             -----------------
                                                                             $       2,034,007
                                                                             -----------------

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

Current liabilities:
    Accounts payable                                                         $         198,212
    Accrued expenses                                                                   650,604
    Current portion of deferred revenue                                                 52,989
                                                                             -----------------

           Total current liabilities                                                   901,805
                                                                             -----------------

Long term liabilities
    Deferred revenue                                                                    60,886
                                                                             -----------------

           Total liabilities                                                 $         962,691
                                                                             ------------------

Stockholders' equity:
     Preferred stock, .001 par value; 10,000,000 authorized,
      no shares issued and outstanding
    Common stock, $.001 par value; authorized 40,000,000 shares;
      issued and outstanding 17,800,277, shares                                         17,801
    Additional paid-in capital                                                      21,056,912
    Deferred compensation                                                              (27,416)
    Accumulated deficit                                                            (19,975,747)
    Common stock in treasury 13,412 shares, at cost                                       (234)
                                                                             -----------------

           Net stockholders' equity                                                  1,071,316
                                                                             -----------------

                                                                             $       2,034,007
                                                                             =================
See accompanying notes to condensed financial statements
</TABLE>

                                       2
<PAGE>

BSD MEDICAL CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)
              Periods ended February 28, 2003 and February 28, 2002
<TABLE>
<CAPTION>

                                                                       Three Months                        Six Months
                                                                          Ended:                             Ended:
                                                             -----------------------------      -----------------------------
                                                              February 28,    February 28,      February 28,     February 28,
                                                                  2003              2002             2003              2002
                                                             ------------     ------------      ------------     ------------

<S>                                                          <C>              <C>               <C>              <C>
Sales                                                        $    212,121     $     26,147      $    254,954     $    294,515
Related party sales                                               283,740          380,215         1,041,191          585,819
                                                             ------------     ------------      ------------     ------------

           Total revenues                                         495,861          406,362         1,296,145          880,334
                                                             ------------     ------------      ------------     ------------
Costs and expenses:
    Cost of product sales                                          56,540           21,133            62,710           78,877
    Cost of related party sales                                   113,974          173,029           456,961          330,147
    Research and development                                      184,806          143,493           340,465          294,681
    Selling, general, and administrative                          249,128          250,260           498,119          498,427
                                                             ------------     ------------      ------------     ------------

           Total costs and expenses                               604,448          587,915         1,358,255        1,202,132
                                                             ------------     ------------      ------------     ------------

           Operating loss                                        (108,587)        (181,553)          (62,110)        (321,798)

Other income
    Interest income                                                 1,055              718             2,185            2,347
                                                             ------------     ------------      ------------     ------------

           Total other income                                       1,055              718             2,185            2,347
                                                             ------------     ------------      ------------     ------------
           Net loss                                          $   (107,532)    $   (180,835)     $    (59,925)    $   (319,451)
                                                             ============     ============      ============     ============

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

Weighted average number of shares outstanding,
    basic and diluted                                          17,777,000       17,711,000        17,776,000       17,652,000



</TABLE>



See accompanying notes to financial statements.

                                       3
<PAGE>

                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
                   Six months ended February 28, 2003 and 2002
<TABLE>
<CAPTION>


Increase (Decrease) in Cash and Cash Equivalents                Feb. 28,          Feb. 28,
------------------------------------------------                  2003              2002
                                                             -----------------------------
<S>                                                          <C>              <C>
Cash flows from operating activities:
    Net loss                                                 $    (59,925)    $   (319,451)
    Adjustments to reconcile net loss to
     net cash (used in) provided by
     operating activities:
       Depreciation and amortization                               24,013           23,817
       Deferred gain on sale of building                          (15,275)         (30,708)
       Stock compensation expense                                  11,199           12,000
       Deferred compensation                                        6,358            8,637
       (Increase) decrease in:
           Restricted certificate of deposit                            -           15,313
           Receivables                                            107,049          199,692
           Inventories                                            (58,003)         (94,790)
           Prepaid expenses and deposits                           (8,549)          12,272
       Increase (decrease) in:
           Accounts payable                                       135,591          (54,389)
           Accrued expenses                                       (96,933)         274,405
           Deferred revenue                                       (48,763)         (11,353)
                                                             ------------     ------------
              Net cash (used in) provided
                by operating activities                            (2,438)          77,848
                                                             ------------     ------------

