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, 1999

                 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 14, 1999
 Common stock, $.01 Par Value               16,661,012



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

<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                     BSD MEDICAL CORPORATION

                    Condensed Balance Sheets
                           (Unaudited)
                Assets                        May 31,
                                                1999
                                           ------------
Current assets:
  Cash and cash equivalents               $  1,941,624
  Receivables                                   98,418
  Inventories                                  935,752
  Prepaid Expenses                               5,125
  Deposits                                       9,437
                                           ------------
    Total current assets                     2,990,356
                                           ------------

Property and equipment, net                     86,253
Long-term trade receivables                     47,486
Investment in TherMatrx, Inc.                    1,394
                                           ------------
                                          $  3,125,489
                                           ------------

    Liabilities and Stockholders' Equity

Current liabilities:
  Current portion on deferred gain on sale      61,416
   - leaseback
  Current portion of long-term debt             13,406
  Current portion of deferred revenue           81,530
  Accounts payable                              85,310
  Accrued expenses                             362,074
                                           ------------
    Total current liabilities                  603,736
                                           ------------

Long-term debt                                       -
Deferred gain on building transaction          153,461
Deferred revenue                                40,923
                                           ------------
    Total liabilities                          798,120
                                           ------------
Stockholders' equity:
  Common stock, $.01 par value; authorized
    20,000,000 shares; issued and
    outstanding 16,661,012, shares             166,406
  Additional paid-in capital                20,674,750
  Accumulated deficit                      (18,354,067)
  Deferred compensation                       (159,486)
  Common stock in treasury 13,412 shares,         (234)
    at cost                                ------------

    Net stockholders' equity                 2,327,371
                                           ------------
                                         $   3,125,489
                                           ============



<PAGE>
                           BSD MEDICAL CORPORATION

               Condensed Statements of Operations
                           (Unaudited)
          Periods ended May 31, 1999, and May 31, 1998


                                     Three Months              Nine Months
                                        Ended:                    Ended:
                              ------------------------  ------------------------
                                May 31,      May 31,      May 31,      May 31,
                                  1999        1998          1999         1998
                              -----------  -----------  -----------  -----------
Product sales                $    81,086      763,300  $   308,693    1,524,155
Grant and license revenue              -            -       23,780      133,173
                              -----------  -----------  -----------  -----------
    Total revenues                81,086      763,300      332,473    1,657,328
                              -----------  -----------  -----------  -----------

Costs and expenses:
  Cost of product sales          138,572      269,293      346,732      579,115
  Research and development       141,789      110,728      370,384      254,951
  Selling, general, and          430,190      186,642      779,224      781,686
   administrative             -----------  -----------  -----------  -----------

    Total costs and expenses     710,551      566,663    1,496,340    1,615,752
                              -----------  -----------  -----------  -----------
    Operating income (loss)     (629,465)     196,637   (1,163,867)      41,576

Other income (expense):
  Equity Earnings in TherMatrx  (120,046)           -     (408,591)           -
  Interest income                 20,515        3,549       77,023        7,536
  Settlement of litigation             -    2,950,000            -    2,950,000
  Interest expense                  (404)      (1,203)      (2,432)      (7,446)
  Other, net                      22,221      102,237       37,911      143,785
                              -----------  -----------  -----------  -----------
    Total other income (expense) (77,714)   3,054,583     (296,089)   3,093,875
                              -----------  -----------  -----------  -----------
    Net income (loss)        $  (707,179)   3,251,220  $(1,459,956)   3,135,451
                              ===========  ===========  ===========  ===========

Basic net income (loss) per
 common and common           $      (.04)         .20  $      (.09)         .19
 equivalent share             -----------  -----------  -----------  -----------

Diluted net income (loss)
 per common and common       $         -          .19  $         -          .18
 equivalent share             -----------  -----------  -----------  -----------

Weighted average number of
 shares outstanding
  Primary                     16,661,000   16,177,000   16,661,000   16,177,000
                              -----------  -----------  -----------  -----------
  Diluted                              -   17,087,000            -   17,287,000
                              -----------  -----------  -----------  -----------

See accompanying notes to financial statements.

