SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(A) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240. 14a-11(c) or Rule 14a-12

THERMODYNETICS, INC.
--------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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|X| No fee required.

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THERMODYNETICS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

January 13, 2000

The Annual Meeting of Stockholders of Thermodynetics, Inc. (the "Company")
for fiscal year ended March 31, 1999 will be held at the Company's principal
offices at 651 Day Hill Road, Windsor, Connecticut 06095 on Thursday, January
13, 2000 at 9:30 A.M. (EST) for the purpose of considering and acting upon the
following matters:

1. Election of three (3) directors (Proposal One).

2. Such other business as may properly come before the meeting or
any adjournment thereof.

Pursuant to the provisions of the By-Laws, the Board of Directors has fixed
the close of business on November 15, 1999 as the record date for determining
the stockholders of the Company entitled to notice of, and to vote at the
meeting or any adjournment thereof.

Stockholders who do not expect to be present in person at the meeting are
urged to date and sign the enclosed proxy and promptly mail it in the
accompanying postage-paid envelope. A prompt response will avoid the cost to the
Company of additional mailings of proxy solicitations.

By Order of the Board of Directors

Thermodynetics, Inc.

Robert A. Lerman
President

November 19, 1999
Windsor, Connecticut 06095

PLEASE COMPLETE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE MEETING BUT WILL,
HOWEVER, HELP TO ASSURE A QUORUM AND AVOID ADDED PROXY SOLICITATION COSTS.

--------------------

Thermodynetics, Inc.
Proxy Statement

--------------------

This Proxy Statement is first being mailed to Stockholders on November 19,
1999 in connection with the solicitation of proxies by the Board of Directors to
be used at the Annual Meeting of Stockholders of Thermodynetics, Inc., a
Delaware corporation (the "Company"), to be held on Thursday, January 13, 2000
at the Company's principal offices at 651 Day Hill Road, Windsor, Connecticut
06095 at 9:30 A.M. (EST).

Accompanying this Proxy Statement is a Notice of Annual Meeting of
Stockholders, a form of Proxy for such meeting and the Company's Annual Report
for the fiscal year ended March 31, 1999 including financial statements with
respect to such year. All proxies which are properly filled in, signed and
returned to the Company in time will be voted in accordance with the
instructions thereon. Such proxies may be revoked by any stockholder prior to
the exercise thereof and stockholders who are present at the meeting may
withdraw their proxies and vote in person if they so desire. The Board of
Directors has fixed the close of business on November 15, 1999 as the record
date for the determination of stockholders who are entitled to notice of, and to
vote at the meeting or any adjournment thereof.

The expense of preparing, assembling, printing and mailing the form of
proxy and the material used in solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by use of the mails, the
Company may utilize the services of some of its officers and regular employees
(who will receive no additional compensation therefor) to solicit proxies
personally, and by telephone and other communication mediums. The Company has
requested banks, brokers and other custodians, nominees and fiduciaries to
forward copies of the proxy material to their principals and to request
authority for the execution of proxies and may reimburse such persons for their
services in doing so.

Vote required, Principal Stockholders and Stockholdings of Management - The
presence, in person or by proxy, of the holders of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at the
meeting. Election of directors (Proposal One) requires the affirmative vote of a
majority of the votes cast by the holders of Common Stock present in person or
by proxy at the meeting.

As of the record date, the Company had 13,323,110 shares of its Common
Stock issued and outstanding, the holders of which are entitled to one vote per
share.

The following table sets forth, as of the record date, the number of shares
of the Company's Common Stock owned beneficially to the knowledge of the
Company, by each beneficial owner of more than 5% of such Common Stock, by each
director, and by all officers and directors of the Company as a group. The
shares underlying the incentive stock options held by two officer/directors and
one officer which are presently exercisable are deemed as outstanding.