Cash flows from investing activities:
    Purchase of property and equipment                             (6,744)          (8,384)
    Purchase of patent license                                          -          (18,000)
                                                             ------------     ------------

              Net cash used in investing activities                (6,744)         (26,384)

Cash flows from financing activities:
    Proceeds from issuance of common stock                              -           33,226
                                                             ------------     ------------

              Net cash provided by financing activities                 -           33,226
                                                             ------------     ------------

(Decrease) increase in cash and cash equivalents                   (9,182)          84,690
Cash and cash equivalents, beginning of period                    421,900          408,030
                                                             ------------     ------------
Cash and cash equivalents, end of period                     $    412,718     $    492,720
                                                             ============     ============
</TABLE>

Supplemental Disclosure of Cash Flow Information
------------------------------------------------

         o    The Company  paid no cash for  interest or taxes during the period
              ended February 28, 2003 and 2002.
         o    The Company  issued  options to purchase  75,000  shares of common
              stock for the periods  ended  February  28,  2003 and 2002,  which
              resulted in an increase  to  Deferred  Compensation  of $7,500 and
              $10,500 respectively.
         o    The Company  issued  25,199 shares of common stock in exchange for
              36,199 warrants to purchase the Company's Common Stock.


See accompanying notes to financial statements.

                                       4
<PAGE>
                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The  Condensed  Balance Sheet as of February 28, 2003 and the Condensed
Statements  of Operations  for the three and six months ended  February 28, 2003
and 2002,  and the  Condensed  Statements  of Cash Flow for the six months ended
February  28,  2003,  and  February  28, 2002 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, 2003 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, 2003, 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, 2003 and
2002, 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 six months  periods  ended  February  28,  2003 and 2002 the
Company had sales to an  unconsolidated  affiliate and an entity controlled by a
significant  stockholder  and member of the board of directors of  approximately
$1,041,000  and  $586,000,   respectively.   These  related  party  transactions
represent 80.32 % and 66.54% of total sales.

         At February 28, 2003, accrued expenses includes  approximately $297,000
consisting  of deposits on orders placed by an  unconsolidated  affiliate and an
entity  controlled  by a  significant  stockholder  and  member  of the board of
directors.

         At  February  28,  2003,  accounts  receivable  includes  approximately
$194,000 due from an  unconsolidated  affiliate  and an entity  controlled  by a
significant stockholder.

Stock-Based Compensation
------------------------

         The Company  accounts for stock options  granted to employees under the
recognition  and  measurement  principles of APB Opinion No. 25,  Accounting for
Stock  Issued to  Employees,  and related  Interpretations,  and has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards (SFAS)
No.  123,  "Accounting  for  Stock-Based  Compensation."  Accordingly,  only the
intrinsic value has been recognized in the financial  statements as expense. Had
the  Company's  options  been  determined  based on the fair value  method,  the
results of operations would have been reduced to the pro forma amounts indicated
below:

                                       5
<PAGE>
                                                Six Months Ended February 28,
                                               ------------------------------
                                                     2003          2002
                                               ------------------------------

Net income (loss) - as reported                $    (59,925) $   (319,451)

Deduct total stock based employee
compensation expense determined under
fair value based method for all
awards, net of related taxes                        (63,113)      (58,290)
                                               ------------------------------

Net loss - pro forma                           $   (123,038) $   (377,741)
                                               ------------------------------

Basic and Diluted income (loss)
per share - asReported                         $          -  $       (.02)
                                               ------------------------------
Basic and Diluted income (loss )
per share -  pro-forma                         $       (.01) $       (.02)
                                               ------------------------------


         The fair value of each option granted for the six months ended February
28,  2003 and 2002 is  estimated  on the date of grant  using the  Black-Scholes
option pricing model with the following assumptions:

                                        ----------------------------------
                                               2003            2002
                                         ----------------------------------

Expected dividend yield                   $            -  $             -
Expected stock price volatility                      137%             143%
Risk-free interest rate                              4.2%             4.3%
Expected life of options                          5 years          5 years

         The weighted  average fair value of options and warrants granted during
the  six  months  ended   February  28,  2003  and  2002  were  $.60  and  $.73,
respectively.


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

Critical Accounting Policies and Estimates
------------------------------------------

         The following is a discussion of our critical  accounting  policies and
estimates  that  management  believes  are material to an  understanding  of our
results of operations and which involve the exercise of judgment or estimates by
management.

