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 29, 2004

                         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 29, 2004
-------------------------------------                         -----------------
   Common stock, $.001 Par Value                                 19,915,232



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)

                              Assets                            February 29,
                              ------                               2004
                                                             -------------------
Current assets:
    Cash and cash equivalents                               $        1,827,289
    Receivables, net of $81,941 allowance
     for doubtful accounts                                             202,697
    Related party receivables                                          127,321
    Inventories                                                        711,889
    Other current assets                                                25,919
                                                             -------------------

           Total current assets                                      2,895,115
                                                             -------------------

Property and equipment, net                                            119,642
Patents, net                                                            25,946
                                                             -------------------

                                                            $        3,040,703
                                                             -------------------

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

Current liabilities:
    Accounts payable                                        $           74,516
    Accrued expenses                                                   496,118
    Current portion of deferred revenue                                 34,285
                                                             -------------------

           Total current liabilities                                   604,919
                                                             -------------------
Long term liabilities
    Deferred revenue                                                    20,450
                                                             -------------------

           Total liabilities                                           625,369
                                                             -------------------

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
      19,915,232, shares                                                19,916
    Additional paid-in capital                                      23,188,956
    Deferred compensation                                              (27,808)
    Accumulated deficit                                            (20,765,496)
    Common stock in treasury 13,412 shares, at cost                       (234)
                                                             -------------------

          Net stockholders' equity                                   2,415,334
                                                            -------------------

                                                            $        3,040,703
                                                             ===================


                                       1
<PAGE>
                             BSD MEDICAL CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)
              Periods ended February 29, 2004 and February 28, 2003
<TABLE>
<CAPTION>


                                                                Three Months                        Six Months
                                                                   Ended:                             Ended:
                                                      ---------------------------------  ---------------------------------
                                                        February 29      February 28     February 29      February 28
                                                           2004              2003             2004              2003
                                                      ---------------  ----------------  ---------------  ----------------

<S>                                                  <C>                 <C>            <C>              <C>
Sales                                                $     218,350          212,121     $     412,258    $     254,954
Related party sales                                        208,192          283,740           695,418        1,041,191
                                                      ---------------  ----------------  ---------------  ----------------

           Total revenues                                  426,542          495,861         1,107,676        1,296,145
                                                      ---------------  ----------------  ---------------  ----------------
Costs and expenses:

    Cost of product sales                                  206,765           56,540           315,186           62,710
    Cost of related party sales                             61,969          113,974           283,676          456,961
    Research and development                               166,733          184,806           329,290          340,465
    Selling, general, and administrative                   248,581          249,128           461,161          498,119
                                                      ---------------  ----------------  ---------------  ----------------

           Total costs and expenses                        684,048          604,448         1,389,313        1,358,255
                                                      ---------------  ----------------  ---------------  ----------------

           Operating loss                                 (257,506)        (108,587)         (281,637)         (62,110)

Other income
    Interest income                                          2,500            1,055             2,601            2,185
    Interest expense                                          (245)               -              (353)
                                                      ---------------  ----------------  ---------------  ----------------

           Total other income                                2,255            1,055             2,248            2,185
                                                      ---------------  ----------------  ---------------  ----------------

           Loss before income taxes                       (255,251)        (107,532)         (279,389)         (59,925)

Income tax benefit                                               -                -                 -                -
                                                      ---------------  ----------------  ---------------  ----------------

           Net loss                                  $    (255,251)        (107,532)    $    (279,389)   $     (59,925)
                                                      ===============  ================  ===============  ================

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

Weighted average number of shares outstanding,
    basic and diluted                                   18,898,000       17,777,000        19,891,000       17,776,000
</TABLE>



See accompanying notes to financial statements.


