<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>for033105.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-Q


   X      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
  ---     Exchange Act of 1934 for the quarterly period ended March 31, 2005.

                                       or

          Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the transition from _____________ to
          _______________.


                         Commission File Number: 0-16375
                         -------------------------------


                               THERMOGENESIS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                         94-3018487
   (State of Incorporation)                 (I.R.S. Employer Identification No.)

                                 2711 Citrus Rd.
                            Rancho Cordova, CA 95742
                                 (916) 858-5100
   (Address of principal executive offices, including zip code, and telephone
                          number, including area code)

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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The  number  of shares of the  registrant's  common  stock,  $0.001  par  value,
outstanding on April 27, 2005 was 45,848,903.



<PAGE>



                               THERMOGENESIS CORP.


                                      INDEX

                                                                     Page Number
                                                                     -----------
Part I   Financial Information

Item 1.  Financial Statements (Unaudited)

         Balance Sheets at March 31, 2005 and June 30, 2004 ...................3

         Statements of Operations for the Three and Nine
           Months ended March 31, 2005 and 2004 ...............................5

         Statements of Cash Flows for the Nine Months
           Ended March 31, 2005 and 2004 ......................................6

         Notes to Financial Statements ........................................7

Item 2. Management's Discussion and Analysis of
           Financial Condition & Results of Operations........................11

Item 3. Quantitative and Qualitative Disclosures about Market Risk............18

Item 4. Controls and Procedures...............................................18

Part II Other Information

Item 1. Legal.................................................................19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...........19
Item 3. Default Upon Senior Securities........................................19
Item 4. Submission of Matters to a Vote of Security Holders...................19
Item 5. Other Information.....................................................19
Item 6. Exhibits..............................................................19

Signatures....................................................................20

                                     Page 2


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
----------------------------------------

                               THERMOGENESIS CORP.
                                 Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        <C>                       <C>


                                                                     March 31,                 June 30,
                                                                        2005                     2004
                                                                ---------------------    ---------------------
ASSETS

Current Assets:

  Cash and cash equivalents                                              $10,862,000              $16,612,000

  Accounts receivable, net of allowance for
    doubtful accounts of $34,000
    ($61,000 at June 30, 2004)                                             2,400,000                3,107,000

  Inventories                                                              3,724,000                2,470,000

  Other current assets                                                       668,000                  582,000
                                                                ---------------------    ---------------------

     Total current assets                                                 17,654,000               22,771,000

Equipment, at cost less accumulated depreciation
   of $2,627,000 ($2,383,000 at June 30, 2004)                             1,145,000                1,146,000

Other assets                                                                  48,000                  197,000
                                                                ---------------------    ---------------------

                                                                         $18,847,000              $24,114,000
                                                                =====================    =====================
</TABLE>


                 See accompanying notes to financial statements.


                                     Page 3


<PAGE>

<TABLE>
<CAPTION>

                               THERMOGENESIS CORP.
                             Balance Sheets (Cont'd)
                                   (Unaudited)
                                                                          <C>                    <C>

LIABILITIES AND STOCKHOLDERS' EQUITY                                   March 31,               June 30,
                                                                         2005                    2004
                                                                  --------------------    -------------------

Current liabilities:

     Accounts payable                                                    $1,391,000             $1,709,000

     Accrued payroll and related expenses                                   217,000                287,000

     Accrued liabilities                                                    622,000                835,000

     Deferred revenue                                                       180,000                142,000
                                                                  --------------------    -------------------

        Total current liabilities                                         2,410,000              2,973,000

Long-term portion of capital lease obligations and note
   payable                                                                   15,000                 21,000

Deferred revenue                                                             64,000                152,000

Commitments and contingencies

Stockholders' equity:

  Preferred stock, $0.001 par value; 2,000,000 shares authorized; Series A
    convertible preferred stock, 1,077,540 shares issued, none outstanding
    (126,000 outstanding at June 30,
    2004)                                                                        --                     --

  Common stock, $0.001 par value; 50,000,000
    shares authorized; 45,843,549 issued and
    outstanding (44,711,871 at June 30, 2004)                                46,000                 45,000

  Paid in capital in excess of par                                       81,709,000             80,413,000

  Deferred stock compensation                                               (70,000)                    --

  Accumulated deficit                                                   (65,327,000)           (59,490,000)
                                                                  --------------------    -------------------

        Total stockholders' equity                                       16,358,000             20,968,000
                                                                  --------------------    -------------------

                                                                        $18,847,000            $24,114,000
                                                                  ====================    ===================
</TABLE>

                 See accompanying notes to financial statements.