Thermodynetics, Inc. Proxy Statement
Page 2

Name and Address(1) Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Class Owned
- ------------------- ----------------------- -----------
Directors and Officers

John F. Ferraro 4,048,037 shs (2)(6) 26.6%
Robert A. Lerman 4,321,610 shs (2)(7) 28.4%
Anthony C. Mirabella 291,791 shs (3) 2.2%
Robert I. Lieberman 272,853 shs (4) 2.0%

All officers and 8,759,291 shs (5) 50.4%
directors as a group
(four persons)

- ----------

(1) The address of all officers and directors is c/o the Company, 651 Day Hill
Road, Windsor, Connecticut 06095.

(2) Includes options exercisable to acquire 1,948,182 shares; includes 41,875
shares held for Mr. Ferraro and 59,468 shares held for Mr. Lerman in trust
under the Company's 401(k) Plan, respectively; excludes the aggregate
734,803 shares held in trust by the trustees of the 401(k) Plan for all of
the participating employees. Includes one-half of 166,121 shares held by
Pioneer Partners Corp; Messrs. Ferraro and Lerman each have a 50% interest
in such shares. Mr. Ferraro's beneficial holdings include 33,360 shares
held by his spouse. Mr. Lerman's beneficial holdings include 244,525 shares
held by his spouse.

(3) Includes options exercisable to acquire 56,705 shares. Excludes the
aggregate 734,803 shares held in trust by the trustees of the 401(k) Plan
for all of the participating employees.

(4) Includes options exercisable to acquire 170,114 shares; includes 16,939
shares held in trust under the Company's 401(k) Plan.

(5) Includes options exercisable to acquire 4,123,183 shares; includes 118,282
shares held in trust under the Company's 401(k) Plan for each respective
officer's account; excludes the aggregate 734,803 shares held in trust by
the trustees of the 401(k) Plan for all of the participating employees.
Includes 244,525 shares held by the spouse of Mr. Lerman, and 33,360 shares
held by the spouse of Mr. Ferraro. Includes 166,121 shares held by a
corporation which is owned by Messrs. Lerman and Ferraro.

(6) Mr. Ferraro contributed certain of his shares of Company stock in
accordance with the guidelines to the John F. Ferraro Defined Benefit
Pension Plan and Trust which was established in 1984; the aggregate
holdings of outstanding shares of Company stock actually issued which are
now owned by that pension plan equals 1,370,000 shares; Mr. Ferraro, as
trustee of the Plan, has full voting authority over that pension plan's
shares; thus that pension plan's shares have been included Mr. Ferraro's
above aggregate beneficial ownership calculation.

(7) Mr. Lerman contributed certain of his shares of Company stock in accordance
with the guidelines to the Robert A. Lerman Money Purchase Plan and Trust,
established in 1988; the aggregate holdings of outstanding shares of
Company stock actually issued which are now owned by that pension plan
equals 1,291,880 shares; Mr. Lerman, as trustee of that pension plan, has
full voting authority over that pension plan's shares; thus that pension
plan's shares have been included in Mr. Lerman's above aggregate beneficial
ownership calculation.

Holders of an aggregate 13,323,110 shares of the Company's Common Stock are
entitled to notice of and to vote at the Annual Meeting of Stockholders. The
Company's officers and directors, who have the right to vote an aggregate
4,567,826 shares representing thirty-two and two-tenths of one percent (34.3%)
of all shares which are entitled to be voted, have stated their intentions to
vote their shares FOR Proposal One.

Thermodynetics, Inc. Proxy Statement
Page 3

ACTIONS TO BE TAKEN AT THE MEETING
ELECTION OF DIRECTORS
(Proposal One)

All directors shall serve until his successor is elected and is qualified.
The shares represented by proxies will be voted in favor of the election as
directors of the persons named below who are nominees for election and authority
to vote for the election of directors shall be deemed granted unless
specifically withheld. The Board of Directors has no reason to believe that any
of the nominees for the office of director will not be available for election as
a director. However, should any of them become unwilling or unable to accept
nomination for election, it is intended that the individuals named in the
enclosed proxy may vote for the election of such other person as the Board of
Directors may recommend. The Company does not have a nominating, an audit or a
compensation committee. During the fiscal year ended March 31, 1999 the
Company's Board of Directors held a total of five (5) meetings.