                                       2
<PAGE>
<TABLE>
<CAPTION>

                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
            Six months ended February 29, 2004 and February 28, 2003


Increase (Decrease) in Cash and Cash Equivalents                         Feb. 29,         Feb. 28,
------------------------------------------------                          2004             2003
                                                                       -------------------------------
Cash flows from operating activities:
<S>                                                                   <C>             <C>
    Net loss                                                          $   (279,389)   $    (59,925)
    Adjustments to reconcile net loss to net cash
      Used in operating activities:
       Depreciation and amortization                                        22,591          24,013
       Bad debt expense                                                     61,805
       Deferred gain on sale of building                                         -         (15,275)
       Stock compensation expense                                           12,000          11,199
       Deferred compensation                                                 7,858           6,358
       (Increase) decrease in:
           Receivables                                                      11,899         107,049
           Inventories                                                      90,584         (58,003)
           Prepaid expenses and deposits                                    17,319          (8,549)
       Increase (decrease) in:
           Accounts payable                                               (205,552)        135,591
           Accrued expenses                                               (118,352)        (96,933)
           Deferred revenue                                                (29,385)        (48,763)
                                                                       -------------------------------

              Net cash provided (used) by operating activities            (408,622)         (2,438)
                                                                       -------------------------------

Cash flows from investing activities:
    Purchase of property and equipment                                           -          (6,744)
                                                                       -------------------------------
              Net cash used in investing activities                              -          (6,744)
                                                                       -------------------------------

Cash flows provided by financing activities:
    Proceeds from issuance of common stock                               2,099,908               -
                                                                       -------------------------------
              Net cash provided by financing activities                  2,099,908               -
                                                                       -------------------------------

Increase (decrease) in cash and cash equivalents                          1,691,286         (9,182)
Cash and cash equivalents, beginning of period                              136,003        421,900
                                                                       -------------------------------

Cash and cash equivalents, end of period                              $   1,827,289   $    412,718
                                                                       ===============================
</TABLE>

Supplemental Disclosure of Cash Flow Information


         o    The  Company  paid no cash for taxes and $353 for  interest in the
              period ended February 29, 2004.  During the period ended February
              28, 2003 the Company paid no cash for taxes and interest.

         o    The Company issued 75,000 options to purchase common stock for the
              periods  ended  February 28, 2004 and 2003,  which  resulted in an
              increase   to   Deferred   Compensation   of  $8,250   and  $7,500
              respectively.


                                       3
<PAGE>
                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The  Condensed  Balance  Sheet as of February 29, 2004,  the  Condensed
Statements  of Operations  for the three and six months ended  February 29, 2004
and February 28, 2003,  and the  Condensed  Statements  of Cash Flow for the six
months ended  February 29, 2004, and February 28, 2003 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 29, 2004 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 29, 2004, 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 29, 2004 and
February  28,  2003,  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 29, 2004 and February 28,
2003  the  Company  had  sales  to an  unconsolidated  affiliate  and an  entity
controlled   by  a   significant   stockholder   of  $695,418  and   $1,041,191,
respectively.  These related party transactions represent 62.78 % and 80.32 % of
total sales.

         At February 29, 2004, accrued expenses includes  approximately $126,428
consisting  of deposits on orders placed by an  unconsolidated  affiliate and an
entity controlled by a significant stockholder.

         At  February  29,  2004,  accounts  receivable  includes  approximately
$127,321 due from an  unconsolidated  affiliate  and an entity  controlled  by a
significant stockholder.


                                       4
<PAGE>

Note 4.  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 for the six months ended February 29, 2004 and February 28, 2003:

<TABLE>
<CAPTION>
                                                                Six Months Ended       Three Months Ended
                                                                  February 29              February 28
                                                                 2004        2003        2004        2003
                                                            -------------------------------------------------

<S>                                                         <C>          <C>         <C>         <C>
Net (loss) income - as reported                             $  (279,389) $  (59,925) $ (255,251) $ (107,532)

Deduct total stock based employee
compensation expense determined under fair
value based method for all awards,
net of related taxes                                            (25,000)    (63,113)    (25,000)    (32,113)
                                                            -------------------------------------------------

