8-K

                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

EX-1

                        THERMOGENESIS CORP.
                    PLACEMENT AGENCY AGREEMENT


                              as of October ___, 1996


Allen & Company Incorporated
711 Fifth Avenue
New York, New York  10022

Gentlemen:

          THERMOGENESIS  CORP.  (the  "Company"),  a  Delaware corporation,
hereby confirms its agreement with you as follows:

          1.   THE  OFFERING.   The  Company  is  offering to  persons  who
qualify as "accredited investors", as that term is  defined in Regulation D
under  the  Securities  Act  of  1933  as amended (the "Act"),  Units  (the
"Units"), each Unit consisting of two (2)  shares  of  the Company's Common
Stock   (the   "Common   Stock")   and  a  Common  Stock  Purchase  Warrant
(collectively, the "Warrants") to purchase  one  (1) share of the Company's
Common Stock at a price per Unit to be agreed upon  by  you and the Company
prior to the consummation of the sale of the Units.   The  foregoing  offer
and  sale  of  the Units is hereinafter referred to as the "Offering".  The
Offering will consist  of the sale of a minimum of 650,000 Units on a "best
efforts", all or none basis,  and  up  to  an additional 650,000 Units on a
"best efforts" basis for an aggregate of 1,300,000 Units.  The Company may,
in its discretion, however, accept subscriptions  for  more  than 1,300,000
Units.

          1.   APPOINTMENT OF PLACEMENT AGENT.  You are hereby appointed as
a  placement  agent  of  the  Company  (the  "Placement Agent") during  the
Offering  Period  (as  defined  herein) for the purpose  of  assisting  the
Company in identifying qualified  Purchasers  as  described in the Offering
Materials (the "Purchasers").  The "Offering Period"  shall commence on the
date the Offering Materials are first made available to  you by the Company
for  delivery  in  connection  with  the  Offering  and shall terminate  on
November 30, 1996 unless extended by agreement between  you and the Company
to a date no later than December 18, 1996.  You hereby accept  such  agency
and  agree  to assist the Company in identifying qualified Purchasers on  a
"best efforts"  basis.   Your agency hereunder may not be terminated by the
Company, except upon termination  of  the  Offering.  It is understood that
the offering and sale of the Units is intended  by all parties to be exempt
from  the  registration requirements of the Act pursuant  to  Section  4(2)
thereof and  the  rules  and  regulations  (including  Regulation D) of the
Securities   and   Exchange   Commission   thereunder   (the   "Rules   and
Regulations").

          1.   OFFERING MATERIALS.  The Company has prepared and  delivered
to the Placement Agent a reasonable number of copies of a Private Placement
Memorandum  dated  October __, 1996 (the "Memorandum") and the supplemental
documents referred to  therein relating to, among other things, the Company
and the Offering.  The memorandum,  including  all  documents  delivered in
connection  therewith,  is  referred to herein as the "Offering Materials,"
except that if the Offering Materials shall be supplemented or amended, the
term "Offering Materials" shall  refer  to  the  Offering  Materials  as so
supplemented  or amended from and after the time of delivery to you of such
supplement or amendment.

          1.   CLOSING; DELIVERY; PLACEMENT FEES.

               (a)   It is anticipated that the closing of the purchase and
sale  of  the  minimum  Units   (the   "Closing")   shall   take  place  on
_____________, 1996 or, such other date no later than December  18, 1996 as
shall  be  determined  by the Company after consultation with the Placement
Agent (the "Closing Date").

               (a)  On or  prior to the Closing Date the Company shall have
received  on  behalf of each Purchaser  (i)  two  executed  copies  of  the
Purchase Agreement  to  be  entered  into  by  the  Company and each of the
Purchasers  identified  and  introduced by the Placement  Agent  purchasing
Units  in  the  form  delivered  to  the  Placement  Agent  (the  "Purchase
Agreement"), (ii) the full purchase price of the Units which such Purchaser
is  to  purchase,  and (iii) such other  documents  as  the  Company  shall
reasonably request from  each  Purchaser.  As soon as practicable after the
Closing  Date,  the  Company  will deliver  or  cause  to  deliver  to  the
Purchasers certificates representing  the Units purchased by them and other
documents as set forth in the Purchase Agreements.