                                     Page 4


<PAGE>


                               THERMOGENESIS CORP.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          <C>                 <C>                   <C>                   <C>

                                                             Three Months Ended                        Nine Months Ended
                                                                 March 31,                                 March 31,
                                                         2005                 2004                 2005                 2004
                                                    ----------------    -----------------    -----------------    ------------------

Net revenues                                            $1,727,000           $3,367,000           $7,078,000            $8,010,000

Cost of revenues                                         1,273,000            2,200,000            4,894,000             5,452,000
                                                    ----------------    -----------------    -----------------    ------------------

    Gross profit                                           454,000            1,167,000            2,184,000             2,558,000
                                                    ----------------    -----------------    -----------------    ------------------

Expenses:

    Selling, general and administrative                  1,346,000            1,341,000            4,232,000             3,762,000

    Research and development                             1,277,000            1,057,000            3,941,000             2,504,000
                                                    ----------------    -----------------    -----------------    ------------------

       Total operating expenses                          2,623,000            2,398,000            8,173,000             6,266,000

Interest and other income, net                              52,000               13,000              152,000                28,000
                                                    ----------------    -----------------    -----------------    ------------------

Net loss                                               ($2,117,000)         ($1,218,000)         ($5,837,000)          ($3,680,000)
                                                    ================    =================    =================    ==================

Per share data:

Basic and diluted net loss per common
   share                                                    ($0.05)              ($0.03)              ($0.13)               ($0.09)
                                                    ================    =================    =================    ==================

Shares used in computing per share data                 45,824,946           42,742,891           45,282,947            40,822,944
                                                    ================    =================    =================    ==================
</TABLE>


                 See accompanying notes to financial statements.

                                     Page 5

<PAGE>


                               THERMOGENESIS CORP.
                            Statements of Cash Flows
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 <C>                <C>

                                                                              2005                2004
                                                                         ----------------    ----------------
Cash flows from operating activities:
    Net loss                                                                ($5,837,000)        ($3,680,000)

    Adjustments to reconcile net loss to net cash used in operating activities:

       Depreciation and amortization                                            265,000             209,000
       Stock compensation expense                                               129,000              30,000
       Loss on retirement of equipment                                            3,000              10,000
       Net change in operating assets and liabilities:
          Accounts receivable                                                   707,000            (149,000)
          Inventories                                                        (1,399,000)           (260,000)
          Other current assets                                                   64,000             123,000
          Other assets                                                           (1,000)              1,000
          Accounts payable                                                     (318,000)            379,000
          Accrued payroll and related expenses                                  (70,000)                 --
          Deferred revenue                                                      (50,000)            (53,000)
          Accrued liabilities                                                  (201,000)            429,000
                                                                         ----------------    ----------------

       Net cash used in operating activities                                 (6,708,000)         (2,961,000)
                                                                         ----------------    ----------------

Cash flows from investing activities:
    Capital expenditures                                                       (143,000)            (621,000)
    Proceeds from sale of equipment                                              21,000                   --
                                                                         ----------------    ----------------

       Net cash used in investing activities                                   (122,000)            (621,000)
                                                                         ----------------    ----------------

Cash flows from financing activities:
    Payments on capital lease obligations and note payable                      (18,000)             (13,000)
    Exercise of stock options and warrants                                    1,098,000            5,073,000
    Issuance of common stock                                                         --            9,777,000
                                                                         ----------------    ----------------

       Net cash provided by financing activities                              1,080,000           14,837,000
                                                                         ----------------    ----------------
Net (decrease) increase in cash and cash equivalents                         (5,750,000)          11,255,000

Cash and cash equivalents at beginning of period                             16,612,000            6,815,000
                                                                         ----------------    ----------------
Cash and cash equivalents at end of period                                  $10,862,000          $18,070,000
                                                                         ================    ================

Supplemental non-cash flow information:
    Transfer of inventory to equipment                                         $145,000                   --
                                                                         ================    ================
    Surrender of stock to exercise options                                           --             $656,000
                                                                         ================    ================
</TABLE>

                 See accompanying notes to financial statements

                                     Page 6


<PAGE>



                               THERMOGENESIS CORP.
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

Interim Reporting
-----------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally accepted in the United States for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  All sales, domestic and foreign, are made in U.S. dollars
and  therefore  currency  fluctuations  are  believed  to have no  impact on the
Company's  net  revenues.   In  the  opinion  of  management,   all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included.  Operating  results for the nine month period
ended March 31, 2005 are not  necessarily  indicative of the results that may be
expected for the year ending June 30, 2005.

The balance sheet at June 30, 2004, has been derived from the audited  financial
statements at that date but does not include all the  information  and footnotes
required by U.S. generally accepted accounting principles for complete financial
statements.

Summary of Significant Accounting Policies
------------------------------------------

The Company  recognizes  revenue  including  multiple element  arrangements,  in
accordance  with  the  provisions  of  SAB  No.  104  and  EITF  00-21.  Revenue
arrangements   with  multiple  elements  are  divided  into  separate  units  of
accounting if certain criteria are met, including whether the delivered item has
value to the customer on a stand-alone  basis and whether there is objective and
reliable  evidence  of the  fair  value of the  undelivered  items.  Revenue  is
recognized as specific elements indicated in sales contracts are executed. If an
element  is  essential  to  the  functionality  of an  arrangement,  the  entire
arrangement's revenue is deferred until that essential element is delivered. The
fair  value  of  each   undelivered   element  that  is  not  essential  to  the
functionality  of the system is deferred until  performance or delivery  occurs.
The fair value of an undelivered  element is based on vendor specific  objective
evidence or third party evidence of fair value as appropriate. If an undelivered
element  exists,  the Company will  determine the fair value of the  undelivered
element and  subtract the fair value of the  undelivered  element from the total
consideration  under the  arrangement.  The  residual  amount  is the  Company's
estimate  of the fair value of the  delivered  element.  Costs  associated  with
inconsequential  or perfunctory  elements in multiple  element  arrangements are
accrued at the time of revenue  recognition.  The Company  accounts for training
and installation as a separate element of a multiple  element  arrangement.  The
Company  therefore  recognizes  the fair  value  of  training  and  installation
services  upon their  completion  when the Company is  obligated to perform such
services.  For  licensing  agreements  pursuant  to which the  Company  receives
up-front  licensing fees for products or  technologies  that will be provided by
the Company over the term of the  arrangements,  the Company defers the up-front
fees and recognizes the fees as revenue on a straight-line  method over the term
of the respective contracts.