Net loss - pro forma                                        $  (304,389) $ (123,038) $ (280,251) $ (139,645)
                                                            -------------------------------------------------

Basic and Diluted income (loss) per share - as reported
                                                            $      (.01) $     (.00) $     (.01) $     (.01)
                                                            -------------------------------------------------

Basic and Diluted income (loss ) per share -  pro-forma
                                                            $      (.02) $     (.01) $     (.02) $     (.01)
                                                            -------------------------------------------------
</TABLE>

         The fair value of each option granted for the six months ended February
29,  2004 and  February  28,  2003 is  estimated  on the date of grant using the
Black-Scholes option pricing model with the following assumptions:

                                         ----------------------------------
                                               2004            2003
                                         ----------------------------------

Expected dividend yield                   $             - $              -
Expected stock price volatility                      114%             137%
Risk-free interest rate                              4.2%             4.2%
Expected life of options                          5 years          5 years

         The  weighted  average  fair  value of options  granted  during the six
months  ended  February  29,  2004 and  February  28,  2003  were $.64 and $.60,
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.

                                       5
<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 include  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 includes amounts from service contracts as
well as revenue from 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 29, 2004, we had recorded a reserve
for potential  inventory  impairment  of $140,000.  We  periodically  review our
inventory levels and usage, paying particular  attention to slower-moving items.
If projected  sales for fiscal 2004 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  29, 2004 was  approximately  $82,000,  or
approximately  19.9% 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
$20,765,496.  We have  historically  financed our  operations  through cash from
operations,  licensing of technological  assets and issuance of common stock. As
of February 29, 2004,  our working  capital was $2,290,196 and our cash and cash
equivalents totaled $1,827,289. 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.


                                       6
<PAGE>

         We used $408,622 in cash from  operating  activities  during the period
ended  February 29, 2004 primarily as a result of our net loss of $279,389 and a
decrease in  accounts  payable and  accrued  expenses of  $323,904,  offset by a
decrease in inventory of $90,584, a decrease in prepaids and accounts receivable
of $29,218, and $22,591 in depreciation and amortization.

         On  November  28,  2003,  we  completed  the  sale of an  aggregate  of
1,820,000  shares of our  common  stock to three  institutional  investors.  The
shares of common stock were sold for cash consideration of $1.10 per share, or a
total of $2,002,000,  pursuant to the terms of the Securities Purchase Agreement
entered into by and among the investors and our company as of November 28, 2003.
These shares were issued in a private placement  transaction pursuant to Section
4(2) and Regulation D under the Securities Act of 1933, as amended.  As provided
in  the  Securities  Purchase  Agreement,  we  also  agreed  to  cause  a  shelf
registration  statement covering the resale of these shares to be filed no later
than 60 days after the closing of the private  placement.  We estimate  that our
net proceeds  from the  transaction,  after paying a commission to our placement
agent,  T.R.  Winston & Company,  LLC, and legal other  expenses  related to the
transaction,  will be approximately  $1,836,000. We also have agreed to issue to
our placement  agent a three-year  warrant to purchase up to 91,000 shares at an
exercise  price  per  share of  $1.80 as  provided  in the  Securities  Purchase
Agreement.

         On December 10, 2003 there was an additional  239,600  shares issued to
the above  investment  group at $1.10 per share or a total of $263,560.  We also
agreed to issue to our  placement  agent a three-year  warrant to purchase up to
11,980 shares at an exercise price of $1.80.

         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 2004, there can be no assurance that
we will not require  additional  financing in the future or that any  additional
financing will be available to us on satisfactory terms, or at all.

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.