               (a)  (i) On or prior to  the Closing Date, the Company shall
pay or cause to be paid to the Placement  Agent  a  placement  fee equal to
eight  percent  (8%)  of the gross proceeds of all Units sold to Purchasers
identified and introduced  to  the  Company  by  the Placement Agent in the
Offering.

                    (ii) In addition to the placement  fee  provided for in
section (c)(i) above, on or prior to the Closing Date, the Placement  Agent
shall be entitled to a management fee consisting of (A) a fee equal to  two
percent  (1%)  of  the  gross  proceeds  of all Units sold in the Offering,
irrespective of whether the Purchasers have  been identified and introduced
by the Placement Agent to the Company and (B)  warrants to purchase 100,000
shares  of Common Stock containing the same terms  and  conditions  as  the
Warrants  and  represented  by the Warrant Certificate substantially in the
form attached hereto as Exhibit A.

                    (iii)  The  Company shall reimburse the Placement Agent
for its out of pocket expenses as  provided in Section 6(c) hereof, against
the presentation of bills therefor.

               (a)  The Placement Agent  shall  deliver  to  the Company at
Closing   a  certificate  of  an  officer  confirming  that  the  following
representations  are  true and correct as of the Closing Date and as of the
date of acceptance of each subscription by the Company:

                    (i)   The Placement Agent is a member of the NASD and a
broker-dealer registered as  such  under  the  Securities  Act of 1934 (the
"1934  Act")  and  under  the  securities  laws of each state in which  the
Placement  Agent  offers  Units  which requires  the  registration  of  the
Placement Agent as a broker dealer;

                    (ii)  The Placement  Agent  has  offered  the  Units in
accordance with the applicable provisions of the 1933 Act in a manner so as
to preserve the exemption from registration as provided in Section 4(2)  of
the  Act  and  Regulation  D  thereunder,  and  has not knowingly taken, or
omitted to take, an action in connection with such  offering of Units which
would cause the offering not to be made in compliance  with Section 4(2) of
the Act and Regulation D thereunder; and

                    (iii)  The Placement Agent has not offered the Units in
any  jurisdiction  until the Company or the Placement Agent's  counsel  has
advised it that such  offers of Units would be exempt from the registration
or qualification requirements  of  such  jurisdiction or that the necessary
action has been taken to register or qualify  the  Units  for  sale in such
jurisdiction.


          1.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The  Company
hereby  confirms for the benefit of the Placement Agent the representations
and warranties made in the Purchase Agreement(s) by it to the Purchasers of
Units, and  hereby  further represents and warrants that this Agreement has
been duly authorized,  executed and delivered on behalf of the Company, and
constitutes a valid and  binding  agreement  of the Company, enforceable in
accordance with its terms, except as rights to  indemnity  or  contribution
hereunder may be limited by Federal or state securities laws.

          1.   COVENANTS OF THE COMPANY.  The Company covenants  and agrees
with the Placement Agent that:

               (a)  The Company will notify you of any event of which it is
aware  and  as  a  result of which the Offering Materials would include  an
untrue statement of  a  material  fact  or  omit to state any material fact
necessary to make the statements therein not  misleading;  and  it will not
use  any  amendment or supplement to the Offering Materials until you  have
given your  consent  to  such  amendment  or  supplement.  The Company will
conduct the Offering in compliance with Section  4(2)  of  the  Act and the
Rules  and  Regulations  and  all  applicable  state  securities  laws  and
regulations.

               (a)  The  Company  will  use its best efforts to qualify the
Units for offer and sale under the Blue Sky  or  securities  laws  of  such
jurisdictions  as  you may designate and to continue such qualifications in
effect for so long as may be required for purposes of the private placement
of the Units, except  that  the Company shall not be required in connection
therewith or as a condition thereof  to qualify as a foreign corporation or
to execute a general consent to service of process in any State.