                                     Page 7


<PAGE>


                               THERMOGENESIS CORP.
                     Notes to Financial Statements (Cont'd)
                                 March 31, 2005
                                   (Unaudited)

Summary of Significant Accounting Policies (Cont'd)
---------------------------------------------------

Revenues from the sale of the Company's products are recognized upon transfer of
title. The Company generally ships products F.O.B. shipping point at its office.
There  is no  conditional  evaluation  on any  product  sold and  recognized  as
revenue.  All foreign  sales are  denominated  in U.S.  dollars.  The  Company's
foreign sales are generally  through  distributors.  There is no right of return
provided  for  distributors.  For sales of products  made to  distributors,  the
Company  considers  a number  of  factors  in  determining  whether  revenue  is
recognized  upon transfer of title to the  distributor,  or when the distributor
places the product with an end-user.  These factors include, but are not limited
to,  whether the payment terms offered to the  distributor  are considered to be
non-standard,   the  distributor  history  of  adhering  to  the  terms  of  its
contractual  arrangements with the Company, the level of inventories  maintained
by the  distributor,  whether the Company has a pattern of granting  concessions
for the benefit of the  distributor,  or whether there are other conditions that
may indicate that the sale to the  distributor is not  substantive.  The Company
currently  recognizes  revenue  on the  sell-in  method  with its  distributors.
Shipping and handling fees billed to customers are included in product and other
revenues,  while the  related  costs are  included  in cost of product and other
revenues.  Service  revenue  which is included in net revenues,  generated  from
contracts for providing  maintenance  of equipment is amortized over the life of
the agreement.  All other service  revenue is recognized at the time the service
is completed.  Amounts  billed in excess of revenue  recognized  are recorded as
deferred revenue on the balance sheet.

Inventories
-----------

Inventories consisted of the following at:
<TABLE>
<CAPTION>
                                                                  <C>                    <C>
                                                            March 31, 2005          June 30, 2004
                                                            --------------          -------------
                  Raw materials                                $1,455,000             $1,448,000
                  Work in process                               1,829,000                769,000
                  Finished goods                                1,025,000                755,000
                  Reserve                                        (585,000)              (502,000)
                                                   ------------------------     ------------------
                                                               $3,724,000             $2,470,000
                                                   ========================     ==================
</TABLE>
Included  in the  Company's  inventories  reserve at March 31, 2005 and June 30,
2004 was $369,000 and $320,000,  respectively,  related to CryoSeal(R) FS System
inventory  products  which is based on  inventory  levels in  excess of  current
demand  for  the  product.   The  remainder  of  the  reserve   relates  to  the
BioArchive(R) System and ThermoLine(TM)  inventory which have been identified as
slow-moving or potentially obsolete.

Warranty
--------

The Company  offers a one-year  warranty for parts only on all of its  products.
The Company  estimates  the costs that may be incurred  under its basic  limited
warranty and records a liability in the amount of such costs at the time product
revenue is  recognized.  Factors that affect the  Company's  warranty  liability
include the number of  installed  units,  historical  and  anticipated  rates of
warranty  claims,  and cost per claim.  The Company  periodically  assesses  the
adequacy  of its  recorded  warranty  liabilities  and  adjusts  the  amounts as
necessary.

                                     Page 8

<PAGE>


                               THERMOGENESIS CORP.
                     Notes to Financial Statements (Cont'd)
                                 March 31, 2005
                                   (Unaudited)

Warranty (Cont'd)
-----------------

Changes in the Company's product liability during the period are as follows:
<TABLE>
<CAPTION>
                                <C>                                                    <C>
                   July 1, 2004 balance                                             $281,000
                   Warranties issued during the period                               127,000
                   Settlements made during the period                                (96,000)
                   Changes in liability for pre-existing warranties
                     during the period, including expirations                        (55,000)
                                                                                -------------
                   Balance at March 31, 2005                                        $257,000
                                                                                =============
</TABLE>

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

The Company has adopted the disclosure provision for stock-based compensation of
SFAS No.  123,  "Accounting  for  Stock-Based  Compensation"  and SFAS No.  148,
"Accounting for Stock-Based  Compensation - Transition and Disclosure" which was
released in December  2002 as an  amendment  of SFAS No. 123,  but  continues to
account  for such items  using the  intrinsic  value  method as  outlined  under
accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees".

