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, 1997.
                                
                 Commission file number 0-10783
                                
                                
                     BSD MEDICAL CORPORATION
                                
                                
           DELAWARE                        75-1590407
(State of Incorporation)       (IRS Employer Identification Number)



     2188 West 2200 South
     Salt Lake City, Utah                           84119
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number:  (801) 972-5555


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section 13 or  15  (d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.      Yes [X]    No [  ]


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


            Class                  Outstanding as of March 28, 1997
 Common stock, $.01 Par Value                16,176,980



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

<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           BSD MEDICAL CORPORATION
                                      
                    Condensed Consolidated Balance Sheets
                                 (Unaudited)

                        Assets                           Feb. 28,      Aug. 31,
                                                           1997          1996
Current assets:                                         __________   __________
Cash and cash equivalents                               $  342,347   $  381,746
Receivables:                                                            
Trade accounts, net of allowance for doubtful               78,953      130,175
  receivables of $10,000
Related party, net of allowance for doubtful                     -       23,054
  receivables of $26,200
Other, net of allowance for doubtful receivables of         43,457      500,000
  $20,494
                                                        __________   __________
Total net receivables                                      122,410      653,229
                                                        __________   __________
Inventories:                                                             
  Raw materials                                            157,691      223,139
  Work-in-process                                          320,665      233,856
  Finished goods                                            74,101       74,071
                                                        __________   __________
Total inventories                                          552,457      531,066
                                                        __________   __________
Prepaid expenses and other assets                           28,252       34,975
                                                        __________   __________
Total current assets                                     1,045,466    1,601,016
                                                        __________   __________
Property and equipment:                                                 
  Furniture and fixtures                                   297,743      297,743
  Equipment                                                523,158      473,099
  Building, net of reserve for potential impairment of     233,766      233,766
    $181,534
                                                        __________   __________
Total property and equipment                             1,054,667    1,004,608
                                                                         
Less accumulated depreciation and amortization             764,074      752,205
                                                        __________   __________
Net property and equipment                                 290,593      252,403
                                                        __________   __________
Long-term receivables                                      125,380      106,820
                                                                         
Other assets, at cost, less accumulated                                 
  amortization of $199,961 at Feb. 28, 1997, and            57,800       67,742
  $194,990 at Aug. 31, 1996
                                                        __________   __________
                                                        $1,519,239   $2,027,981
                                                        ==========   ==========


See accompanying notes to financial statements.
                                      
                                      
                                      
                                      
                                      
                                      
<PAGE>                                      
                                      
         Liabilities and Stockholders' Equity                               

Current liabilities:                                            
  Notes payable                                         $    5,875   $   17,250
  Current installments of obligation under capital lease    24,212       46,554
  Current installments of obligation under long-term debt   13,198       25,817
  Accounts payable                                          87,467       89,230
  Accrued payroll and commissions                           50,727       74,060
  Customer deposits                                          3,371      141,871
  Warranty reserves                                         32,314       36,524
  Accrued expenses                                          55,367      107,490
  Current income tax payable                                70,000       70,000
                                                        __________   __________
Total current liabilities                                  342,531      608,796
                                                        __________   __________
Obligation under capital lease, excluding current          106,370      106,370
  installments
Obligation under long-term debt, excluding current          64,162       64,162
  installments
Deferred revenue                                           196,187      186,771
Related party deferred revenue                             335,141      335,141
                                                        __________   __________
Total liabilities                                        1,044,391    1,301,240
                                                        __________   __________
Stockholders' equity:                                     
  Preferred stock, $1.00 par value; authorized 
    10,000,000 shares; none issued and outstanding 
    (liquidation value $100 per share)                           -            -
  Common stock, $.01 par value; authorized 20,000,000                     
    shares; issued and outstanding 16,176,980 shares       161,770      161,770
  Additional paid-in capital                            20,430,243   20,341,418
  Accumulated deficit                                  (19,317,097) (18,912,164)
  Common stock in treasury 67,428 shares, at cost          (14,867)     (14,867)
  Deferred compensation                                   (785,201)    (849,416)
                                                        __________   __________
Net stockholders' equity                                   474,848      726,741
                                                        __________   __________
                                                        $1,519,239  $ 2,027,981
                                                        ==========   ==========