               (a)  The Company covenants  and  agrees  with  you  that the
Company  will  pay all expenses, fees and taxes in connection with (i)  the
preparation of the  Offering Materials and all other documents delivered to
prospective investors,  (ii)  the furnishing of the opinions of counsel for
the Company and other closing documents  and (iii) the qualification of the
Units for offer or sale under the securities  laws of such jurisdictions as
you  may  reasonably  designate.   The Company also  agrees  that  it  will
reimburse  you  for your out-of-pocket  expenses  in  connection  with  the
Offering,  including   the   reasonable  fees  and  expenses  of  Werbel  &
Carnelutti, counsel to the Placement Agent, PROVIDED that such reimbursable
out-of-pocket expenses shall not exceed $50,000 without the Company's prior
written consent.

               (a)  The Company  agrees  to  cooperate  with  the Placement
Agent  and  counsel  to  the  Placement  Agent  with  respect to their  due
diligence investigation.

          1.   REPRESENTATIONS, WARRANTIES AND COVENANTS  OF  THE PLACEMENT
AGENT.  The Placement Agent represents, warrants and covenants as follows:

               (a)  This Agreement has been duly executed and delivered  by
the  Placement  Agent and constitutes a valid and binding obligation of the
Placement Agent,  enforceable  against  it  in  accordance  with its terms,
except as rights to indemnity or contribution hereunder may be  limited  by
federal or state securities laws.

               (a)  The  Placement Agent will not make an offer of Units by
any form of general solicitation  or  general  advertising  in violation of
Rule 502(c) of Regulation D.  The Placement Agent will use best  efforts to
ensure  that  the Units are offered only to "accredited investors" as  that
term is defined in Rule 501(a) promulgated under the Act.

               (a)  The   Placement  Agent  shall  deliver  copies  of  the
Offering Materials, together  with  any  amendments or supplements, to each
Purchaser prior to investment.  The Placement  Agent  shall  not deliver to
any  offeree without the consent of the Company any information  concerning
the Offering other than the documents contemplated to be delivered hereby.

               (a)  The  Placement  Agent  will  not  offer  Units  in  any
jurisdiction until the Company or the Placement Agent's counsel has advised
it  that  such  offers  of  Units  would be exempt from the registration or
qualification  requirements  of such jurisdiction  or  that  the  necessary
action has been taken to register  or  qualify  the  Units for sale in such
jurisdiction.

          1.   CONDITIONS OF PLACEMENT AGENT'S PERFORMANCE.   The  purchase
and  sale  of  the  Units  and  the  obligations  of the Placement Agent as
provided herein shall be subject to the accuracy in  all material respects,
as of the date hereof and the Closing Date (as if made  on  and  as of such
Closing Date), of the representations and warranties of the Company herein,
to  the  performance  in  all  material  respects  by  the  Company  of its
obligations hereunder, and to the following additional conditions:

               (a)  You   shall  have  received  the  opinion  of  Weintrab
Genshlea & Sproul, counsel for the Company in form and substance acceptable
to counsel to the Placement Agent.

               (a)  You shall  have received a certificate, dated as of the
Closing Date, of the Chief Executive  Officer  of the Company to the effect
that:

          (i)  The representations and warranties  of  the  Company in this
     Agreement are true and correct in all material respects  as if made on
     and as of such Closing Date; and the Company has complied with all the
     agreements  and satisfied all the conditions in all material  respects
     on its part to  be  performed or satisfied at or prior to such Closing
     Date; and

          (ii) Except as set  forth  in  the  Offering  Materials or in the
     Purchase  Agreement  and  subsequent  to the date of the  most  recent
     financial statements included with the  Offering  Materials, there has
     not  been any material adverse change in the condition  (financial  or
     otherwise),  business  or results of operations of the Company and its
     subsidiaries taken as a whole.