Nominees for Election as Directors
Director
Name of Nominee Age Position with the Company Since
- --------------- --- ------------------------- -----

John F. Ferraro 65 Chairman of the Board, Chief Executive
Officer and Secretary 1979
Robert A. Lerman 64 President and Director 1979
Anthony C. Mirabella 58 Director 1985

Principal Occupations of Directors and Nominees During the Past Five Years

Robert A. Lerman holds the degrees of Bachelor of Mechanical Engineering,
CCNY (1957); Master of Science in Mathematics, Adelphi College (1961); and
Master of Science in Electrical Engineering, University of Connecticut (1964).
In 1979, Mr. Lerman was elected Treasurer and a Director and in 1980 President
of the predecessor to the Company. Since the Company's 1981 merger, Mr. Lerman
has been President and a Director of the Company, and from 1981 through 1992
served as Treasurer. In 1988, Mr. Lerman, along with Mr. Ferraro, founded
Pioneer Capital Corp., of which he is Secretary, Treasurer and a Director, a
privately held venture capital corporation. Mr. Lerman co-authored the text
book, Nonlinear Systems Dynamics, which was published in 1992 by Van Nostrand
Reinhold, New York, New York. In 1993, Mr. Lerman, along with Mr. Ferraro,
founded Pioneer Partners Corp., ("PPC") of which Mr. Lerman is President and
Managing Director; it is the general partner of Bridge Investors I Limited
Partnership, a partnership formed by Messrs. Lerman and Ferraro for the purpose
of providing venture capital financing to other companies. In 1997, Mr. Lerman
became President and a Director of Pioneer Ventures Corp. and a manager of
Ventures Management Partners LLC, the general partner of Pioneer Ventures
Associates Limited Partnership, a partnership formed for the purpose of
providing venture capital financing to other companies. In 1998, Mr. Lerman
became a director of Initio, Inc., Tristar Corporation, and Energy Brands, Inc.
Mr. Lerman has financial interests in other companies, none of which are
competitive with the Company. See "Certain Transactions".

John F. Ferraro holds the degree of Bachelor of Science in Industrial
Engineering, New York University (1962). In 1979, Mr. Ferraro was elected
Secretary and a Director of the predecessor to the Company. Since the Company's
1981 merger, Mr. Ferraro has been Chairman of the Board and Chief Executive
Officer of the Company. In 1987, he was elected Secretary of the Company. In
1988, Mr. Ferraro, along with Mr. Lerman, founded Pioneer Capital Corp. of which
Mr. Ferraro is President and a Director. In 1993, Mr. Ferraro, along with Mr.
Lerman, founded Bridge Investors I Limited Partnership and its general partner
Pioneer Partners Corp., of which he is Treasurer, Secretary and a Director. In
1997, Mr. Ferraro became Secretary and a Director of Pioneer Ventures Corp. and
a manager of Ventures Management Partners LLC, the general partner of Pioneer
Ventures Associates Limited Partnership. In 1998 Mr. Ferraro became Director of
American Interactive Media, Inc., and in 1999 he became a director of America's
Shopping Mall, Inc. Mr. Ferraro has financial interests in other companies, none
of which are competitive with the Company. See "Certain Transactions".

Thermodynetics, Inc. Proxy Statement
Page 4

Anthony C. Mirabella holds the degrees of Bachelor of Mechanical
Engineering, Stevens Institute of Technology (1962) and Master in Business
Administration, Western New England College (1969). He was elected a director of
the Company in 1985. Mr. Mirabella has been employed by Connecticut Natural Gas
Corporation since 1971, and is a Senior Vice President of said concern,
responsible for The Energy Network, Inc. and its district heating and cooling
operations.

Executive Officers who are not Nominees for Director

Robert I. Lieberman is a certified public accountant. He holds the degree
of Bachelor of Science in Accounting and Business Administration from the State
University of New York (1975). Mr. Lieberman joined the Company as corporate
controller in 1986, in 1987 was elected Controller and Chief Financial Officer,
and in 1992 was elected Treasurer. In 1995 Mr. Lieberman was elected President
of Turbotec Products, Inc., the Company's principal operating subsidiary.

