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, 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 April 13, 1999
 Common stock, $.01 Par Value           16,356,640



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 Sheet
                                 (Unaudited)

                        Assets                             Feb. 28,
                                                             1999
Current assets:                                           ----------
  Cash and cash equivalents                              $ 5,004,156
  Receivables                                                287,665
  Inventories                                                750,398
  Prepaid expenses                                            10,250
  Deposits                                                    10,338
                                                          ----------    
    Total current assets                                   6,062,807
  
Property and equipment, net                                  107,017
Other asset, net                                               2,041
Long-term trade receivables                                   47,486
                                                          ----------
                                                         $ 6,219,351
                                                          ==========

         Liabilities and Stockholders' Equity

Current liabilities:                                      
  Accounts payable                                       $    87,617
  Accrued expenses                                           141,506
  Current portion of long-term debt                           22,068
  Current portion of deferred revenue                         46,827
  Current portion of deferred gain on sale - leaseback        61,416
                                                          ---------- 
    Total current liabilities                                359,434
                                                          ----------
                                                           
Long-term debt                                                 5,422
Deferred revenue                                              97,339
Deferred gain on sale - leaseback                            168,815
                                                          ---------- 
    Total liabilities                                        631,010
                                                          ----------       
Minority interest                                          2,847,360
                                                          ----------
Stockholders' equity:                                     
  Common stock, $.01 par value; authorized 20,000,000        
    shares; issued 16,370,052 shares                         163,701
  Additional paid-in capital                              20,531,967
  Accumulated deficit                                    (17,646,887)
  Deferred compensation                                     (307,566)
    Less 13,412 shares of treasury stock, at cost               (234)
                                                          ---------- 
    Total stockholders' equity                             2,740,981
                                                          ----------
                                                         $ 6,219,351
                                                          ==========
See accompanying notes to financial statements.           
<PAGE>

                           BSD MEDICAL CORPORATION
                                      
               Condensed Consolidated Statements of Operations
                                 (Unaudited)
                  Quarters ended February 28, 1999 and 1998


                                       Three Months          Six Months
                                          Ended:                Ended:
                                    -------------------  -------------------
                                     Feb. 28,  Feb. 28,   Feb. 28,  Feb. 28,
                                       1999      1998       1999      1998
                                    --------- ---------  --------- ---------
Product sales                      $   97,070   185,326 $  176,420   760,856
Grant and license revenue              23,780    65,310     23,780   133,173
                                    --------- ---------  --------- ---------
    Total revenues                    120,850   250,636    200,200   894,029
                                    --------- ---------  --------- ---------

Costs and expenses:                                                  
  Cost of product sales               103,327   108,558    171,887   309,822
  Research and development            270,632    77,685    697,282   144,223
  Selling, general, and               293,468   345,606    690,571   595,044
   administrative                   --------- ---------  --------- ---------
                                                                      
    Total costs and expenses          667,427   531,849  1,559,740 1,049,089
                                    --------- ---------  --------- ---------
    Operating income (loss)          (546,577) (281,213)(1,359,540) (155,060)
                                                                     
Other income (expense):                                              
  Interest income                      55,344     3,229    125,562     3,987
  Gain on settlement of accounts            -     7,103          -     7,103
   payable
  Interest expense                       (850    (1,505)    (2,028)   (6,243)
  Other, net                          (13,404)   34,394      9,642    34,444
                                    --------- ---------  --------- ---------
                                                                        
    Total other income (expense)       41,090    43,221    133,176    39,291
                                    --------- ---------  --------- --------- 
    Net income (loss) before         (505,487) (237,992)(1,226,364) (115,769)
     minority interest and  
     income taxes
Benefit for income taxes - current          -         -    171,000         -
                                    --------- ---------  --------- ---------
    Income (loss) before minority    (505,487) (237,992)(1,055,364)        -
     interest                
Minority interest in net income                              
 (loss) of subsidiary                 141,675         -    302,587         -
                                    --------- ---------  --------- --------- 
    Net income (loss)                (363,812) (237,992)  (752,777) (115,769)
                                    ========= =========  ========= =========

Net income (loss) per common and                                             
 common equivalent share           $    (0.02)    (0.01) $   (0.05)    (0.01)
                                    ========= =========  ========= =========
                                                                        
Weighted average number of shares 16,370,000 16,177,000 16,370,000 16,177,000
 outstanding                      ========== ========== ========== ==========


See accompanying notes to financial statements.
<PAGE>

                           BSD MEDICAL CORPORATION
                                      
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
                 Six Months ended February 28, 1999 and 1998
                                      