               (a)  The  Company   shall   have   furnished   to  you  such
certificates, in addition to those specifically mentioned herein, as you or
your  counsel  may  have  reasonably  requested,  as  to  the accuracy  and
completeness  at  such  Closing  Date  (and as of the date of any  accepted
subscriptions subsequent to the Closing  Date)  of  any  statement  in  the
Offering  Materials,  as  to  the  accuracy  at  such  Closing  Date of the
representations and warranties of the Company herein, as to the performance
by  the Company of its obligations hereunder, and as to the fulfillment  of
the conditions concurrent and precedent to the obligations of the Placement
Agent hereunder.

          1.   INDEMNIFICATION.   (a)   The Company will indemnify and hold
harmless the Placement Agent, the directors  and  officers of the Placement
Agent and each person, if any, who controls the Placement  Agent within the
meaning  of  the  Act  against  any losses, claims, damages or liabilities,
joint  or several, to which the Placement  Agent  or  any  such  directors,
officers  or  controlling  persons  may  become  subject,  under the Act or
otherwise,  insofar  as  such  losses,  claims, damages or liabilities  (or
actions in respect thereof) arise out of  or  are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Offering  Materials,  or arise out of or are based  upon  the  omission  or
alleged omission to state  therein  a  material  fact required to be stated
therein or necessary to make the statements therein not misleading; or (ii)
the Company's engagement of Allen & Company Incorporated as Placement Agent
or  any  service the Placement Agent performs for the  Company  or  on  its
behalf pursuant to this Agreement, except to the extent that any such loss,
claim, damage or liability is found by a court of competent jurisdiction in
a judgment that has become final (in that it is no longer subject to appeal
or review)  to  have  resulted directly and primarily from such Indemnified
Person's gross negligence or willful misconduct.  Subject to subsection (c)
below,  the  Company  will  reimburse  the  Placement  Agent  or  any  such
directors, officers or  controlling persons for any legal or other expenses
reasonably incurred by the  Placement Agent or any such directors, officers
or controlling persons in connection  with  investigating  or defending any
such loss, claim, damage, liability or action; provided, however,  that the
Company  will  not  be liable in any case to the extent that any such loss,
claim, damage, liability or action arises out of or is based upon an untrue
statement or alleged  untrue statement or omission or alleged omission made
in the Offering Materials  in  reliance upon and in conformity with written
information  furnished  by  and  with   respect   to  the  Placement  Agent
specifically for use in the preparation thereof.  The  Company shall not be
required  to indemnify the Placement Agent or any such directors,  officers
or controlling  persons  for any payment made to any claimant in settlement
of any suit or claim unless  such payment is approved by the Company, which
approval shall not be unreasonably  withheld  or  delayed.   This indemnity
agreement  will  be  in  addition  to  any liability which the Company  may
otherwise have, but in no event shall an  indemnified  party  receive  more
than the amount of his claim.

               (a)  The  Placement  Agent  will indemnify and hold harmless
the  Company,  its officers and directors and  each  person,  if  any,  who
controls the Company  within  the  meaning  of  the Act against any losses,
claims, damages or liabilities, joint or several,  to which the Company, or
any  such  directors,  officers or controlling persons  may  be  or  become
subject,  under the Act or  otherwise,  insofar  as  such  losses,  claims,
damages or  liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained  in the Offering Materials or arise out of or are based upon
the omission or alleged  omission to state therein a material fact required
to  be stated therein or necessary  to  make  the  statements  therein  not
misleading,  in  each case to the extent, but only to the extent, that such
untrue  statement or  alleged  untrue  statement  or  omission  or  alleged
omission  was  made  in  the  Offering  Materials  in  reliance upon and in
conformity with written information furnished by and with  respect  to  the
Placement  Agent  specifically  for  use  in  the  preparation thereof; and
(subject to subsection (c) below) will reimburse the  Company  or  any such
directors,  officers or controlling persons for any legal or other expenses
reasonably incurred  by  the  Company  or  any  such  director,  officer or
controlling  person in connection with investigating or defending any  such
loss, claim, damage,  liability  or actions.  The Placement Agent shall not
be required to indemnify the Company  or  any  such  directors, officers or
controlling persons for any payment made to any claimant  in  settlement of
any suit or claim unless payment is approved by the Placement Agent,  which
approval  shall  not  be  unreasonably withheld or delayed.  This indemnity
agreement will be in addition  to  any  liability  the  Placement Agent may
otherwise  have,  but in no event shall an indemnified party  receive  more
than the amount of his claim.