The Company uses the  Black-Scholes  option  pricing model to determine the fair
value  of the  equity  instruments  issued  (which  were  determined  to be more
reliably  measurable  than the fair value of  consideration  received) using the
stock price and other  measurement  assumptions  as of the date a commitment for
performance by the counterparty to earn the equity  instrument was reached.  The
fair value of the equity  instruments issued is recognized in the same period as
if the Company had paid cash for the services.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is  amortized  over the  options'  vesting  periods.  The  Company's  pro  forma
information is as follows:

<TABLE>
<CAPTION>
                                                  <C>               <C>                <C>                <C>
                                                    Three Months Ended                    Nine Months Ended
                                                        March 31,                             March 31,
                                                  2005              2004               2005               2004
                                             ---------------    --------------     --------------    ---------------
Net loss, as reported                          ($2,117,000)      ($1,218,000)       ($5,837,000)       ($3,680,000)
Add:  stock-based employee
   compensation expense included in
   reported net loss, net of related tax
   effects                                          13,000                --             97,000                 --
Deduct:  total stock-based employee
   compensation expense determined
   under fair value method for all awards,
   net of related tax effects                     (196,000)         (119,000)          (854,000)          (381,000)
                                             ---------------    --------------     --------------    ---------------
Pro forma net loss                             ($2,300,000)      ($1,337,000)       ($6,594,000)       ($4,061,000)
                                             ===============    ==============     ==============    ===============

Basic and diluted net loss per share
     As reported                                    ($0.05)           ($0.03)            ($0.13)            ($0.09)
     Pro Forma                                      ($0.05)           ($0.03)            ($0.15)            ($0.10)

</TABLE>

                                     Page 9

<PAGE>


                               THERMOGENESIS CORP.
                     Notes to Financial Statements (Cont'd)
                                 March 31, 2005
                                   (Unaudited)

Recent Accounting Pronouncements
--------------------------------

On December 16, 2004, the Financial  Accounting  Standards Board ("FASB") issued
FASB  Statement  No. 123  ("Statement  123(R)"),  (revised  2004),  "Share-Based
Payment,"  which is a  revision  of FASB  Statement  No.  123,  "Accounting  for
Stock-Based  Compensation."  Statement  123(R)  supersedes  APB  Opinion No. 25,
"Accounting  for Stock Issued to  Employees,"  and amends FASB Statement No. 95,
"Statement  of Cash  Flows."  Generally,  the  approach in  Statement  123(R) is
similar to the approach  described in Statement 123.  However,  Statement 123(R)
requires all  share-based  payments to employees,  including  grants of employee
stock  options,  to be recognized in the statement of operations  based on their
fair values. Pro forma disclosure is no longer an alternative.  Statement 123(R)
must be adopted no later than July 1, 2005. We expect to adopt Statement  123(R)
on July 1, 2005.  The  Company  has not  determined  the method in which it will
adopt Statement 123(R).

As permitted by Statement 123, the Company  currently  accounts for  share-based
payments to employees  using Opinion 25's  intrinsic  value method and, as such,
generally   recognizes  no   compensation   cost  for  employee  stock  options.
Accordingly,  the adoption of Statement  123(R)'s fair value method will have an
impact on the Company's  results of operations,  although it will have no impact
on the Company's overall cash position.  The Company is currently evaluating the
impact of the adoption of Statement 123(R).

Net Loss per Share
------------------

Net loss per share is computed by dividing  the net loss to common  stockholders
by the weighted average number of common shares outstanding.  The calculation of
the basic and diluted earnings per share is the same for all periods  presented,
as the effect of the potential  common stock  equivalents is antidilutive due to
the  Company's  net  loss  position  for  all  periods  presented.  Antidilutive
securities,   which  consist  of  stock  options,  warrants  and  the  Series  A
convertible  preferred  stock,  that were not  included  in diluted net loss per
common share were 2,882,964 and 3,541,586 as of March 31, 2005 and 2004.

Stockholder's Equity
--------------------

On December 21, 2004, the Company  issued a "Notice of Automatic  Conversion" to
the remaining Series A Preferred stockholders. Effective 20 days from receipt of
the  notice,  each of the  remaining  shares  of  Series A  Preferred  Stock was
converted into 5 shares of the Company's  common stock. The Series A Certificate
of Designation  states that each share of Series A Preferred Stock shall, at the
option  of the  Company,  be  automatically  converted  to  five  shares  of the
Company's  common  stock if the shares of common  stock trade at or above $5 per
share for 30  consecutive  trading days. As of December 21, 2004,  the Company's
common stock traded at or above $5 per share for 30 consecutive trading days. In
January 2005, there were 110,000 shares of Series A Preferred Stock outstanding,
which were converted into 550,000 shares of common stock.

Significant Events
------------------

During the  quarter  ended March 31,  2005,  the Company  entered  into  various
strategic  agreements.  In April 2005, in accordance  with the  agreements,  the
Company received one-time fees totaling $500,000.