<PAGE>
                           BSD MEDICAL CORPORATION

         Condensed Statements of Cash Flows (Unaudited)
        Nine Months ended May 31, 1999, and May 31, 1998

Increase (Decrease) in Cash and Cash            May 31,       May 31,
Equivalents                                      1999          1998
                                             -----------   -----------
Cash flows from operating activities:
  Net income (loss)                         $(1,459,956)    3,135,451
  Adjustments to reconcile net income (loss)
   to net cash provided by operating
   activities:
    Depreciation and amortization                17,674        14,150
    Loss on joint venture                       408,591             -
    Gain on settlement of accounts payables           -        (7,103)
    Deferred compensation                       151,880       151,880
    Stock issued for compensation               145,489             -
    Deferred gain on sale of asset              (46,062)     (276,293)
    Recognized gain on sale of asset                  -       (49,191)
    (Increase) decrease in:
      Receivables                               230,920      (126,968)
      Inventories                              (311,476)      (52,959)
      Prepaid expenses and deposits              16,406        14,257
    Increase (decrease) in:
      Accounts payable                            3,000      (165,032)
      Accrued expenses                          137,556       (28,237)
      Deferred Income                           (71,875)      240,049
                                             -----------   -----------
        Net cash provided by (used in)         (777,853)    2,850,004
         operating activities                -----------   -----------

Cash flows from investing activities:
  Purchase of property and equipment            (35,151)       (5,286)
  Cash in unconsolidated subsidiary          (3,593,083)            -
  Proceeds from sale of fixed asset                   -       446,545
                                             -----------   -----------
    Net cash provided by (used in)           (3,628,234)      441,259
     investing activities

Cash flows from financing activities:
  Net proceeds from (payments on) short-term          -      (170,500)
   notes payable
  Principal payments on capital lease                 -       (12,659)
   obligation
  Principal payments on long-term debt          (43,404)      (20,940)
   obligation                                -----------   -----------
    Net cash used in financing activities       (43,404)     (204,099)
                                             -----------   -----------
  Increase in cash and cash equivalents     $(4,449,491)    3,087,164
  Cash and cash equivalents, beginning of     6,391,115        43,681
   period                                    ===========   ===========
  Cash and cash equivalents, end of period  $ 1,941,624     3,130,845
                                             ===========   ===========

Supplemental Disclosure of Cash Flow
Information
---------------------------------------
  Cash paid for interest during period      $     2,432        18,070

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

                     BSD MEDICAL CORPORATION
             Notes to Condensed Financial Statements

Note 1.  Basis of Presentation

   The  Condensed Balance Sheet as of May 31, 1999; the Condensed
Statements  of  Operations for the three months and  nine  months
ended May 31, 1999; the Condensed Statements of Cash Flow for the
nine  months  ended  May 31, 1999, and May 31,  1998,  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,  1999,  have
been made.  During the period ended May 31, 1999, TherMatrx, Inc.
received an additional capital infusion from TherMatrx Investment
Holdings,  LLC (assignee of Oracle Strategic Partners,  L.P.  and
Charles   Manker).   This  infusion  was  based  on   TherMatrx's
achievement   of   key  success  milestones   in   the   clinical
investigation  of  a  new  therapy to treat  BPH  with  microwave
energy.   This  infusion decreased BSD's ownership  of  TherMatrx
from  54%  to  34%.  During the periods ending August  31,  1998,
November   30,  1998,  and  February  28,  1999,  BSD   presented
consolidated  financials;  however, BSD  has  become  a  minority
shareholder  in  TherMatrx and thus has  changed  the  method  of
accounting from a consolidation method to an equity method.

   Certain information and footnote disclosures normally included
in  financial  statements prepared in accordance  with  generally
accepted  accounting principles have been condensed  or  omitted.
The  results of operations for the period ended May 31, 1999, are
not  necessarily indicative of the results to be expected for the
full year.

Note 2.  Net Income (Loss) Per Common Share

   Net Income (Loss) per common share for the quarters ended  May
31,  1999,  and  May 31, 1998, 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 $4,308,861 at August 31, 1998,  to
$3,125,489 at May 31, 1999, a decrease of $1,183,372,  or  27.46%
primarily due to a decrease in cash.  Cash decreased by $856,408,
a  decrease  of 30.61%, primarily due to use of cash for  working
capital.