Increase (Decrease) in Cash and Cash Equivalents        Feb. 28,    Feb. 28,
                                                          1999        1998
                                                      ----------   ----------
Cash flows from operations activities:                            
  Net income (loss)                                  $  (752,777)    (115,769)
  Adjustments to reconcile net income (loss)               
   to net cash (used in) provided by operating 
   activities:
    Depreciation and amortization                         15,856        9,902
    Gain on settlement of accounts payables                    -       (7,103)
    Deferred compensation                                  3,800        3,800
    Write-off of equipment                                30,612            -
    Deferred gain on sale of building                          -     (291,647)
    Recognized gain on sale of building                  (30,708)     (33,837)
    (Increase) decrease in:                                             
      Receivables                                         32,583      203,630
      Inventories                                        (93,139)    (118,079)
      Prepaid expenses and other assets                   70,897        9,131
    Increase (decrease) in:                                             
      Accounts payable                                     1,069      (15,765)
      Accrued expenses                                  (255,113)     285,954
      Deferred revenue                                   (50,164)     277,110
      Minority interest                                 (302,586)           -
                                                      ----------   ---------- 
        Net cash provided by (used in) operations 
         activities                                   (1,329,670)     207,327
                                                                    
Cash flows from investing activities:                              
  Purchase of property and equipment                     (27,969)      (2,067)
  Proceeds from sale of fixed asset                            -      446,545
                                                      ----------   ---------- 
        Net cash provided by (used in) investing 
         activities                                      (27,969)     444,478
                                                      ----------   ---------- 
Cash flows from financing activities:                              
  Net proceeds from (payments on) short-term notes       (14,222)    (164,227)
   payable                                                          
  Principal payments on capital lease obligation               -      (12,659)
  Principal payments on long-term debt obligation        (15,098)     (13,803)
                                                      ----------   ---------- 
        Net cash used in financing activities            (29,320)    (190,689)
                                                      ----------   ---------- 
                                                                   
Increase (decrease) in cash and cash equivalents     $(1,386,959)     461,116
Cash and cash equivalents, beginning of period         6,391,115       43,681
                                                      ----------   ----------
Cash and cash equivalents, end of period             $ 5,004,156      504,797
                                                                   

Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash paid during the period for interest             $     2,028        6,243
                                      
<PAGE>

                     BSD MEDICAL CORPORATION
      Notes to Condensed Consolidated Financial Statements

Note 1.  Basis of Presentation

    The   Condensed   Consolidated  Balance   Sheet   as   of   February   28,
1999,   and   the   Condensed  Consolidated  Statements  of   Operations   and
the    Condensed   Consolidated   Statements   of   Cash    Flow    for    the
quarters   ended   February   28,   1999,  and   February   28,   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   February   28,   1999,
have   been   made.   BSD  currently  has  fifty-four  percent   interest   in
a   subsidiary,   TherMatrx,   thus,  the   financial   statements   for   the
two   companies   have   been   consolidated.    All   material   intercompany
balances and transactions have been eliminated.

    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,   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
February   28,   1999,   and   February   28,   1998,   are   based   on   the
weighted    average    number    of    shares    outstanding    during     the
respective    periods.     Common   stock   equivalents    have    not    been
included   in   the   February  28,  1999,  quarter,   as   they   are   anti-
dilutive.


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

Liquidity and Capital Resources

   Consolidated Total Assets decreased to $6,219,351 at  February
28, 1999, a decrease of $1,415,799, as compared to $7,635,150  at
August  31, 1998.  Non-consolidated Total Assets for the  quarter
ended  February 28, 1999, decreased to $3,383,864, a decrease  of
$515,012,  or  13.21%, as compared to $3,898,876  at  August  31,
1998,  primarily  due to a decrease in cash.   Consolidated  Cash
decreased to $5,004,156, as compared to $6,391,115 at August  31,
1998.   Non-consolidated Cash decreased to $2,085,422, a decrease
of  $712,610, or 25.47%, as compared to $2,798,032 at August  31,
1998, primarily due to use of cash for working capital.

   Consolidated Receivables decreased to $287,665, a decrease  of
$32,583,  or  10.17%, as compared to August 31, 1998,  which  was
caused  by  normal  periodic  fluctuations.   Consolidated  Total
inventories  increased to $750,398, an increase  of  $93,139,  or
14.17%,  as compared to August 31, 1998, due to periodic business
fluctuations.

  Consolidated Total Current liabilities decreased to $359,434, a
decrease  of  $331,244,  or 47.96%.  The decrease  was  primarily
caused by reductions in notes payable and accrued expenses.

   The  Company  has  long  term receivables  for  field  service
contracts, as of February 28, 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  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  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.   For
these  and  other  reasons,  the  results  of  operations  for  a
particular fiscal period may not be indicative of results for any
other period.

Results of Operations:

Six Months ended February 28, 1999

   Consolidated Net Sales for the six months ended  February  28,
1999,  decreased by $584,374, or 76.81% as compared  to  the  six
months  ended  February  28, 1998.  The  decrease  was  primarily
caused  by  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.

   Consolidated Gross profit on product sales was $4,595  in  the
quarter  ended  February  28, 1999, a decrease  of  $446,439,  or
98.98%, as compared to $451,034 in the quarter ended February 28,
1998, as a result of the decrease in sales (see above).

   Consolidated  Selling,  General  and  Administrative  Expenses
totaled  $690,571, an increase of $95,527, or 16.05%, as compared
with  the corresponding six months in the previous year,  due  to
periodic  fluctuations.  Non-consolidated  Selling,  General  and
Administrative Expenses totaled $281,114, a decrease of $313,930,
or  52.76%, as compared with the corresponding six months in  the
previous  year.  The decrease was primarily caused by a reduction
in  legal  costs due to settlement of the lawsuit  with  Urologix
(see Note 15 to Financial Statements, August 31, 1998 10-KSB).