                                       6
<PAGE>

         Revenue Recognition.  Revenue is recognized when a valid purchase order
has been received,  services have been performed or product has been  delivered,
the selling price is fixed or  determinable,  and  collectibility  is reasonably
assured.  Sales includes revenue from systems with software  products,  software
license rights and service contracts.  Software Revenue  Recognition,  generally
requires revenue earned on software  arrangements  involving  multiple  elements
such  as  software  products,  enhancements,   post-contract  customer  support,
installation  and training to be allocated to each element based on the relative
fair values of the  elements.  The  revenue  allocated  to software  products is
generally  recognized  upon delivery of the products.  The revenue  allocated to
post-contract  customer support is generally recognized over the support period.
Revenue for products sold is recorded when products are delivered.  Revenue from
long-term service contracts is recognized on a straight-line basis over the term
of the contract,  which  approximates  recognizing it as it is earned.  Deferred
revenue and customer  deposits payable include amounts from service contracts as
well as payments  received on sales of products which have not been shipped.  We
estimate collectibility of receivables based on numerous factors,  including the
credit worthiness of the customer,  prior payment history,  and review of public
information.

         Inventory Reserves.  As of February 28, 2003, we had recorded a reserve
for  potential  inventory  impairment  of $50,000.  We  periodically  review our
inventory levels and usage, paying particular  attention to slower-moving items.
If projected  sales for fiscal 2003 do not  materialize  or if our  hyperthermia
systems do not  receive  increased  market  acceptance,  we may be  required  to
increase the reserve for inventory in future periods.

         Product Warranty.  We provide product warranties on our BSD 500 and BSD
2000 systems.  These  warranties  vary from contract to contract,  but generally
consist  of parts and labor  warranties  for one year from the date of sale.  To
date, expenses resulting from such warranties have not been material.  We record
a warranty  expense at the time of each sale. This reserve is estimated based on
prior history of service expense associated with similar units sold in the past.

         Allowance for Doubtful Accounts.  We provide our customers with payment
terms that vary from contract to contract. We perform ongoing credit evaluations
of our  customers  and maintain  allowances  for  possible  losses  which,  when
realized, have been within the range of management's expectations. Our allowance
for  doubtful  accounts  at  February  28, 2003 was  approximately  $67,000,  or
approximately  10.2% of the total outstanding  receivables.  Allowance estimates
are recorded on a customer by customer basis and are determined based on the age
of the  receivable,  compliance  with  payment  terms,  and prior  history  with
existing  clients.  To date,  actual results have not differed  materially  from
management's  estimates,  however the non-payment of a receivable related to the
sale of a BSD 500 or BSD  2000  could  have a  material  adverse  impact  on our
results of operations.

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

         Since   inception,   we  have  generated  an  accumulated   deficit  of
$19,975,747.  We have  historically  financed our  operations  through cash from
operations,  licensing of technological  assets and issuance of common stock. We
used $2,438 in cash from operating  activities  during the period ended February
28, 2003 compared to cash generated of $77,848 in the period ending February 28,
2002. Our investing  activities  resulted in net cash used of $6,744 relating to
the purchase of certain property and equipment.

                                       7
<PAGE>

         At February 28, 2003, our working capital was $993,212 and our cash and
cash equivalents totaled $412,718.  We have no bank debt and no credit facility.
Our  contractual   obligations  and  commercial  commitments  requiring  capital
resources  include  building  rent of $82,000  per year for five years  adjusted
annually for  increases in the cost of living based on the Consumer  Price Index
for Urban Consumers.

         Our ability to fund our cash needs and grow our business depends on our
ability  to  generate  cash flow from  operations  and  capital  from  financing
activities. Our operating cash flow has fluctuated significantly in the past and
may continue to do so in the future.  While we believe that our current  working
capital and anticipated  cash flow from future  operations will be sufficient to
fund  our   anticipated   operations  for  fiscal  year  2003,  this  belief  is
substantially  dependent on  successfully  converting  accounts  receivable  and
inventory  to cash and  increasing  revenue.  We  cannot  assure  that cash from
operations will be sufficient to fund our cash needs. We will not likely be able
to raise debt financing from institutional sources in the foreseeable future, or
at least not on terms  satisfactory  to us. Our access to equity capital through
the  public  equity  market  is also  constricted.  We may not be able to  raise
capital through private  placements of equity  securities on terms acceptable to
us. If cash from operations is not sufficient to fund our cash needs and debt or
equity capital is not available or at least not available on terms  satisfactory
to us, our  ability to grow  revenue  and  profits  and  generate  cash would be
constricted and we may not be able to continue operating.