  Receivables decreased $230,920, a decrease of 70.12%, primarily
due  the  collection of receivables.  Total inventories increased
by  $311,476, an increase of 49.89% due to purchase of  materials
for future shipments.

   Total current liabilities increased by $89,400, an increase of
17.38%.   The increase was primarily caused by decreases in  long
term  debt  and  deferred  revenue and  an  increase  in  accrued
expenses.

   The  Company  has  long  term receivables  for  field  service
contracts, as of May 31, 1999, of $47,486.

  Fluctuations in Operating Results

   The  Company's  sales and operating results historically  have
varied (and will likely continue to vary) greatly on a quarter-to-
quarter  and  a  year to year basis due to risks associated  with
international   operations;  budgeting  considerations   of   the
Company's  customers; the nature of the medical capital equipment
market;  the  ability  of the Company to predict  the  timing  of
various  approvals required from the Food and Drug Administration
and  other governmental agencies; the relatively large  per  unit
sales  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.   For
these  and  other  reasons,  the  results  of  operations  for  a
particular fiscal period may not be indicative of results for any
other period.

Results of Operations:

Nine Months ended May 31, 1999

   Product  Sales  decreased from $1,524,155 in the  nine  months
ended May 31, 1998, to $308,693 in the nine months ended May  31,
1999,  a  decrease of $1,215,462, or 79.75%, primarily due  to  a
delay  in  receipt  and processing of European orders  while  the
Company  obtains  CE  Marking approval  on  the  new  BSD-2000-3D
system,  now  required  for  sales to  all  European  Union  (EU)
countries.   The Company anticipates receipt of CE Mark  approval
by  the end of this fiscal year.  (As of May 31, 1999, BSD has  a
backlog of $539,750 for its new BSD-2000-3D product line.)

   Gross  profit on product sales decreased from $945,040 in  the
nine  months ended May 31, 1998, to a loss of $38,039 in the nine
months  ended May 31, 1999, as a result of a decrease in  product
sales (see above).

   Selling,  General and Administrative Expenses  decreased  from
$781,686  in  the nine months ended May 31, 1998, to $779,224  in
the  nine months ended May 31, 1999, a slight decrease of $2,462,
or 0.32%.

   Research and Development Expenses increased from $254,951  for
the  nine  months  ended May 31, 1998, to $370,384  in  the  nine
months  ended May 31, 1999, an increase of $115,433,  or  45.28%.
The increase was due to increased resources devoted to completion
of  the  BSD-2000-3D/MR  system and  the  costs  associated  with
obtaining CE Marking approval for this system.

   Total Costs and Expenses decreased by $119,412, a decrease  of
7.39%, primarily caused by a decrease in product sales.

   Interest  Expense in the nine months ended May 31,  1998,  was
$7,446,  compared  with $2,432 of Interest Expense  in  the  nine
months ended May 31, 1999.  The decrease was caused by the  lower
interest  costs associated with notes payable as the notes  reach
maturity.

   The  Net  Loss  for the nine months ending May 31,  1999,  was
$1,459,956, as compared with a Net Income of $3,135,451  for  the
nine  months  ending May 31, 1998.  The primary reason  for  this
decrease was the receipt in May 1998 of $2,950,000 for litigation
settlement  combined with the aforementioned decrease in  product
sales, increase in research and development costs, and the equity
loss in TherMatrx.

Three Months ended May 31, 1999

  Product Sales decreased from $763,300 in the three months ended
May 31, 1998, to $81,086 for the three months ended May 31, 1999,
a  decrease of $682,214, or 89.38%.  This decrease was due  to  a
delay  in  receipt  and processing of European orders  while  the
Company  obtains  CE  Marking approval  on  the  new  BSD-2000-3D
system,  now  required  for  sales to  all  European  Union  (EU)
countries.   The Company anticipates receipt of CE Mark  approval
by  the end of this fiscal year.  (As of May 31, 1999, BSD has  a
backlog of $539,750 for its new BSD-2000-3D product line.)