               (a)  Promptly  after  receipt  by an indemnified party under
subparagraphs 9(a) or (b) of notice of the commencement  of  any  action or
other  proceeding  (including  governmental  investigations) in respect  of
which indemnity may be sought, such indemnified  party  will, if a claim in
respect  thereof  is to be made against the indemnifying party  under  such
subparagraphs, promptly  notify  the  indemnifying  party in writing of the
commencement thereof; but the omission to so notify the  indemnifying party
will not relieve it from any liability which it may have to any indemnified
party  otherwise  than  under such subparagraph.  In case any  such  action
shall be brought against  any  indemnified  party,  and  it  shall promptly
notify the indemnifying party of the commencement thereof, the indemnifying
party  will be entitled to participate in, and, to the extent that  it  may
wish, assume  and control the defense thereof with counsel chosen by it and
after notice from  the  indemnifying party to such indemnified party of its
election so to assume and  control  such defense with counsel chosen by it,
it shall bear all expenses of such defense.   Any  such  indemnified  party
shall  have the right to employ separate counsel in any such action and  to
participate  in  the  defense  thereof,  but  the fees and expenses of such
counsel shall be at the expense of such indemnified party unless:

          (i)  the  indemnifying party has agreed  to  pay  such  fees  and
     expenses; or

         (ii) the indemnifying  party  shall  have  failed  to  assume  the
     defense  of  such  action  or proceeding and employ counsel reasonably
     satisfactory  to  such  indemnified   party  in  any  such  action  or
     proceeding; or

        (iii) the named parties to any such action or proceeding (including
     any impleaded parties) include both such  indemnified  party  and  the
     indemnifying party, and such indemnified party shall have been advised
     by  counsel  that there may be one or more legal defenses available to
     such party which  are  different from or additional to those available
     to the indemnifying party  (in  which  case, if such indemnified party
     notifies the indemnifying party in writing  that  it  elects to employ
     separate  counsel  at  the  expense  of  the  indemnifying party,  the
     indemnifying party shall not have the right to  assume  the defense of
     such action or proceeding on behalf of such indemnified party).

          The indemnifying party shall not, in connection with any one such
action  or  proceeding  or  separate  but substantially similar or  related
actions or proceedings in the same jurisdiction  arising  out  of  the same
general allegations or circumstances, be liable for the reasonable fees and
expenses  of  more than one separate firm of attorneys at any time for  the
indemnified party,  which  firm  shall  be  designated  in  writing  by the
indemnified party.

          1.   CONTRIBUTION.   In  order  to  provide  for  contribution in
circumstances in which the indemnification provided for in Section  9(a) or
9(b)  hereof is for any reason held to be unavailable to any party entitled
to such  indemnification,  each  indemnifying party shall contribute to the
amount paid or payable by such indemnified  party  as  a  result of losses,
claims,  damages  and  liabilities  of  the  nature  contemplated  by  such
indemnification provisions (including any investigation,  legal  and  other
expenses  incurred  in  connection with, and amounts paid in settlement of,
any action, suit or proceeding or any claims asserted) to which the Company
and the Placement Agent may  be  subject,  in  such proportions so that the
Placement Agent is responsible for that portion in each case represented by
the percentage that the respective placement fee  appearing in Section 4(c)
of this Agreement bears to the offering price of the Units, and the Company
is responsible for the remaining portion; provided, however, that no person
guilty  of fraudulent misrepresentation shall be entitled  to  contribution
from any  person  who  was not guilty of such fraudulent misrepresentation.
For purpose of this Section  10,  each  person,  if  any,  who controls the
Placement Agent within the meaning of Section 15 of the Act  shall have the
same  rights  to  contribution as the Placement Agent, and each person,  if
any, who controls the  Company within the meaning of Section 15 of the Act,
each officer of the Company and each director of the Company shall have the
same right to contribution  as  the  Company,  subject  in each case to the
prior  sentence.  Any party entitled to contribution will,  promptly  after
receipt of notice of commencement of any action, suit or proceeding against
such party  in  respect  of  which  claim  for  contribution may be sought,
promptly notify the other party or parties in writing  of  the commencement
thereof,  but  the  omission to so notify such party or parties  shall  not
relieve the party or  parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than under this
Section 10.  No party shall  be liable for contribution with respect to any
action or claim settled without its consent.