                                    Page 10


<PAGE>

                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
           for the Three and Nine Months Ended March 31, 2005 and 2004

Item 2. Managements  Discussion and Analysis of Financial  Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
Forward-Looking Statements
--------------------------
This report contains  forward-looking  statements which are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
The forward-looking  statements involve risks and uncertainties that could cause
actual results to differ materially from the  forward-looking  statements.  When
used in this report, the words "anticipate," "believe," "estimate," "expect" and
similar expressions as they relate to the Company or its management are intended
to identify  such  forward-looking  statements.  The Company's  actual  results,
performance or achievements  could differ  materially from the results expressed
in, or  implied  by these  forward-looking  statements.  The  Company  wishes to
caution readers of the important factors,  among others, that in some cases have
affected,  and in the future could affect the Company's actual results and could
cause actual results for fiscal year 2005, and beyond, to differ materially from
those expressed in any forward-looking  statements made by, or on behalf of, the
Company. These factors include without limitation, the ability to obtain capital
and other financing in the amounts and at the times needed to complete  clinical
trials  and  product  marketing  for  new  products,  market  acceptance  of new
products,  regulatory approval and time frames for such approval of new products
and new claims for  existing  products,  realization  of  forecasted  income and
expenses,  initiatives by  competitors,  price  pressures,  and the risk factors
listed from time to time in the Company's SEC reports, including, in particular,
the factors and discussion in the Company's Form 10-K for its last fiscal year.

Introduction
------------
The Company designs and  manufactures  medical devices and disposables  used for
the distributed  manufacturing  of biologic  products such as concentrated  stem
cells from umbilical cord blood, fibrin sealant and thrombin from placental/cord
blood,  peripheral  blood,  blood  plasma  and  other  related  blood  products.
Initially the Company developed its ThermoLine products for ultra rapid freezing
and thawing of blood  components,  which the Company  distributes to blood banks
and hospitals.  After  extensive  research and  development,  two new technology
platforms (the BioArchive  System and the CryoSeal System) have evolved products
which  provide  specific  blood  components  to patients in need. We believe our
future  continued  growth  will depend on our  success in  developing  increased
awareness  of the  therapeutic  benefits of our  existing  and future  products.
Consequently,  our research and  development  efforts are critical to the future
growth and profitability of our Company.

Beginning in late 1993, and with  accelerated  research and development  efforts
from 1996 to 1999,  the Company  completed  development  of the  BioArchive  and
CryoSeal technology platforms,  each of which will give rise to multiple medical
products targeted at a number of different surgical and transplant  indications.
To achieve  completion of these research projects,  pursue regulatory  clearance
for the developed  products and add experienced  executive  talent to launch the
products required the consumption of considerable capital resources.

Prior to the  development of our BioArchive and CryoSeal  products,  our revenue
was derived  principally from the sale of our blood plasma freezers and thawers.
With the launch of our BioArchive System, we have realized  significant  revenue
increases  due to  the  sale  of  that  equipment  and  the  recurring  sale  of
disposables  used in the BioArchive  Systems  worldwide.  We anticipate  similar
revenue  increases from  disposable  sales related to the CryoSeal System as the
installed base of units increase;  however, there is no assurance that this will
occur.

                                    Page 11

<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
     for the Three and Nine Months Ended March 31, 2005 and 2004 (Continued)

Introduction (Cont'd)
---------------------
Our  BioArchive  Systems and related  products are  purchased  predominantly  by
specialized  cord blood stem cell banks. The sales in prior years were dependent
on the very significant costs associated with starting up new stem cell banks as
the  science  evolved.  In more  recent  periods  governmental  funding and more
clinical and public  awareness of the  therapeutic  benefits from this stem cell
treatment, have shortened the sales cycle and increased demand for our products.
Consistent  with the  perception  that  governmental  backing and  funding  will
accelerate  the demand for the  products,  the Company has incurred  expenses to
promote  federal  financing to increase the inventory of high quality cord blood
units  manufactured  by a network of  FDA-approved  cord blood  banks.  Although
legislation  appropriating  $10 million  passed in January  2004 and  additional
authorizing  legislation is pending,  there is no certainty that the authorizing
legislation  will  ultimately  pass or that if it  passes,  it will  result in a
corresponding  increase in our  revenues due to cord blood banks who receive the
funds deciding to purchase our BioArchive System.

The  Company's  CryoSeal FS System  produces  autologous  fibrin  sealant from a
single  unit of human  plasma.  Our  CryoSeal  System is still in U.S.  clinical
trials,  and there are no sales in the U.S. pending  completion of the trial and
the required FDA approval following  pre-market  application ("PMA") submission.
The Company has received CE approval for the system enabling its sale and use in
Europe,  although  sales into  individual  countries  under  cost  reimbursement
structures  often  requires  some  supporting  clinical  usage.  The Company has
undertaken many of those clinical  studies and, upon  completion,  will pursue a
more aggressive  marketing plan. In Japan,  our  distributor,  Asahi Medical Co.
Ltd.,  has  completed  enrollment  in  their  pivotal  clinical  trials  and has
completed their PMA submission to the Ministry of Health,  Labor and Welfare. In
Canada,  field trials are underway to provide a cost  justification  for federal
reimbursement  to hospitals that use the product.  In Brazil,  field trials have
begun to establish training and demonstration with selected  customers.  Several
similar field trials are at various stages throughout Europe.

The Company's new product  development  efforts are focused on two products this
year, the Auto XpressTM  System ("AXP")  (formerly  known as the DAC System) for
semi-automated  separation of blood into components and the Thrombin  Processing
Device ("TPD").  The TPD is a stand-alone  disposable which produces  autologous
thrombin from approximately  11ml of the patient's plasma.  Thrombin is used for
topical  hemostatis  and releasing  growth factors from  platelets.  The Company
anticipates releasing the TPD in Europe in the fourth quarter of fiscal 2005. In
order to sell in the U.S.,  the Company  requires FDA  clearance  which is being
pursued.

