U.S. 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): December 2, 1997
                      __________________________
                       THERMOGENESIS CORP.
             (Exact name of Registrant as specified in its charter)

    DELAWARE                           0--16375            94-3018487
(State of Incorporation)             (Commission            (I.R.S. Employer
                                      File Number)        Identification No.)

                       3146 GOLD CAMP DRIVE
                     RANCHO CORDOVA, CA 95670
                          (916) 858-5100
        (Address, including zip code, and telephone number,
             including area code, of principal executive offices)
______________________________________________________________________________

Item 5.   Other

     (a)  Financing:  On  December  2,  1997,  the  Company  completed  and
terminated a private financing with the assistance of Gruntal & Co., L.L.C.
as  placement  agent  and  Oscar  Gruss  &  Son, Incorporated as a selected
dealer.  Pursuant to the terms of the financing, the Company sold 1,639,000
shares of common stock at a price of $2.50 per share, and issued three year
warrants to the purchasers representing the right  to acquire an additional
163,900 shares of common stock, in the aggregate, at  an  exercise price of
$3.00 per share.  The Company received gross proceeds of $4,097,500, before
deducting commissions and offering expenses of approximately  $251,826  and
$25,000  respectively.   The  placement  agent  also  received  a five-year
warrant  to  purchase  approximately 143,900 shares of common stock  at  an
exercise price of $3.00 per share, of which 61,950 warrants were re-allowed
to the selected dealer.  Pursuant to the terms of the offering, the Company
is obligated to register  the  shares  of  common  stock, and the shares of
common stock underlying the warrants, for resale by the purchasers.

The  Company  will  use  the proceeds to finance the manufacturing  of  the
CryoSeal{TM} and BioArchive{TM}  Systems  and  disposables,  other clinical
studies, obtaining regulatory approvals, and for general working capital.


Item 7(c). Exhibits

1.   Stock Purchase Agreement [Form]



                            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 9, 1997                By:Philip H. Coelho
                                          Chief Executive Officer and
                                          Principal Financial Officer