Certain Rights to Proceeds

Two of the Company's three directors currently own 656,334 shares in which
the Company has certain rights to the proceeds to be received upon the sale of
such shares which they received pursuant to 1984 stock subscription agreements,
as amended in 1988 and in 1994. Upon the sale of any of these shares, the
selling director shall pay directly to the Company at the time of receipt of the
net proceeds of such sale, which amount is equal to (i) such net sales proceeds
(up to a maximum of $0.40 per share for Messrs. Ferraro and Lerman) less (ii)
the purchase price paid by the subscriber for each share sold (approximately
$0.21). The directors retain full voting and dispositive control over these
shares. The Company has no other rights with respect to such shares. A total of
121,641 shares of a former director, Robert R. Googins, are subject to similar
restrictions as described above with the Company receiving the difference
between $0.21 and $1.00.

Section 16(a) Beneficial Ownership Reporting Compliance

At the fiscal year end and through the date hereof, the Company had not
received any reports from any director, officer or principal shareholder which
indicated on the report, or by calculation based on the transaction and receipt
dates, that any report was not filed on a timely basis.

Remuneration of Officers and Directors

The following table sets forth on an accrual basis for the three most
recent fiscal years, the remuneration of each of the Company's officers whose
remuneration exceeded $100,000 and for all officers of the Company as a group.

SUMMARY COMPENSATION TABLE

Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
--------------------- -------------------- ---------------
Other Restricted Company
Name and Fiscal Salary/ Compen- Stock Options/ LTIP 401(k)
Principal Position Year Bonus sation Awards SARS Payouts Contrib.
- ------------------ ---- ----- ------ ------ ---- ------- --------

John F. Ferraro (1) 1999 $173,151(2) $4,125 $0 0 shs $0 $499
Chairman of the Board 1998 $149,029 $3,137 $0 0 shs $0 $398
Chief Executive Officer 1997 $158,576(2) $2,413 $0 0 shs $0 $0
Secretary

Robert A. Lerman (1) 1999 $173,151(2) $3,137 $0 0 shs $0 $1,073
President 1998 $144,685 $3,450 $0 0 shs $0 $776
1997 $157,191(2) $3,450 $0 0 shs $0 $970

Thermodynetics, Inc. Proxy Statement
Page 5

SUMMARY COMPENSATION TABLE (continued)

Robert I. Lieberman (3) 1999 $129,801 $14,228 $0 0 shs $0 $0
Treasurer 1998 $112,561 $15,330 $0 0 shs $0 $0
Chief Financial Officer 1997 $108,775 $750 $0 0 shs $0 $0

- --------------------------------------------------------------------------------

(1) Messrs. Ferraro and Lerman entered into five year employment contracts with
the Company, effective April 1, 1996. Each employment contract provides for a
basic salary at an annual rate of $150,000 with an annual increase at April 1st
of each year based on increases in the Consumer Price Index. Each employment
contract requires the Company to provide medical insurance coverage for the
employee as well as $50,000 of group term insurance, and $1,500,000 of
additional life insurance. During the fiscal year ended March 31, 1999, the
Company paid $108,909 in net premiums on the two life insurance policies which
provide that upon death or termination of each such insured's employment, the
Company will be repaid from the proceeds of the policy the amount being the
lesser of the then existing cash surrender value of the policy or the aggregate
net premiums paid by the Company. At March 31, 1999, the amount receivable for
premiums paid on the policies was $1,243,234. In addition, each employment
contract contains a provision providing that in the event of disability, the
employee will receive disability payments of $100,000 per year for ten years
(with proportional reductions in the event of partial disability); and $6,500
per year for tax planning services. The contract may be terminated by the
employee on 120 days prior written notice. The contract may also be terminated
by the Company in which event the employee will be paid termination compensation
equal to each employee's then current salary for either the longer of the
remainder of the unrenewed term or three years; in the event there is a change
in control of the Company and the employee is terminated, the employee shall
receive twice the amount of termination compensation which would otherwise be
due.