The AXP is an innovative  product which  semi-automates  the separation of whole
blood. It includes a compact battery powered device and a proprietary disposable
bag set. We expect the AXP disposable  processing bag set to generate  recurring
revenues to the  Company.  Included in the set is a 25 ml freezing bag which can
be archived in the BioArchive System.  The Company  anticipates beta site market
launch in the first  quarter of fiscal 2006  assuming  no changes in  regulatory
requirements to market the device.

The following is  Management's  discussion  and analysis of certain  significant
factors  which have affected the  Company's  financial  condition and results of
operations during the period included in the accompanying financial statements.

                                    Page 12


<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
      for the Three and Nine Months Ended March 31, 2005 and 2004 (Cont'd)

Critical Accounting Policies
----------------------------
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States.  The  preparation  of these  financial  statements  requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities,  revenues and expenses and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including  those  related  to bad  debts,  inventories,  warranties,
contingencies  and  litigation.  The Company  bases its  estimates on historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates  used in the  preparation  of its financial
statements.

Revenue Recognition:
The Company  recognizes revenue in accordance with the provisions of SAB No. 104
and EITF  00-21.  For  licensing  arrangements  pursuant  to which  the  Company
receives  up-front  licensing  fees for  products or  technologies  that will be
provided by the Company over the term of the  arrangements,  the Company  defers
the upfront fees and  recognizes the fees as revenue on a  straight-line  method
over  the term of the  respective  contracts.  For  sales  of  products  made to
distributors,  the Company considers a number of factors in determining  whether
revenue is  recognized  upon transfer of title to the  distributor,  or when the
distributor places the product with an end-user.  These factors include, but are
not  limited  to,  whether  the payment  terms  offered to the  distributor  are
considered  to be  non-standard,  the  distributor's  history of adhering to the
terms of its contractual arrangements with the Company, the level of inventories
maintained  by the  distributor,  whether  the Company has a pattern of granting
concessions  for the  benefit of the  distributor,  or  whether  there are other
conditions   that  may  indicate  that  the  sale  to  the  distributor  is  not
substantive. The Company currently recognizes revenue on the sell-in method with
its distributors.

Allowance for Doubtful Accounts:
The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required, which would be charged against earnings.

Warranty:
The Company  provides for the estimated  cost of product  warranties at the time
revenue is recognized.  While the Company  engages in extensive  product quality
programs and processes, including actively monitoring and evaluating the quality
of its component  suppliers,  the Company's  warranty  obligation is affected by
product  failure rates,  material  usage and service  delivery costs incurred in
correcting a product  failure.  Should actual product  failure  rates,  material
usage or service delivery costs differ from the Company's  estimates,  revisions
to the estimated warranty liability would be required.

                                    Page 13


<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
      for the Three and Nine Months Ended March 31, 2005 and 2004 (Cont'd)

Critical Accounting Policies (Cont'd)
-------------------------------------

Inventory Reserve:
The Company plans inventory procurement and production based on orders received,
forecasted  demand  and  supplier  requirements.  The  Company  writes  down its
inventories for estimated obsolescence or unmarketable  inventories equal to the
difference  between the cost of inventories  and its net realizable  value based
upon  estimates  about future  demand from our customers  and  distributors  and
market  conditions.  Because some of the Company's products are highly dependent
on government and third-party funding, current customer use and validation,  and
completion of regulatory and field trials, there is a risk that we will forecast
incorrectly and purchase or produce excess inventory. As a result, actual demand
may differ from  forecasts,  and such a difference  may have a material  adverse
effect on future results of operations  due to required  write-offs of excess or
obsolete  inventory.  This  inventory  risk may be  further  compounded  for the
CryoSeal family of products because they are at initial market  introduction and
market  acceptance  will  depend upon the  customer  accepting  the  products as
clinically  useful,  reliable,  accurate and cost effective compared to existing
and future  products and  completion  of required  clinical or field  acceptance
trials.

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

Results of Operations  for the Three Months Ended March,  31 2005 as Compared to
the Three Months Ended March 31, 2004

Net Revenues:
Revenues for the three months ended March 31, 2005 were  $1,727,000  compared to
$3,367,000  for the three months ended March 31, 2004, a decrease of $1,640,000.
Revenues  generated by the BioArchive product line were $1,043,000 for the three
months ended March 31, 2005, compared to $2,188,000 for the corresponding fiscal
2004 period, a decrease of $1,145,000. There were two BioArchive devices shipped
in the third  quarter of fiscal 2005 versus eight in the third quarter of fiscal
2004. The sale of BioArchive  devices  outside the U.S. is heavily  dependent on
government funding, which can be erratic.  Included in the eight devices shipped
in the prior year were three to Japan due to the  government  funding for public
cord blood banking. Included in the BioArchive product line revenues noted above
was $497,000  generated from the sales of  disposables  for the third quarter of
fiscal 2005, compared to $495,000 for the third quarter of fiscal 2004. Revenues
generated by the CryoSeal product line for the three months ended March 31, 2005
were  $53,000  versus  $29,000 for the three  months  ended March 31,  2004,  an
increase of $24,000 or 83% primarily due to increased usage in Europe.