<PAGE>
                          BSD MEDICAL CORPORATION
                                      
               Condensed Consolidated Statements of Operations
                                 (Unaudited)
           Quarters ended February 28, 1997 and February 29, 1996



                                       Three Months             Six Months
                                          Ended:                  Ended:
                                    Feb. 28    Feb. 29      Feb. 28     Feb. 29
                                     1997       1996         1997        1996
                                  __________  __________  __________  __________
                                 
Product sales                    $  158,048     225,234  $  231,100     336,922
Grant and license revenue           165,515      83,073     284,181     190,782
                                  __________  __________  __________  __________
Total revenues                      323,563     308,307     515,281     527,704
Costs and expenses:               __________  __________  __________  __________
  Cost of product sales              97,819      87,765     191,384     189,265
  Research and development           79,127      78,930     178,162     161,856
  Selling, general, and             222,478      96,682     557,240     206,884
    administrative                __________  __________  __________  __________
Total costs and expenses            399,424     263,377     926,786     558,005
                                  __________  __________  __________  __________
Operating income (loss)             (75,861)     44,930    (411,505)    (30,301)
                                                                   
Other income (expense):                                            
  Interest income                     3,373         107       9,108         301
  Gain on settlement of accounts      3,779           -       8,517           -
    payable
  Write-off of expired reserves           -      63,664           -      63,664
  Interest expense                   (6,476)    (20,018)    (13,240)    (21,220)
  Other, net                          1,887      (4,190)      2,187      28,410
                                  __________  __________  __________  __________
Total other income                    2,563      39,563       6,572      71,155
                                  __________  __________  __________  __________
Net income (loss)                $  (73,298)     84,493  $ (404,933)     40,854
                                  ==========  ==========  ==========  ==========
Net income (loss) per common and                                          
  common equivalent share        $   (0.004)      0.005  $   (0.023)      0.002
                                 =========== =========== =========== ===========
Weighted average number of       17,314,726  17,226,226  17,305,848  17,203,497
  shares outstanding             =========== =========== =========== ===========



See accompanying notes to financial statements.

<PAGE>
                           BSD MEDICAL CORPORATION
                                      
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
          Six Months ended February 28, 1997, and February 29, 1996
                                      
                                      
Increase (Decrease) in Cash and Cash Equivalents         Feb. 28      Feb. 29
________________________________________________           1997         1996
                                                        __________  __________
Cash flows from operating activities:                             
  Net income (loss)                                    $ (404,933)     40,854
  Adjustments to reconcile net income (loss) to net                          
    cash provided by operating activities:                                   
     Depreciation and amortization                        174,851      27,240
     Gain on settlement of accounts payables               (8,517)          -
     Issuance of treasury stock as bonus                        -       4,200
     Write-off of expired reserves                              -     (63,664)
     Changes in assets and liabilities:                                      
       Receivables                                        512,259      (7,151)
       Inventories                                        (21,390)     (3,373)
       Prepaid expenses and other assets                    6,722       4,901
       Accounts payable                                     6,754     (10,782)
       Accrued payroll and commissions                    (23,333)     37,090
       Customer deposits                                 (138,500)     80,068
       Warranty reserves                                   (4,210)     (4,769)
       Accrued expenses                                   (52,123)    (49,662)
       Deferred Income                                      9,416           -
                                                        __________  __________
Net cash provided by operating activities                  56,996      54,952
                                                        __________  __________
Cash used in investing activities - additions to                   
  property, plant, and equipment                          (50,059)     (2,414)
                                                        __________  __________
Cash flows from financing activities:                              
  Net proceeds from (payments on) short-term 
    notes payable                                         (11,375)    (32,708)
  Principal payments on capital lease obligation          (22,342)    (25,547)
  Principal payments on long-term debt obligation         (12,619)    (15,194)
                                                        __________  __________
Net cash used in financing activities                     (46,336)    (73,449)
                                                        __________  __________
Increase in cash and cash equivalents                  $  (39,399)    (20,911)
Cash and cash equivalents, beginning of period            381,746      46,124
                                                        __________  __________
Cash and cash equivalents, end of period               $  342,347      25,213
                                                        ==========  ==========
Supplemental Disclosure of Cash Flow Information
________________________________________________
Cash paid during the period for interest               $   13,240      21,220

