SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM 8-K

        CURRENT REPORT PURSUANT TO SECTION 13 AND 15(D) OF
                THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 27, 1996.

                        THERMOGENESIS CORP.
____________________________________________________________________________
      (Exact Name of Registrant as Specified in its Charter)

    DELAWARE               0-16375             94-3018487
(State or other          (Commission         (IRS Employer
jurisdiction)             file number)       Identification No.)

11431 SUNRISE GOLD CIRCLE, SUITE A    RANCHO  CORDOVA,   CA     95742
(Address of Principal Executive Officer)                     (Zip Code)

Registrant's telephone number, including area code:   (916) 858-5100

Item 5.   Other

(a) Financing:   On  November  27,  1996,  the  Company completed a private
financing with the assistance of Allen & Company Incorporated.  Pursuant to
the  terms of the financing, the Company sold 1,378,001  Units,  each  Unit
consisting  of  two  shares  of  common  stock  and a seven year warrant to
purchase  one  additional share of common stock at  an  exercise  price  of
$3.885  per share,  and  received  gross  proceeds  of  $8,268,006.   After
deducting  commissions  payable in connection with the offering and related
offering  expenses, the Company  received  net  proceeds  of  approximately
$7,458,885.   In addition to the 8% commission and 1% management fee, Allen
& Company Incorporated  also  received  a  seven  year  warrant to purchase
100,000 shares of the Company's common stock at an exercise price of $3.885
per share, pursuant to the terms of the Unit Placement Agreement.

The  Company will use the proceeds to further research and  development  of
new products,  expansion  of  manufacturing  capabilities,  and for general
working capital.

Item 7(c). Exhibits.

1.   Unit Placement Agreement.



                            SIGNATURES

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

                                   THERMOGENESIS CORP.


Dated: December 6, 1996                                                 By:

                                   Walter J. Ludt, III, V.P. and
                                   Chief Operating Officer