                                       7
<PAGE>

Results of Operations:
----------------------

Six Months ended February 29, 2004

         Sales  decreased  from  $1,296,145 in the six months ended February 28,
2003 to  $1,107,676  in the six months  ended  February  29, 2004, a decrease of
$188,469  or  14.54%,   primarily  due  to  decreased  sales  to  the  Company's
unconsolidated  subsidiary,  TherMatrx.  We derived $88,620,  or 8% of our total
sales in the period ended February 29, 2004 as compared to $553,943 or 42.73% of
total  sales  in the  period  ending  February  28,  2003,  from  manufacturing,
assembling and testing thermotherapy  systems,  selling probes,  applicators and
temperature sensors and other components and contract services to TherMatrx. The
remaining related party revenue of approximately  $606,798,  or 54.78 % of total
sales was for a BSD-2000  system  and  component  parts sold to  Medizin-Technik
GmbH. Dr. Gerhard Sennewald,  one of our directors, is a stockholder,  executive
officer  and a  director  of  Medizin-Technik  GmbH.  The  remaining  revenue of
$412,258 was for  non-related  party sales,  which  included  sales of 2 BSD-500
systems  for  $341,300,   $43,230  for  service   contracts,   and  $27,728  for
miscellaneous items.

         Gross profit for the six months ended February 29, 2004 was $508,812 or
45.93% as compared  to  $776,474  or 59.9% of total sales for the period  ending
February 28, 2003. The decrease in gross profit as a percentage of total product
sales was  primarily  due to an  adjustment to inventory to reflect the lower of
cost or market which  resulted in an increase in cost of sales of  approximately
$48,000 and because the Company had excess capacity of production  employees due
to the decrease in sales.  In addition,  the Company had sales of higher  margin
hyperthermia system products - accompanied by production  efficiencies  obtained
from a higher volume of hyperthermia  system sales in the period ending February
28, 2003.

         Selling,  General and Administrative expenses were $461,161 for the six
months ended  February 29, 2004, as compared to $498,119 in the six months ended
February 28, 2003, a decrease of $36,958 or 7.41%, primarily due to decreases in
legal and consulting  expense  increase of approximately  $88,000,  offset by an
increase in warranty costs of  approximately  $17,200 that was associated with a
European  sale,  charges to bad debt  expense of $14,577 and small  increases in
employee benefits and insurance.  In the six months ended February 28, 2003, the
Company paid  significant  legal fees  associated  with the filing of its fiscal
2003 Form 10KSB and compliance  with the Sarbanes Oxley Act. Such costs were not
repeated in the six months ended  February  29,  2004.  Total costs and expenses
increased by $31,058, an increase of 2.28%, primarily due an increase in cost of
goods sold as a result of the  aforementioned  adjustment to inventory offset by
decreases in selling, general and administrative and research and development.

         Research  and  Development  expenses  were  $329,290 for the six months
ended  February  28,  2004,  as compared  to  $340,465  in the six months  ended
February  28,  2003.  Research  and  Development  expenses in the period  ending
February 28, 2004 related  primarily to development  work on our  BSD-2000o3D/MR
hyperthermia system and enhancements to our BSD-500 systems.

         Net Loss for the period ending February 28, 2004 was $279,389  compared
to $59,925  for the  February  28,  2003  period.  The  increase in net loss was
primarily due to decreased sales volume and higher cost of goods sold.


                                       8
<PAGE>

Three Months ended February 29, 2004

         Sales decreased to$426,542 in the three months ended February 28, 2004,
as compared to $495,861 in the three months ended  February 28, 2003, a decrease
of  $69,319  or 13.98%,  primarily  due to  decreased  sales to  Thermatrx,  the
Company's  unconsolidated  subsidiary.  During  the  three-month  period  ending
February 29, 2004, we derived $68,028 or 15.94% of total sales from Thermatrx as
compared to $204,113,  or 41.16% of our sales in the period  ended  February 28,
2003.  The sales to  Thermatrx  include  manufacturing,  assembling  and testing
thermotherapy  systems,  probes,  applicators,  temperature  sensors  and  other
components.  The remaining related party revenue of approximately  $140,180,  or
32.86% of total sales was for component parts sold to Medizin-Technik  GmbH. Dr.
Gerhard Sennewald, one of our directors, is a stockholder, executive officer and
a director  of  Medizin-Technik  GmbH.  The  remaining  revenue  was $16,508 for
service  contracts,  $198,000  for the sale of 1 BSD -500  system and $3,842 for
miscellaneous items.