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

Note 1.  Basis of Presentation

    The   Condensed   Consolidated  Balance   Sheet   as   of   February   28,
1997,   and   the   Condensed  Consolidated  Statements  of   Operations   and
the    Condensed   Consolidated   Statements   of   Cash    Flow    for    the
quarters   ended   February   28,   1997,  and   February   29,   1996,   have
been   prepared   by   the  Company  without  audit.   In   the   opinion   of
management,    all   adjustments   to   the   books   and   accounts    (which
include    only   normal   recurring   adjustments)   necessary   to   present
fairly   the   financial   position,  results  of  operations,   and   changes
in   financial   position   of  the  Company  as   of   February   28,   1997,
have been made.

    Certain   information   and   footnote   disclosures   normally   included
in    financial    statements   prepared   in   accordance   with    generally
accepted    accounting   principles   have   been   condensed   or    omitted.
The   results  of  operations  for  the  period  ended  February   28,   1997,
are   not   necessarily  indicative  of  the  results  to  be   expected   for
the full year.

Note 2.  Net Income (Loss) Per Common Share

    Net   loss   per  common  share  for  the  quarters  ended  February   28,
1997,   and   February   29,  1996,  are  based  on   the   weighted   average
number of shares outstanding during the respective periods.

Note 3.  Federal Income Taxes

   No  provision  has  been made for income tax  expense  in  the
February   28,   1997,  financial  statements  because   of   the
utilization of operating loss carry forwards.


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

Liquidity and Capital Resources
_______________________________

   Total assets decreased from $2,027,981 at August 31, 1996,  to
$1,519,239  at  February  28, 1997, a decrease  of  $508,742,  or
25.09% due to the following decreases.  Other Receivables  as  of
February  28, 1997, totaled $43,457, a decrease of $456,543  from
August  31,  1996,  due  to receipt of $500,000,  included  as  a
receivable  at August 31, 1996.  The $500,000 cash  received  was
used  to  pay accrued debts (see below) and to finance  increased
operating  expenses  required to build,  ship,  and  support  new
product  lines  and to support the efforts on the Small  Business
Innovation  Research (SBIR) grant project funded by the  National
Cancer  Institute (NCI).  Cash decreased from $381,746 at  August
31,  1996,  to  $342,347  at February 28,  1997,  a  decrease  of
$39,399,   or  10.32%,  primarily  caused  by  periodic  business
fluctuations.

  Trade accounts receivable decreased from $153,229 at August 31,
1996, to $78,953 at February 28, 1997, a decrease of $74,276,  or
48.47%,  caused  by  a reduction in sales and  receipt  of  prior
receivables.  Total inventories increased from $531,066 at August
31, 1996, to $552,457 at February 28, 1997, a slight increase  of
$21,391, or 4.03%, due to periodic business fluctuations.

  Total current liabilities decreased from $608,796 at August 31,
1996,  to  $342,530 at February 28, 1997, a decrease of $266,266,
or  43.74%.   The decrease was primarily caused by  decreases  in
customer  deposits,  accrued  expenses,  accrued  payroll,  notes
payable,  and current obligations, following receipt of funds  in
1996 from a patent license fee.

   The  Company has historically expended more cash in the course
of its business than it has generated from operations and has had
to rely primarily upon cash provided by private placements of its
equity  securities to meet cash requirements.  However,  BSD  has
not  had an outside capital infusion since 1989.  Even though the
market  for BSD's cancer hyperthermia equipment has been severely
adversely impacted as a result of factors discussed in the fiscal
1996   10-KSB,  the  Company  anticipates  a  change  to   stable
profitability  in  the future (see Part II,  Item  6,  Management
Discussion  and Current Status of Financial Condition,  1996  10-
KSB).

  The Company's current backlog of unfilled customer orders as of
February 28, 1997, was $850,000.  A $335,000 deposit has  already
been collected by the Company for this backlog.  (The backlog  at
November  30,  1996 of $1,225,141 was reduced to $850,000  as  of
February  28,  1997, due to cancellation of  an  order  from  Dr.
Sennewald Medizin Technik GmbH for a BSD-2000 in anticipation  of
this  order  being  replaced  by an  order  for  the  BSD-2000-3D
following shipment of the first BSD-2000-3D system.)  The Company
also has long term receivables for field service contracts, as of
February 28, 1997, of $125,380.