   Gross profit decreased from $494,007 in the quarter ended  May
31, 1998, to a loss of $57,486 in the quarter ended May 31, 1999,
as a result of the aforementioned decrease in sales.

   Selling,  General and Administrative Expenses  increased  from
$186,642 in the quarter ended May 31, 1998, to $430,190, for  the
quarter  ended May 31, 1999, an increase of $243,548, or 130.49%.
The  increase  was primarily caused by an increase  in  personnel
costs  and  compensation expense incurred from the issue  of  new
common stock.

   Research  and  Development Expenses increased by  $31,061,  an
increase  of  28.05%  due  to  increased  resources  devoted   to
completion of the BSD-2000-3D/MR system and costs associated with
obtaining CE Marking approval for this system.

   Total Costs and Expenses increased by $143,888, an increase of
25.39%,  as compared with the corresponding three months  in  the
previous fiscal year.  This increase was primarily caused by  the
aforementioned  increases in Selling, General and  Administrative
expenses and Research and Development expenses.

   Interest  Expense in the three months ended May 31, 1998,  was
$1,203,  as compared with $404 of Interest Expense in  the  three
months ended May 31, 1999.  The decrease was caused by the  lower
interest  costs associated with notes payable as the notes  reach
maturity.

   The Net Loss for the quarter ended May 31, 1999, was $707,179,
as  compared  with the Net Income of $3,251,220 for  the  quarter
ending  May  31, 1998.  The primary reason for this decrease  was
the  receipt in May 1998 of $2,950,000 for litigation  settlement
combined  with  the  aforementioned decrease  in  product  sales,
increase in Selling, General and Administrative and Research  and
Development expenses, and the equity loss in TherMatrx.


   YEAR  2000 COMPLIANCE.  All of BSD Medical's systems are fully
Year 2000 (Y2K) compliant, with the exception of the BSD-500  and
some  BSD-2000 systems.  Beginning January 1, 2000, these systems
will  display an error message when the system is first  started,
indicating the system has an invalid date.  The Company is in the
process  of  rewriting the software for both  of  these  systems,
which   will   make  these  systems  Y2K  compliant  and   permit
unrestricted use.  The cost to BSD Medical to address this  issue
is  not  material  -  less than $10,000.  In  the  event  that  a
customer  elects  not  to  purchase the updated  software,  their
system can still be operated by making a one time entry of a year
between 1985 and 1999.  The system operations and calculations do
not  include any date driven functions and therefore the  systems
will not exhibit any change in performance due to the arrival  of
the  year  2000;  rather the date is used only  as  a  method  to
identify the treatment record.  Thus, the use of an invalid  date
does  not  create  any  material risks.  These  systems  are  not
connected  to any other computer systems, as they are stand-alone
systems.

   The Company has installed software upgrades for its accounting
and manufacturing systems that are warranted by the vendors to be
Y2K  compatible.  The Company is currently evaluating  its  other
computerized systems.  The aggregate costs to upgrade systems for
Y2K  compliance appear to be below $13,000, and these costs  will
be  amortized  over five years.  There do not appear  to  be  any
other material internal issues at this time.

   The Company has been talking to vendors and customers but  has
not yet determined the Y2K readiness of these entities.  However,
the  Company  is  monitoring the Y2K  progress  of  its  vendors,
customers,  and payors to determine the potential impact  to  the
Company.

   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.


PART II - OTHER INFORMATION

ITEM  6.  EXHIBITS  AND REPORTS ON FORM 8-K

(a)  Exhibits

  The following exhibit is filed as part of this report:

Exhibit               Description
Number
--------      ------------------------------
 27            Financial Data Schedule.

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




<PAGE>

SIGNATURE


   Pursuant to the requirements of the Securities Exchange Act of
1934,  BSD  Medical Corporation, the registrant, has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


                              BSD MEDICAL CORPORATION



Date:  July 14, 1999             /s/  Paul F. Turner
                                ---------------------------
                                Paul F. Turner
                                Chairman of the Board, Acting President,
                                 and Senior Vice President of Research