           11. REPRESENTATIONS  AND  AGREEMENTS  TO  SURVIVE DELIVERY.  All
representations,  warranties  or  agreements  of  the  Company  or  of  the
Placement Agent herein or in certificates delivered pursuant  hereto  shall
remain   operative   and  in  full  force  and  effect  regardless  of  any
investigation  made  by  or  on  behalf  of  the  Placement  Agent  or  any
controlling person, the  Company,  or  any  of  its  officers, directors or
controlling persons, and shall survive delivery of the Units.

          12.  PUBLICITY  AND  DISCLOSURE.  Except as may  be  required  by
federal securities laws, no press  release  or  public  disclosure,  either
written  or  oral,  relating  to  the Offering or any matter related to the
Offering shall be made without the prior approval of the Placement Agent.

          14.  TERMINATION.  The Placement  Agent's  obligation  to proceed
hereunder   is   conditioned  upon  its  continuing  judgment  that  market
conditions in general,  and  as  they relate to the Company's securities in
particular, are such as to continue  to  make  appropriate the offering and
sale of the Units in the manner provided for herein.    Notwithstanding the
foregoing, this Agreement shall terminate if the Closing of the sale of the
Units does not take place on or before November 30, 1996,  unless  extended
by  the Company and the Placement Agent as provided herein.  Upon any  such
termination,  (i)  the  Company shall reimburse the Placement Agent for its
out-of-pocket expenses, and pay the reasonable fees and expenses of counsel
to the Placement Agents,  in  each case as provided in Section 6(c) hereof,
and (ii) the obligations of the  parties  set  forth  in  Sections 9 and 10
shall survive termination of this Agreement.

          15.  NOTICE.  All notices or communications hereunder,  except as
herein otherwise specifically provided, shall be in writing and if  sent to
you  shall  be  mailed,  delivered  or telegraphed and confirmed to you c/o
Allen & Company Incorporated, 711 Fifth  Avenue,  New York, New York 10022,
Attn: Mr. Robert C. Miller, with a copy to Werbel &  Carnelutti,  711 Fifth
Avenue, New York, New York 10022, Attn: Robert H. Werbel, Esq., or, if sent
to  the  Company,  at  11431  Sunrise Gold Circle, Suite A, Rancho Cordova,
California 95742, Attn: Chief Executive  Officer  with  a  copy to Weintrab
Genshlea  &  Sproul,  400 Capitol Mall, 11th Floor, Sacramento,  California
95814, Attn: David C. Adams, Esq.

          16.  BENEFITS  OF  THE  AGREEMENT.  This Agreement shall inure to
the benefit of and be binding upon  the Company and the Placement Agent and
their respective successors and assigns.

          17.  APPLICABLE  LAW.   This  Agreement  shall  be  governed  by,
construed and enforced in accordance with the laws of the State of New York
without regard to the conflicts of law provisions thereof.

          18.  COUNTERPARTS.  This  Agreement may be executed in any number
of counterparts, each of which shall  be  deemed  an  original,  and all of
which together shall constitute one and the same instrument.






Allen & Company Incorporated
as of October __, 1996
Page 2


          If  you are in agreement with the foregoing please execute  where
indicated below and return a copy to us for files.

                              Very truly yours,

                              THERMOGENESIS CORP.


                              By:________________________________
                                 Philip H. Coelho
                                 Chief Executive Officer


ALLEN & COMPANY INCORPORATED


By:___________________________
   Name:
   Title:

82153