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;
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, 2003

         Sales increased from $880,334 in the six months ended February 28, 2002
to $1,296,145 in the six months ended February 28, 2003, an increase of $415,811
or 47.23%,  primarily  due to increased  sales to the  Company's  unconsolidated
subsidiary and an entity  controlled by a significant  stockholder and member of
the board of  directors.  We derived  $553,943,  or 42.74% of our revenue in the
period  ended  February  28,  2003 from  manufacturing,  assembling  and testing
thermotherapy  systems  for  TherMatrx  and  selling  probes,   applicators  and
temperature sensors and other components and contract services to TherMatrx. The
remaining  related party revenue of approximately  $487,248,  or 46.8% was for a
BSD-2000  system and component parts sold to  Medizin-Technik  GmbH. Dr. Gerhard
Sennewald, one of our directors and significant  shareholder,  is a stockholder,
executive officer and a director of Medizin-Technik  GmbH. The remaining revenue
was $183,386 for BSD-500 sales,  $35,976 for service contracts,  and $35,592 for
other miscellaneous items.

                                       8
<PAGE>

         Gross profit for the six months ended February 28, 2003 was $776,474 or
59.9% as compared to  $471,310 or 53.53% of total  product  sales for the period
ending  February 28, 2002. The increase in gross profit as a percentage of total
product  sales was  primarily  because of  increases  in sales of higher  margin
hyperthermia system products for the period ending February 28, 2003 accompanied
by production  efficiencies obtained from a higher volume of hyperthermia system
sales.

         Selling,  General and Administrative  expenses were $498,427 in the six
months ended  February 28, 2002, as compared to $498,119 in the six months ended
Februrary 28, 2003.

         Research  and  Development  expenses  were  $340,465 for the six months
ended  Februrary  28,  2003,  as compared  to  $294,681 in the six months  ended
February  28,  2003.  Research  and  Development  expenses in the period  ending
February 28, 2003 related  primarily to development  work on our  BSD-2000o3D/MR
hyperthermia system and enhancements to our BSD-500 systems.

         Total Costs and Expenses increased by $156,123,  an increase of 12.98%,
primarily  due to higher cost of goods sold as a result of higher  sales  volume
and Research and Development costs associated with the BSD 500.

         Net Loss for the period ending  February 28, 2003 was $59,925  compared
to $319,451  for the February  28, 2002  period.  The  reduction in net loss was
primarily due to increased sales volume.

Three Months ended February 28, 2003

         Sales  increased  from $406,362 in the three months ended  February 28,
2002,  to $495,861 in the three months ended  February 28, 2003,  an increase of
$89,499  or  22.02%,   primarily  due  to  increased   sales  to  the  Company's
unconsolidated  subsidiary and an entity controlled by a significant stockholder
and  member of the board of  directors.  We derived  $204,113,  or 41.77% of our
revenue in the period ended February 28, 2003 from manufacturing, assembling and
testing thermotherapy systems for TherMatrx and selling probes,  applicators and
temperature sensors and other components and contract services to TherMatrx. The
remaining  related party  revenue of  approximately  $76,624,  or 15.48% was for
component parts sold to Medizin-Technik GmbH. Dr. Gerhard Sennewald,  one of our
directors and a significant shareholder, is a stockholder, executive officer and
a director  of  Medizin-Technik  GmbH.  The  remaining  revenue  was $16,507 for
service   contracts,   $183,386  for  BSD  500  sales.  and  $15,233  for  other
miscellaneous items.

         Gross  profit for the period  ending  February 28, 2003 was $325,347 or
65.61% as compared to $212,200 or 52.21% of total  product  sales for the period
ending  February 28, 2002. The increase in gross profit as a percentage of total
product  sales was  primarily  because of  increases  in sales of higher  margin
hyperthermia system products for the period ending February 28, 2003 accompanied
by production  efficiencies obtained from a higher volume of hyperthermia system
sales.

         Selling,  General and Administrative expenses was $249,128 in the three
months  ended  February  28,  2003,  as compared to $250,260 in the three months
ended February 28, 2002 a decrease of $1,132 or .45%.