Fluctuations in Operating Results
_________________________________

    Due   to  risks  associated  with  international  operations,
budgeting  considerations of the Company's customers, the  nature
of  the  medical capital equipment market, the inability  of  the
Company to predict the timing of various approvals required  from
the Food and Drug Administration and other governmental agencies,
the  relatively  large  per unit sales prices  of  the  Company's
products,  the  typical fluctuations in the  mix  of  orders  for
different  systems and system configurations,  the  limited  unit
sales  volumes, the Company's limited cash resources, changes  in
Medicare    and   other   third-party   reimbursement   policies,
competition, and other factors, the Company's sales and operating
results  historically have varied (and will  likely  continue  to
vary)  greatly  on  a quarter-to-quarter and year-to-year  basis.
For  these  and  other reasons, the results of operations  for  a
particular fiscal period may not be indicative of results  to  be
expected for any other period.

Results of Operations:
______________________

Six Months ended February 28, 1997

   Product Sales decreased from $336,922 in the six months  ended
February  29, 1996, to $231,100 in the six months ended  February
28, 1997, a decrease of $105,822, or 31.41%.  During fiscal 1996,
the  Company  devoted  time and resources  to  restructuring  and
rebuilding  the  Corporation,  which  included  the  design   and
implementation of a new marketing strategy, evaluation of current
distributors,   laying  the  groundwork  for   future   strategic
partnerships,  and developing a new product line - the  BSD-2000-
3D.  These efforts have shown results in many areas - granting of
a  patent license; receipt of a Phase II NCI SBIR grant; approval
from  the  Food  and Drug Administration to proceed  with  a  new
Investigational Device Exemption study on the treatment of benign
prostatic  hyperplasia (BPH); completion of a new line of  cancer
products  and  introduction of a new line of  prostate  treatment
products;  and  receipt of a purchase order for  the  new  cancer
product  line.  Management expects sales to increase in the  last
part of the 1997 fiscal year, as some European orders are pending
based  on  delivery  of the first BSD-2000-3D  System,  which  is
projected to ship in June 1997.

   Gross  profit on product sales decreased from $147,657 in  the
six  months ended February 29, 1996, to $39,716 in the six months
ended  February  28, 1997, as a result of a decrease  in  product
sales,  as  well  as  the ongoing typical fluctuations  in  costs
required to refurbish equipment for sales of refurbished systems.

   Selling,  General and Administrative Expenses  increased  from
$206,884  in the six months ended February 29, 1996, to  $557,240
in  the  six  months  ended February 28,  1997,  an  increase  of
$350,356, or 169.35%.  The increase was primarily caused  by  the
vesting  of  options,  in  the first fiscal  quarter,  issued  to
employees  and non-employees to purchase shares of the  Company's
common  stock  (which have been recorded as deferred compensation
and  amortized over the vesting period of the options); increases
in  sales  and marketing staff; fees involved with BSD  obtaining
additional funding and strategic partnerships (see Part II,  Item
5,  Other Information, November 30, 1996, 10-QSB); and legal fees
(see  Part I, Item 3, Urologix, Inc. vs. BSD Medical Corporation,
1996 10-KSB).

   Research and Development Expenses increased from $161,856  for
the  six  months ended February 29, 1996, to $178,162 in the  six
months  ended  February  28, 1997, an  increase  of  $16,306,  or
10.07%.   The  increase was caused by slightly  higher  personnel
costs  required  to  support  the efforts  on  the  Research  and
Development   SBIR  grant  project  funded   by   NCI   and   the
aforementioned vesting of options issued to employees to purchase
shares of the Company's common stock.

   Total  Operating Expenses increased from $558,005 in  the  six
months  ended  February 29, 1996, to $926,786 in the  six  months
ended  February  28,  1997, an increase of $368,781,  or  66.09%.
This   increase   was  primarily  caused  by  the  aforementioned
increases in Selling, General and Administrative expenses.