(2) In 1997 and 1999, Messrs. Ferraro and Lerman each received cash bonuses of
$17,500.

(3) Mr. Lieberman entered into a 5 year employment contract with the Company's
primary operating subsidiary effective April 1, 1996. Under the contract Mr.
Lieberman is to be paid a base salary of $110,000 for the first year, increased
by $5,000 annually for each of the following two years. In addition, he may be
paid a bonus based on performance targets established by the board of directors.
The employment contract requires the Company to provide certain other benefits
including life and disability insurance, subject to a maximum cost per year. The
contract may be terminated for "cause" immediately or by the employee on 90 days
prior written notice. The contract may also be terminated by the Company in
which event the employee will be paid termination compensation for 180 days.

For the fiscal year ending March 31, 2000, the Company anticipates paying
aggregate direct remuneration (based on current salaries and anticipated
bonuses) of approximately $475,000 to all officers as a group (three persons) of
which Mr. Ferraro and Mr. Lerman will each be paid approximately $175,000 and
Mr. Lieberman will be paid approximately $125,000.

During the fiscal year ended March 31, 1999, $4,000 in directors' fees was
paid to the Company's one director who is not an officer or employee, Anthony C.
Mirabella. It is anticipated that the one director/nominee who is not an officer
or employee will be paid approximately $6,000 in directors' fees in the fiscal
year ending March 31, 2000.

Incentive Stock Options

1992 Incentive Stock Option Plan. On December 16, 1991, the Company's
stockholders approved the adoption of the Company's 1992 Incentive Stock Option
Plan (the "1992 Plan") reserving 500,000 shares of the Company's Common Stock
for issuance pursuant to ISOs which may be granted under the 1992 Plan at
exercise prices at least equal to 100% of the fair market value of the Common
Stock on the date of the effective date of the grant of the option. At November
15, 1999 no 1992 Plan ISOs were outstanding.

No options under the 1992 Plan were granted in fiscal year ended March 31,
1999. The 1992 Plan will expire on December 31, 2001.

Non-Qualified Stock Incentive Plan

1990 Non-Qualified Stock Incentive Plan. The Company's 1990 Non-Qualified
Stock Incentive Plan ("1990 Plan") expired on January 1, 1999. No stock
incentives were issued under the 1990 Plan in fiscal year ended March 31, 1999.

1995 Stock Options. On May 15, 1995, the Company's Board of Directors
approved the adoption of the 1995 Stock Options ("1995 Options") reserving
4,920,000 shares of the Company's Common Stock for issuance in the form of stock
options. The purchase price for the exercise of shares subject to the options
equaled the fair market value

Thermodynetics, Inc. Proxy Statement
Page 6

("FMV") of the shares of common stock of the Company on the effective date of
the option, May 19, 1995. There are 590,000 options currently reassignable to
members of the management team pro rata in accordance with their terms; the
Company anticipates reassigning such options on or before December 31, 1999. The
expiration date of the options is September 30, 2002. See also Aggregated
Exercises and Certain Transactions.

Option Grants in Last Fiscal Year. No options were granted in the last
fiscal year. However, 590,000 of the 1995 Options were reassigned to members of
the management team pro rata in accordance with their terms. The 590,000 options
were reassigned such that 268,182 were reassigned to Mr. Lerman, 268,182 were
reassigned to Mr. Ferraro, 20,114 were reassigned to Mr. Lieberman, 6,704 were
reassigned to Mr. Mirabella, and 26,818 were reassigned to two other
individuals. The anticipated reassigned options are not included in the
Aggregated Exercises table below.

The compensation values of the stock bonuses received by the named
executive officers and directors of the Company during the last three fiscal
years are reflected in the Summary Compensation Table in the column labeled
"Restricted Stock Awards".