                                       9
<PAGE>

         Research and  Development  expenses  were $184,806 for the three months
ended  February  28,  2003,  as compared to $143,493 in the three  months  ended
February  28,  2002.  Research  and  Development  expenses in the period  ending
February 28, 2003 related  primarily to development  work on our  BSD-2000o3D/MR
hyperthermia system and enhancements to our BSD-500 systems.

         Total Costs and Expenses  increased  by $16,533,  an increase of 2.81%,
primarily due to increased research and development costs.

         The Net Loss for the  three  months  ending  February  298,  2003,  was
$107,532 as compared  with a Net Loss of $180,535  for the three  months  ending
February 28, 2002 was primarily due to higher sales volume.

         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 1998 10-KSB.


ITEM 3.  CONTROLS AND PROCEDURES

         The  Company's  President  and Chief  Executive  Officer  and its Chief
Financial Officer (the "Certifying Officers"),  are responsible for establishing
and  maintaining  disclosure  controls  and  procedures  for  the  Company.  The
Certifying  Officers have concluded (based on their evaluation of these controls
and  procedures  as of a date within 90 days of the filing of this  report) that
the design and operation of the Company's disclosure controls and procedures (as

                                       10
<PAGE>

defined  in Rule  13a-14(c)  under  the  Securities  Exchange  Act of 1934)  are
effective.  No significant  changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.

PART 2. OTHER INFORMATION

ITEM 1. LEGAL PROCEDINGS.

         On March 26,  2003,  the Company  settled a lawsuit  with EDAP TMS S.A.
through a mediator for payment to the Company of $275,000.  On May 7, 2002,  the
Company had brought  suit against EDAP in the Third  District  Court,  Salt Lake
County,  State of Utah,  seeking  damages  for  alleged  breaches by EDAP of the
License Agreement dated July 3, 1996 between EDAP and the Company.


                                       11
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

         None
         ----

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


                                       12
<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, 2003                            /s/ Hyrum A. Mead
       --------------                            -----------------
                                                 President



A. CERTIFICATIONS

         I, Hyrum A. Mead, certify that:

         1. I have reviewed this quarterly Report on Form 10-QSB of February 28,
2003.

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a) Designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c)  Presented  in this  quarterly  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

                                       13
<PAGE>

         (a) All significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         (b) Any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: April 16, 2003                            /s/ Hyrum A. Mead
      --------------                            --------------------
                                                President (principal
                                                executive officer)



                                       14
<PAGE>

         I, Dennis E. Bradley, certify that:

         1. I have  reviewed  this  quarterly  Report on Form 10-QSB of February
28,2003.

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a) Designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c)  Presented  in this  quarterly  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

                                       15
<PAGE>

         (a) All significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         (b) Any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 16, 2003                         /s/ Dennis E. Bradley
      --------------                         -----------------------------------
                                             Controller (principal financial and
                                             Financial officer)




                                       16
<PAGE>


         PART II. OTHER INFORMATION




B.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002



         In  connection  with the  quarterly  report of February 28, 2003,  (the
"Company") on Form 10-Q for the quarter ended  February 28, 2003,  Hyrum A. Mead
hereby  certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section  906 of the  Sarbanes  - Oxley  Act of  2002,  that  to the  best of his
knowledge:

         1.   The  quarterly  report fully  complies  with the  requirements  of
              Section 13(a) of the Securities Exchange Act of 1934; and

         2.   The information contained in the quarterly report fairly presents,
              in all material respects,  the financial  condition and results of
              operations of the Company.


Date: April 16, 2003                              /s/ Hyrum A. Mead
      --------------                              --------------------
                                                  President (principal
                                                  executive officer)

                                       17
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002


         In  connection  with the  quarterly  report of  February  28, 2003 (the
"Company")  on Form 10-Q for the quarter  ended  February  28,  2003,  Dennis E.
Bradley  hereby  certifies,  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of
his knowledge:

         1.   The  quarterly  report fully  complies  with the  requirements  of
              Section 13(a) of the Securities Exchange Act of 1934; and

         2.   The information contained in the quarterly report fairly presents,
              in all material respects,  the financial  condition and results of
              operations of the Company.


Date: April 16, 2003                         /s/ Dennis E. Bradley
      --------------                         -----------------------------------
                                             Controller (principal financial and
                                             Financial officer)

                                       18
<PAGE>