   The  Operating Loss increased from $30,301 in the  six  months
ended  February  29, 1996, to $411,505 in the  six  months  ended
February  28, 1997, an increase of $381,204, or 1,258.06%.   This
increase  was primarily caused by the aforementioned factors  and
use  of  resources devoted to completion of a new line of  cancer
products  and  introduction of a new line of  prostate  treatment
products.

  Interest Expense in the six months ended February 28, 1997, was
$13,240, as compared with the $21,220 of Interest Expense in  the
six  months ended February 29, 1996.  The decrease was caused  by
typical periodic business fluctuations.

   The  Net  Loss for the quarter ending February 28,  1997,  was
$404,933,  as  compared with the Net Income of  $40,854  for  the
quarter  ending February 29, 1996.  The primary reasons for  this
increase  were the aforementioned increase in operating expenses,
decrease in product sales, and use of resources for completion of
a  new line of cancer products and introduction of a new line  of
prostate treatment products.

Three Months ended February 28, 1997

  Product Sales decreased from $225,234 in the three months ended
February  29,  1996,  to  $158,048 for  the  three  months  ended
February  28,  1997, a decrease of $67,186,  or  29.83%.   During
fiscal   1996,   the  Company  devoted  time  and  resources   to
restructuring and rebuilding the Corporation, which included  the
design and implementation of a new marketing strategy, evaluation
of   current  distributors,  laying  the  groundwork  for  future
strategic partnerships, and developing a new product line  -  the
BSD-2000-3D.   These efforts have shown results in many  areas  -
granting  of  a patent license; receipt of a Phase  II  NCI  SBIR
grant;  approval from the Food and Drug Administration to proceed
with  a  new  Investigational  Device  Exemption  study  on   the
treatment of BPH; completion of a new line of cancer products and
introduction  of a new line of prostate treatment  products;  and
receipt  of  a  purchase order for the new cancer  product  line.
Management expects sales to increase in the last part of the 1997
fiscal  year,  as  some  European orders  are  pending  based  on
delivery  of the first BSD-2000-3D System, which is projected  to
ship in June 1997.

   Gross  profit on product sales decreased from $137,469 in  the
three  months  ended February 29, 1996, to $60,229 in  the  three
months  ended  February 28, 1997, as a result of  a  decrease  in
product  sales,  as well as the ongoing typical  fluctuations  in
costs  necessary to refurbish equipment for sales of  refurbished
systems.

   Selling,  General and Administrative Expenses  increased  from
$96,682  in the three months ended February 29, 1996, to $222,478
in  the  three  months ended February 28, 1997,  an  increase  of
$125,796,  or  130.11%.   The increase was  primarily  caused  by
increases  in sales and marketing staff; fees involved  with  BSD
obtaining additional funding and strategic partnerships (see Part
II, Item 5, Other Information, November 30, 1996, 10-QSB); and an
increase  in legal fees (see Part I, Item 3, Urologix,  Inc.  vs.
BSD Medical Corporation, 1996 10-KSB).

  Research and Development Expenses increased from $78,930 in the
three  months  ended February 29, 1996, to $79,127 in  the  three
months ended February 28, 1997, an increase of $197, or 0.25%, an
insignificant increase.

   Total Operating Expenses increased from $263,377 in the  three
months  ended February 29, 1996, to $399,424 in the three  months
ended  February  28,  1997, an increase of $136,047,  or  51.65%.
This   increase   was  primarily  caused  by  the  aforementioned
increases in Selling, General and Administrative expenses.

  Operating Income was $44,930 in the three months ended February
29,  1996, as compared with  the Operating Loss of $75,861 in the
three  months ended February 28, 1997.  This change was primarily
caused  by  the aforementioned increases in Selling, General  and
Administrative expenses.

   Interest Expense in the three months ended February 28,  1997,
was  $6,476, as compared with the $20,018 of Interest Expense  in
the  three  months  ended February 29, 1996.   The  decrease  was
caused by typical periodic business fluctuations.

   The  Net  Loss for the quarter ending February 28,  1997,  was
$73,298,  as  compared with the Net Income  of  $84,493  for  the
quarter  ending February 29, 1996.  The primary reason  for  this
increase was the aforementioned increase in operating expenses.


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, 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:  March 28, 1997           by: /s/ Paul F. Turner
                                   Paul F. Turner
                                   Chairman of the Board, Acting President,
                                   and  Senior  Vice  President  of Research