Aggregated Exercises

Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Values.
Options were exercised by certain executive officers of the Company during
fiscal year ended March 31, 1999. See also "1995 Stock Options", "Option Grants
in Last Fiscal Year", and "Certain Transactions". The following table reflects
the aggregated option exercise values at year end held by the executive officers
and directors:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Shares Options at Options at
Acquired FY-End (#) FY-End ($)
Name of on Value Exercisable ("E") Exercisable ("E")
Officer or Director Exercise Realized Unexercisable ("U") Unexercisable ("U")
- --------------------------------------------------------------------------------------------------------

John F. Ferraro 320,000 $21,600 1,680,000 E $113,400 E
Robert A. Lerman 320,000 $21,600 1,680,000 E $113,400 E
Anthony C. Mirabella 0 $ 0 50,000 E $ 3,375 E
Robert I. Lieberman 0 $ 0 150,000 E $ 10,125 E

Employee Retirement Savings Plan

Effective April 1, 1991, the Company adopted the Thermodynetics, Inc.
401(k) Retirement Savings Plan (the "401(k) Plan"). The 401(k) Plan allows
full-time employees of the Company to defer two to fifteen percent of their
earnings on a pre-tax basis through earnings or salary reduction contributions
to the 401(k) Plan. The Company may in its discretion make matching
contributions in the form of Company's common stock equal to a percentage of the
employees' aggregate contributions. Under the 401(k) Plan the board of directors
has the authority in its sole discretion to determine the Company's matching
contribution, if any, for each Plan year. The Company has determined its
matching contributions to the 401(k) Plan for the plan year ending December 31,
1999 will be at the rate of 70% of employee contributions, not to exceed 200,000
shares.

Thermodynetics, Inc. Proxy Statement
Page 7

The compensation value of the 401(k) participation received by the below
listed officers and directors is reflected in the Summary Compensation Table at
the column labeled "Company Contribution to 401(k) Plan". The following table
sets forth the number of shares of Common Stock contributed to the below
referenced persons or groups of persons during the 401(k) Plan year ended
December 31, 1998, Column (1), and for all years from inception of the Plan
through Plan year ended December 31, 1998, Column (2).

Shares Contributed by the
Company and Held in
Name Trust Under 401(k) Plan

Officers and Directors Column (1) Column (2)
---------------------- ---------- -----------
(Aggregate)

John F. Ferraro(a) 4,755 41,875
Robert A. Lerman(a) 10,217 59,468
Robert I. Lieberman -0- 16,939
Anthony C. Mirabella(a) -0- -0-

All officers and directors
as a group(a) (4 persons) 14,972 118,282

Total Matching Contribution 100,000 734,803
to all employees
(32 persons)

- ----------

(a) Trustees of the 401(k) Plan. Excludes the aggregate shares held in
trust by the trustees of the 401(k) Plan for all participating
employees.

Other Plans

The Company does not have any pension or similar plan. See footnotes (1)
and (4) to the cash compensation table as to the Company's employment contracts
with Messrs. Ferraro, Lerman and Lieberman containing disability and termination
payment provisions.

Certain Transactions

During the fiscal year ended March 31, 1999, the Company has not been
engaged in transaction(s) with certain officers, directors, beneficial holders
of more than 5% of its outstanding voting securities and entities with which
they were affiliated. None of the officers and directors of the Company are
engaged in businesses competitive to the business of the Company. The Company's
transactions with these individuals and entities in the fiscal year most
recently ended are described below.

With Directors and Officers, and Related Persons. A total of 590,000 of the
1995 stock options were reassigned to the management team pro rata in accordance
with their terms; the Company reassigned such options in August, 1999. See "1995
Stock Options" and "Option Grants in Last Fiscal Year."

In August 1998, the Company invested $100,000 in a Belgian pharmaceutical
company. In October 1998 the Company declined to increase its investment. In
December, 1998 the Company's three directors, Messrs. Lerman, Ferraro, and
Mirabella, along with Kenneth B. Lerman, an attorney who provides legal services
to the Company and is the son of one of the directors, each participated in a
further investment on an individual basis; such persons invested on terms less
favorable than that of the Company.

Indebtedness of Management - At March 31, 1999 no member of management was
indebted to the Company in excess of $60,000.