The following represents the Company's  cumulative  BioArchive devices sold into
the following geographies:

                                    March 31,
                               2005           2004
                           ----------    -----------
United States                      21             18
Asia                               42             34
Europe                             24             22
Rest of World                      19             10
                           ----------    -----------
                                  106             84
                           ==========    ===========


                                    Page 14

<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
      for the Three and Nine Months Ended March 31, 2005 and 2004 (Cont'd)

Results of Operations (cont'd)
------------------------------

Cost of Revenues:
Cost of  revenues as a percent of revenues  was 74% for the three  months  ended
March 31, 2005, as compared to 65% for the corresponding fiscal 2004 period. The
cost of  revenues  percentage  is higher  due to a decrease  in royalty  revenue
received  during the quarter and lower overhead  absorption as a result of lower
manufacturing  volumes.  During the quarter  ended March 31,  2004,  the Company
received  $57,000 in royalties from Air Water, the distributor of the BioArchive
System in Japan,  for the sales of mini BioArchive  Systems.  There were no such
royalties received during the quarter ended March 31, 2005.

Selling, General and Administrative Expenses:
FSelling, general and administrative expenses were $1,346,000 for the three
months ended March 31, 2005 compared to $1,341,000 for the fiscal 2004 period,
an increase of $5,000. Increases in costs associated with the Sarbanes-Oxley Act
of 2002 ("SOX") were offset by decreases in sales commissions and temporary
help.

Research and Development Expenses:
Included in this line item are Engineering,  Regulatory Affairs,  Scientific and
Clinical Affairs.

Research and development expenses for the three months ended March 31, 2005 were
$1,277,000  compared to $1,057,000 for the corresponding  fiscal 2004 period, an
increase of $220,000 or 21%.  The  increase is due to an increase in  personnel,
specifically, engineering and clinical affairs, including the new Vice President
of Research and Development and design and development  services for new product
development of the AXP System. Personnel were added to our electrical,  software
and  mechanical  engineering  staff to assure that ongoing  product  development
efforts meet our Business  Plan  milestones.  Management  believes  that product
development  and  refinement is essential to  maintaining  the Company's  market
position.  Therefore,  the Company  considers these costs as continuing costs of
doing business. No assurances can be given that the products or markets recently
developed or under development will be successful.

                                    Page 15



<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
      for the Three and Nine Months Ended March 31, 2005 and 2004 (Cont'd)

Results of Operations (cont'd)
------------------------------

Results of  Operations  for the Nine Months Ended March,  31 2005 as Compared to
the Nine Months Ended March 31, 2004

Net Revenues:
Revenues  for the nine months ended March 31, 2005 were  $7,078,000  compared to
$8,010,000  for the fiscal  2004  period,  a decrease  of  $932,000.  BioArchive
revenues were  $4,787,000 for the nine months ended March 31, 2005,  compared to
$5,189,000  for the  corresponding  fiscal 2004 period,  a decrease of $402,000.
There were 14  BioArchive  devices  shipped in the nine  months  ended March 31,
2005.  Thirteen  were  recognized  in  revenue  upon  shipment  and one is being
accounted for as an operating  lease.  There were 18  BioArchives  recognized in
revenue in the first nine months of fiscal 2004.  The decrease in revenues  from
BioArchive   devices  was  partially   offset  by  the  increase  in  BioArchive
disposables.  Included in the  BioArchive  product line revenues noted above was
$1,906,000  generated from the sales of disposables for the first nine months of
fiscal  2005,  an increase  of  $396,000 or 26% over the fiscal 2004  comparable
period.  Revenues  generated  by the  CryoSeal  product line for the nine months
ended March 31, 2005 were  $285,000  versus  $244,000  for the nine months ended
March 31,  2004.  There were six devices sold in the nine months ended March 31,
2005 versus three in the comparable prior year period. The six devices were sold
to our distributor in Europe.

Cost of Revenues:
Cost of  revenues as a percent of  revenues  was 69% for the nine  months  ended
March 31, 2005, as compared to 68% for the corresponding fiscal 2004 period. The
cost of revenues  percentage is consistent  primarily due to the volume increase
of BioArchive  disposables  being offset by slightly  higher costs for labor and
materials.

Selling, General and Administrative Expenses:
Selling, general and administrative expenses for the nine months ended March 31,
2005 were $4,232,000 versus $3,762,000 for the corresponding fiscal 2004 period,
an increase of $470,000 or 12%. The increase is due to year to year increases in
salary and related  benefits,  an increase in  professional  fees due to outside
accounting  and consulting  fees in connection  with SOX and sales and marketing
consultants.

Research and Development Expenses:
Research and development  expenses for the nine months ended March 31, 2005 were
$3,941,000  compared to $2,504,000 for the corresponding  fiscal 2004 period, an
increase of  $1,437,000 or 57%. The increase is due to an increase in personnel,
specifically, engineering and clinical affairs, including the new Vice President
of Research and Development and design and development  services for new product
development  of the AXP.  Personnel were added to our  electrical,  software and
mechanical  engineering staff to assure that ongoing product development efforts
meet our Business Plan milestones.