         Gross  profit for the period  ending  February 29, 2004 was $157,808 or
36.99% as compared to $325,347 or 65.61% of total  product  sales for the period
ending  February 28, 2003. The decrease in gross profit as a percentage of total
product  sales was  primarily  due to an  adjustment to inventory to reflect the
lower  of cost or  market  which  resulted  to an  increase  in cost of sales of
approximately  $48,000 and because the Company had excess  capcity of production
employees  due to the decrease in sales.  In addition,  the Company had 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 $248,581 in the three
months  ended  February  29,  2004,  as compared to $249,128 in the three months
ended February 28, 2003 an decrease of $547 or .22%,  primarily due to decreases
in legal and  consulting  expense  offset by  increases  in bad debt  expense of
$14,570,  warranty costs of $17,221 and small increases in employee benefits and
insurance. Total costs and expenses increased by $79,600, an increase of 13.17%,
primarily  due to an  increase  in cost of goods  sold  partially  offset by the
aforementioned increase in selling,  general and administrative and research and
development partially offset by a slight decrease in research and development.

         Research and  Development  expenses  were $166,733 for the three months
ended  February  29,  2004,  as compared to $184,806 in the three  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.

         The Net Loss  for the  three  months  ending  February  29,  2004,  was
$255,251 as compared  with a Net Loss of $107,532  for the three  months  ending
February 28, 2003.

         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.


                                       9
<PAGE>

         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

         a) Evaluation of disclosure controls and procedures.

         Under the  supervision  and with the  participation  of our Management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of the effectiveness of the design and operations of our
disclosure controls and procedures,  as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  Exchange Act of 1934,  as of February 29, 2004.  Based on
this  evaluation,  our  chief  executive  officer  and chief  financial  officer
concluded that our disclosure  controls and procedures  were effective to ensure
that the  information  required to be included in our  Securities  and  Exchange
Commission  ("SEC")  reports is properly  recorded,  processed,  summarized  and
reported  within the time periods  specified in SEC rules and forms  relating to
BSD Medical, Inc.

         (b) Changes in internal controls over financial reporting.

         In addition, there were no significant changes in our internal controls
that could  significantly  affect these  controls  subsequent to the date of the
evaluation  referenced  in  paragraph  (a)  above.  We have not  identified  any
significant  deficiency  or material  weaknesses in our internal  controls,  and
therefore there were no corrective actions taken..

PART 2. OTHER INFORMATION

ITEM 1. LEGAL PROCEDINGS.


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<PAGE>

Item 6. Exhibits and reports on Form 8-K

(a)   Exhibits

         The following exhibit is filed as part of this report:

<TABLE>
<CAPTION>
                   SEC
   Exhibit      Reference
   Number         Number                            Title of Document                               Location
-------------------------------------------------------------------------------------------------------------------

    <S>             <C>      <C>                                                              <C>
    31.01           31       Certification of Chief Executive Officer Pursuant to Rule        This filing
                             13a-14

    31.02           31       Certification of Chief Financial Officer Pursuant to Rule        This filing
                             13a-14

    32.01           32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted     This filing
                             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                             (Chief Executive Officer)

    32.02           32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted     This filing
                             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                             (Chief Financial Officer)
</TABLE>

b) Reports on Form 8-K

         The Company  filed an 8-K on December 10, 2003 to report the  completed
sale of 239,600 of its commons stock to three  institutional  investors pursuant
to the  Securities  Purchase  Agreement  dated November 28, 2003 which was filed
with BSD's annual report filed on December 1, 2003.



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 14, 2004                 /s/ Hyrum A. Mead
     -----------------                -----------------
                                      President



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