    Consolidated   Research  and  Development  Expenses   totaled
$697,282,  an increase of $553,059, or 383.47%.  Non-consolidated
Research  and Development Expenses totaled $228,596, an  increase
of  $84,373,  or  58.50%.   The increase  was  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,  as  well  as  development of a new,  low-cost,  PC-based
system  for  the  treatment  of site specific  tumors,  including
prostate carcinoma, head and neck tumors, and cervical carcinoma.

   Consolidated  Total  Costs and Expenses  were  $1,559,740,  an
increase  of $510,651, or 48.68%, as compared with $1,049,089  in
the  corresponding six months in the previous fiscal year.   Non-
consolidated Total Costs and Expenses were $413,437,  a  decrease
of  $635,652, or 60.59%.  This decrease was primarily  caused  by
the  aforementioned decrease in legal costs and above  referenced
decrease in sales and thus cost of product sales.

   Consolidated Interest Expense in the six months ended February
28,  1999,  was $2,028, as compared with the $6,243  of  Interest
Expense  in the six months ended February 28, 1998.  The decrease
was  caused by lower interest costs associated with notes payable
as  they reach maturity.  Consolidated Interest Income in the six
months ended February 28, 1999, was $125,562.

   Consolidated  Net Loss for the six months ended  February  28,
1999,  was $752,777, compared with a Net Loss for the six  months
ended  February 28, 1998 of $115,769.  Non-consolidated Net  Loss
for  the  six months ended February 28, 1999, was $619,378.   The
difference  from 1998 to 1999 was primarily due to a decrease  in
sales and an increase in research and development costs.

Three Months ended February 28, 1999

   Consolidated Net Sales for the three months ended February 28,
1999,  decreased by $88,256, or 47.62% as compared to  the  three
months  ended  February  28, 1998.  The  decrease  was  primarily
caused  by  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.

  Consolidated Gross profit on product sales went from $76,770 in
the  quarter ended February 28, 1998, to a loss of $6,257 in  the
quarter  ended February 28, 1999 as a result of the  decrease  in
sales (see above).

   Consolidated  Selling,  General  and  Administrative  Expenses
totaled  $293,468, a decrease of $52,138, or 15.09%, as  compared
with  the corresponding three months in the previous year.   Non-
consolidated Selling, General and Administrative Expenses totaled
$174,353, a decrease of $171,253, or 49.55%, as compared with the
corresponding  three months in the previous year.   The  decrease
was  primarily  caused  by a reduction  in  legal  costs  due  to
settlement of the lawsuit with Urologix (see Note 15 to Financial
Statements, August 31, 1998 10-KSB).

    Consolidated   Research  and  Development  Expenses   totaled
$270,632,  an increase of $192,947, or 248.37%.  Non-consolidated
Research  and Development Expenses totaled $117,603, an  increase
of  $39,918,  or  51.38%.   The increase  was  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,  as  well  as  development of a new,  low-cost,  PC-based
system  for  the  treatment  of site specific  tumors,  including
prostate carcinoma, head and neck tumors, and cervical carcinoma.

   Consolidated  Total  Costs  and  Expenses  were  $667,427,  an
increase of $135,578, or 25.49%, as compared with $531,849 in the
corresponding  three months in the previous  fiscal  year.   Non-
consolidated Total Costs and Expenses were $413,437,  a  decrease
of  $118,412, or 22.26%.  This decrease was primarily  caused  by
the  aforementioned decrease in legal costs and above  referenced
decrease in sales and thus cost of product sales.

   Consolidated  Interest  Expense  in  the  three  months  ended
February  28,  1999,  was $850, as compared with  the  $1,505  of
Interest  Expense  in the three months ended February  28,  1998.
The  decrease was caused by lower interest costs associated  with
notes  payable  as  they  reach maturity.  Consolidated  Interest
Income in the three months ended February 28, 1999, was $55,344.

  Consolidated Net Loss for the quarter ending February 28, 1999,
was  $363,812,  compared with a Net Loss for the  quarter  ending
February 28, 1998 of $237,992.  Non-consolidated Net Loss for the
quarter  ended February 28, 1999, was $252,998 as compared  to  a
Net  Loss  of $237,992 for the quarter ended February  28,  1998.
The  difference from 1998 to 1999 was primarily due to a decrease
in sales and an increase in research and development costs.


   YEAR  2000 COMPLIANCE.  All of BSD Medical's systems are fully
Year 2000 (Y2K) compliant, with the exception of some BSD-500 and
BSD-2000  systems  that  use either a  68000  or  68020  computer
system.  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.   The  new  software  is  available  for  customer
purchase.   In the event that a customer elects not  to  purchase
the  updated  software, their system can  still  be  operated  by
manually  entering  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 exhibits are 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:  April 13, 1999         by: /s/  Paul F. Turner
                              Paul F. Turner
                              Chairman of the Board, Acting President,
                              and  Senior  Vice  President  of Research