                                    Page 16


<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
      for the Three and Nine Months Ended March 31, 2005 and 2004 (Cont'd)

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

At March 31, 2005,  the Company had a cash balance of  $10,862,000,  and working
capital of  $15,244,000.  This  compares to a cash  balance of  $16,612,000  and
working  capital  of  $19,798,000  at June 30,  2004.  The cash was used to fund
operations and other cash needs of the Company.  This was offset by the exercise
of stock options and warrants of $1,098,000. In addition to product revenues, we
have primarily  financed our operations  through the private placement of equity
securities.  Since its  inception,  the  Company  has raised  approximately  $73
million,  net of expenses,  through  common and preferred  stock  financings and
option  and  warrant  exercises.  As of  March  31,  2005,  the  Company  has no
off-balance sheet arrangements.

Net cash used in operating  activities  for the nine months ended March 31, 2005
was $6,708,000, primarily due to the net loss of $5,837,000. Accounts receivable
generated $707,000 of cash due to collections of outstanding  customer balances.
Inventory  utilized  $1,399,000 of cash as a result of purchasing  materials and
building  up  inventory  in order to ensure a more even  manufacturing  workload
throughout  the year and a lower  volume of revenue  than  forecasted.  Accounts
payable  utilized  $318,000 in cash due to payments to vendors for the  CryoSeal
clinical trials and the Enterprise  Resource  Planning  ("ERP") System.  Accrued
liabilities   utilized  $201,000  of  cash  primarily  due  to  the  payment  of
commissions to  distributors  and a decrease in warranty  reserves as the actual
expenses incurred have been lower than historical expenses.

At March 31, 2005, the Company has $1,373,000  outstanding in cancelable  orders
to  purchase  inventory,  supplies  and  services  for  use in  normal  business
operations and no significant outstanding capital commitments. Additionally, the
Company  has a contract  with an OEM vendor to  purchase  190,000  units or $8.7
million of inventory  through  fiscal 2009.  The contract may be modified by the
parties mutual consent from time to time.

Backlog
-------

The Company's cancelable backlog at March 31, 2005 was $218,000.

                                    Page 17

<PAGE>


                               THERMOGENESIS CORP.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
      for the Three and Nine Months Ended March 31, 2005 and 2004 (Cont'd)

Item 3. Quantitative and Qualitative Disclosures about Market Risk
------------------------------------------------------------------

All sales, domestic and foreign, are made in U.S. dollars and therefore currency
fluctuations  are believed to have no impact on the Company's net revenues.  The
Company has no long-term  debt or  investments  and  therefore is not subject to
interest rate risk.

Item 4. Controls and Procedures
-------------------------------

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer  along with the Company's  Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures (as defined by Exchange Act Rule  13a-15(e)) as of the end of our
fiscal quarter pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
the Company's Chief  Executive  Officer along with the Company's Chief Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective in ensuring that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported  within the time periods  specified in the  Securities and Exchange
Commission's rules and forms.

                                    Page 18

<PAGE>



PART II -  OTHER INFORMATION

Item 1.           Legal.
-------
                  In the normal course of operations, the Company may have
                  disagreements or disputes with vendors or employees. These
                  disputes are seen by the Company's management as a normal part
                  of business, and there are no pending actions currently or no
                  threatened actions that management believes would have a
                  significant material impact on the Company's financial
                  position, results of operations or cash flows.

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds.
-------
                  None.

Item 3.           Defaults upon Senior Securities.
-------
                  None.

Item 4.           Submission of Matters to a Vote of Security Holders.
-------
                  None.

Item 5.           Other Informaiton:
-------
                  None

Item 6.           Exhibits:
-------
<TABLE>
<CAPTION>
    <C>                                                <C>
                  10.1  Distribution and License Agreement between Asahi Kasei
                        Medical Co., Ltd. and ThermoGenesis Corp. dated March 28, 2005(1)
                  10.2  Supply Agreement of ClotalystTM Thrombin product between
                        ThermoGenesis Corp. and Cell Factors Technologies, Inc. dated March 29, 2005(2)
                        (1) Incorporated by reference from the Company's current
                            report on Form 8-K filed on March 31, 2005 (333-82900)
                        (2) Incorporated by reference from the Company's current
                            report on Form 8-K filed on April 4, 2005 (333-82900)
                  31.1  Certification by the Principal Executive Officer Pursuant
                        to Section 302 of the Sarbanes-Oxley Act of 2002.
                  31.2  Certification by the Principal Financial Officer pursuant
                        to Section 302 of the  Sarbanes-Oxley  Act of 2002.
                  32    Certification of Principal Executive Officer and Principal
                        Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

</TABLE>

                                    Page 19

<PAGE>



                               THERMOGENESIS CORP.

                                   Signatures

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

                                    THERMOGENESIS CORP.
                                        (Registrant)

Dated:  May 3, 2005
                                    /s/ Philip H. Coelho
                                    ----------------------------------------
                                    Philip H. Coelho
                                    Chief Executive Officer
                                    (Principal Executive Officer)


                                    /s/ Renee M. Ruecker
                                    ----------------------------------------
                                    Renee M. Ruecker
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)





</TEXT>
</DOCUMENT>