Thermodynetics, Inc. Proxy Statement
Page 8

Legal Proceedings

There are no material legal proceedings known or threatened against the
Company.

Information Concerning Independent Public Auditors

The firm of DiSanto Bertoline & Company, P.C., certified public
accountants, audited the consolidated financial statements of the Company and
its subsidiaries for the fiscal year ended March 31, 1999. DiSanto Bertoline &
Company, P.C. was first appointed to serve as the Company's auditors in
February, 1991. Representatives of such firm are not expected to be present at
the Annual Meeting of Stockholders.

Stockholder Proposals for Next Annual Meeting

Under current rules of the Securities and Exchange Commission, stockholders
wishing to submit proposals for inclusion in the Proxy Statement of the Board of
directors for the 1999 fiscal year end Annual Meeting of Stockholders must
submit such proposals so as to be received by the Company at 651 Day Hill Road,
Windsor, Connecticut 06095 on or before July 1, 2000.

Form 10-KSB Annual Report

A copy of the Company's Annual Report on Form 10-KSB for the year ended
March 31, 1999 as filed with the Securities and Exchange Commission may be
obtained by any stockholder entitled to vote at the January 13, 2000 Annual
Meeting of Stockholders by addressing a written request to the Secretary,
Thermodynetics, Inc., 651 Day Hill Road, Windsor, Connecticut 06095.

OTHER MATTERS

Management does not know of any other matters which are likely to be
brought before the Meeting. However, in the event that any other matters
properly come before the Meeting, the persons named in the enclosed proxy will
vote said proxy in accordance with their judgment on said matters.

By Order of the Board of Directors

Thermodynetics, Inc.

Robert A. Lerman
President

Windsor, Connecticut 06095
November 19, 1999

Thermodynetics, Inc. Proxy Statement
Page 9

PROXY THIS PROXY IS SOLICITED HALF OF THE BOARD OF DIRECTORS PROXY

Please Sign and Return this Proxy Promptly
THERMODYNETICS, INC.

Annual Meeting of Stockholders - January 13, 2000

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints John
F. Ferraro and Robert A. Lerman, or any one of them acting in the absence of the
other, as attorneys and proxies of the undersigned with full power of
substitution, for and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Stockholders of Thermodynetics, Inc., a
Delaware corporation, to be held at the Company's principal offices at 651 Day
Hill Road, Windsor, Connecticut 06095 at 9:30 A.M. (EST) on Thursday, January
13, 2000 and at any adjournments thereof, and to vote all shares of stock of
said Company standing in the name of the undersigned with all the powers which
the undersigned would possess if personally present at such meeting. The
undersigned directs that this Proxy be voted as follows:

1. To elect three (3) directors (Proposal One).

FOR |_| all nominees listed below WITHHOLD AUTHORITY |_|
(except as marked to the contrary below) (to vote for all nominees
listed below)

Nominees: John F. Ferraro, Robert A. Lerman, Anthony C. Mirabella

If it is desired to withhold authority to vote for any individual
nominee, check the FOR box above and strike out the name of the
nominee for whom you desire to withhold voting authority.

2. In their discretion, on all other matters that may properly come before the
meeting.

AUTHORITY GRANTED |_| AUTHORITY WITHHELD |_|
(Continued and to be signed
on other side)

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE GIVEN FOR
ANY ITEM, THIS PROXY WILL BE VOTED FOR THAT ITEM. DISCRETIONARY AUTHORITY IS
HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN
PERSON IF THEY SO DESIRE.

Dated:______________________1999/2000

_____________________________________

_____________________________________
(Signature of Stockholder)

Please sign exactly as name appears on
this Proxy. If shares are registered in
more than one name, the signatures of
all such persons are required. A
corporation should sign in its full
corporate name by a duly authorized
officer, stating his title. Trustees,
guardians, executors and administrators
should sign in their official capacity,
giving their full title as such. If a
partnership, please sign in partnership
name by authorized person.

PLEASE SIGN AND RETURN THIS PROXY PROMPTLY
No postage is required if returned in the enclosed envelope and mailed
in the United States
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS