SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C.  20549

                               FORM 10-K/A-1
   
[X]  Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 For the fiscal year ended June 30, 1997

                          Commission File Number:  0-16375

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

             DELAWARE                               94-3018487
   (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)             Identification No.)

        3146 GOLD CAMP DRIVE,  RANCHO CORDOVA, CA          95670
       (Address of principal executive offices)          (Zip code)

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

     Securities registered pursuant to section 12(b) of the Act: NONE

     Securities registered pursuant to section 12(g) of the Act:

                                               Name of each exchange
     TITLE OF EACH CLASS                       ON WHICH REGISTERED

 Common Stock, $.001 Par Value Per Share      Nasdaq SmallCap Market

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 if disclosure  or delinquent filers pursuant to Item
405 of Regulation S-K is not contained  herein,  and will not be contained,
to  the  best  of  the  registrant's  knowledge, in  definitive  proxy  or
information statements incorporated by reference in part  III  of this Form
10-K or any amendment of this Form 10-K.  X

The  aggregate  market value of the voting stock held by non-affiliates  of
the registrant based on the closing sale price on September 25, 1997 was
$53,558,540.

The number of shares of the registrant's common stock, $.001 par value,
outstanding on June 30, 1997 was 15,864,769.

                DOCUMENTS INCORPORATED BY REFERENCE: None.



                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(A)  CORPORATE DIRECTORS

The following is the business background for the directors of the Company:

PHILIP  H. COELHO was named President of the  Company  on  September  1989.
From October  1986  to  September  1989,  Mr. Coelho was Vice President and
Director  of  Research,  Development  and Manufacturing.   Mr.  Coelho  was
President  of  Castleton,  Inc.  from  October  1983  until  October  1986.
Castleton developed and previously licensed  the  Insta  Cool Technology to
the  Company.   Mr. Coelho has a Bachelor of Science degree  in  Mechanical
Engineering from  the  University of California, Davis, and is the inventor
or co-inventor on all of the Company's patents.

CHARLES DE B. GRIFFITHS  was  elected to the Board of Directors in December
1989 and became Director of International  Sales  in January 1990.  He is a
Chartered Accountant and holds a degree in Economics from the University of
Manchester, U.K.  From January 1980 until December 1987 he was the Managing
Director of a number of successful overseas manufacturing  subsidiaries  of
the   Cloride  Group,  including  a  $25,000,000  joint  venture  with  the
government  of Egypt which he steered to profitability in its first year of
operation.  In  his  last  appointment with Cloride he was in charge of the
Scandinavian manufacturing operations based in Denmark and was concurrently
responsible  for  all  European   automotive   marketing  activities.   Mr.
Griffiths  is  an  internationally  oriented businessman  with  appropriate
experience in industrial marketing and manufacturing enhanced by studies at
Harvard and Cranfield Business Schools.  He conducted a consulting practice
in the United Kingdom from January 1988 until December 1989.

WALTER J. LUDT, III rejoined the Company as its Chief Operating Officer and
Vice President in February 1995.  From  March 1994 until February 1995, Mr.
Ludt was a consultant (acting Chief Financial  Officer)  to  the  Omohundro
Company,  a  manufacturer  of state of the art carbon fiber spars for  sail
boats, where he was instrumental  in  raising  $5,000,000  in  capital  and
restructuring  $2,500,000  in  bank debt.  From June 1992 to February 1994,
Mr.  Ludt  was  Vice  President  and  Chief  Financial  Officer  of  Protel
Technology, a developer and marketer  of  sophisticated EDA software. Prior
to  June  1992,  Mr.  Ludt  was a Director, Chief  Financial  Officer,  and
Secretary of the Company.  Mr.  Ludt  holds a Bachelor of Science Degree in
Business/Accounting from California State University at Long Beach.

PATRICK MCENANY has been the President  of  Royce  Laboratories  since June
1991   and  its  Chairman  since  February  1994.   In  April  1997,  Royce
Laboratories merged with and became a subsidiary of Watson Pharmaceuticals,
Inc.   Mr. McEnany continues to serve as President of Royce Laboratories as
well as  the V.P. of Corporate Development for Watson Pharmaceuticals, Inc.
From 1973  to 1985,  Mr. McEnany was the President, Chief Executive Officer
and Chief Financial  Officer of Zenex Synthetic Lubricants, Inc. ("Zenex"),

                                - 2 -


a company engaged in the distribution of synthetic lubricants.  In February
1985, Zenex merged with  Home  Intensive  Care, Inc. ("HIC"), a provider of
home infusion therapy services and Mr. McEnany  continued  to  serve  as  a
director  and  chairman of the audit committee until HIC was acquired by WR
Grace & Co. In 1993.   From  December  1984  through 1991, Mr. McEnany also
served as the President of Equisource Capital,  Inc.,  a consulting company
in  the  areas  of corporate finance and investment banking.  He  currently
serves  as Vice Chairman  and  director  of  the  National  Association  of
Pharmaceutical  Manufacturers. Mr. McEnany was a director of the Company in
1991.

HUBERT E. HUCKEL,  M.D.  currently  serves  as  a  member  of  the Board of
Directors  of  Sano  Corp., a Florida based company active in the field  of
transdermal  delivery  systems   for  prescription  drugs,  and  for  Titan
Pharmaceuticals,   a   South   San  Francisco   based   company   providing
biotechnology  products  for the treatment  of  neurological  diseases  and
malignacies.  In 1964, Dr. Huckel joined Hoechst A.G., a Frankfurt, Germany
based  chemical-pharmaceutical  company  ranking  in  the  top  5  of  such
companies world wide.  Dr. Huckel later moved to Hoechst US subsidiaries in
1966 where  he  held various operations and executive management positions,
advancing to Chairman of Hoechst Roussel Pharmaceutical, Inc., president of
the Life Sciences  Group,  and member of the Executive Committee at Hoechst
Celanese Corp., a Fortune 100  company.   Dr.  Huckel  earned  his  medical
degree from the University of Vienna, Austria, in 1956.

     BOARD MEETINGS

During the fiscal year ended June 30, 1997, the Board took action 24 times,
by meeting or consent. All directors were either present at the meeting  or
consented  in  writing to the action.  The Compensation Committee also took
action on 4 occasions, by meeting or consesnt, during the fiscal year ended
June 30, 1997.   All  members of the Compensation Committee were present or
consented to the actions in writing.  The Audit Committee met once, and all
members of that committee were present at the meeting.

     BOARD COMMITTEES

The Company currently has a Compensation Committee, an Executive Committee,
and an Audit Committee.

The Audit Committee coordinates and oversees the Company audit performed by
outside auditors.  The  Audit  Committee  currently  consists  of  two non-
employee directors, Patrick McEnany and Dr. Hubert Huckel.

The  Compensation Committee reviews and approves the executive compensation
policies  and determines employee option grants.  Following the fiscal year
end, the Compensation  Committee  members  were  Patrick McEnany and Hubert
Huckel, the Company's two outside directors.

The Executive Committee was re-created and established  just  prior  to the
fiscal  year  ended  June  30,  1997.   The Executive Committee members are
Philip H. Coelho and Patrick McEnany.  The  Executive Committee assists the

                                  - 3 -

Chief  Executive  Officer and management with efforts  to  increase  sales,
implement manufacturing  and  budgeting controls, and other operational and
investment banking matters.  The  Executive  Committee  reports directly to
the full Board for actions.


     DIRECTORS COMPENSATION

All directors who are not employees of the Company are paid a fee of  $1000
per  Board meeting attended in person ($500 for  attendance  by  telephonic
conference).   In  addition, members of the Board's  Compensation Committee
receive $500 per meeting  in  person  ($250  for  attendance  by telephonic
conference)  and  options  to  purchase  4,000 shares of common stock  upon
completion  of  each full year of service on  the  Compensation   Committee
pursuant to the Amended  1994  Stock  Option Plan. Members of the Audit and
Executive  Committees  receive  $500  per  meeting   in  person  ($250  for
attendance by telephonic conference).



(B)  CORPORATE OFFICERS

The  following  table  sets  forth  certain  information  with  respect  to
executive officers and certain key employees of the Company.


NAME             POSITIONS WITH THE COMPANY                AGE        SINCE

Philip H. Coelho President, and Chief Executive Officer     53        1989{(1)}

Charles de B.
 Griffiths       V.P. Marketing, Secretary and Director     47        1990

Walter J. Ludt   C.O.O., V.P., and C.F.O.                   53        1995{(2)}

David C. Adams   V.P. Business Development                  39        1996
                  and General Counsel

Michael Zmuda
    PhD, RAC     V.P. Regulatory Affairs                    59        1997
                  and Quality Systems


KEY EMPLOYEES

Roger Kane      Director of Research and Development        49        1996

Renee Ruecker   Director of Finance                         33        1997

NOTES TO TABLE
{(1) }Prior to becoming President, Mr. Coelho served  as Vice President and
     Director of Research, Development and Manufacturing  from October 1986
     to September 1989.

{(2) }Mr. Ludt previously served as Chief Financial Officer,  Secretary and
     Treasurer of the Company prior to June 1992.

                               - 4 -


Executive officers are elected annually by the Board of Directors and serve
at  the pleasure of the Board.  Messrs. Coelho, Ludt, Griffiths  and  Adams
have  entered  into  employment agreements with the Company which expire in
1999.  There is no family  relationship  between  any  of  the officers and
directors.  Mr.  Coelho  is a member of the Board of Directors  of  Patient
Education Media, Inc.  Mr.  McEnany  is  currently  a   member of the Royce
Laboratories  Board  of  Directors.  Dr.  Huckel  is a member of  the  Sano
Corporation and Titan Pharmaceuticals, Inc. Board of Directors.


The biographies of Messrs. Coelho, Griffiths and Ludt  can  be  found above
under the description and background for the directors of the Company.  The
following  is  the  business background and relevant information about  the
Company's other executive officers and key employees:


DAVID C. ADAMS  joined  the  Company at the end of November 1996 as General
Counsel,  and  filled the newly  created  position  of  Vice  President  of
Business Development.   Prior  to  joining  the  Company,  Mr. Adams was in
private practice representing public and private corporations  in the areas
of intellectual property, corporate finance, mergers and acquisitions,  and
regulatory  matters.   Mr.  Adams  received  his Bachelor of Arts Degree in
Psychology,  with  High  Distinction,  from  the  University  of  Colorado,
Colorado Springs in 1984, and his Juris Doctorate,  with  Distinction, from
the University of the Pacific, McGeorge School of Law in 1988.


MICHAEL  ZMUDA  joined  the Company in February 1997 as V.P. of  Regulatory
Affairs and Quality Systems.   After  serving  as  Assistant  Professor  of
Pharmacology  at  Southern  Illinois University School of Medicine for five
years, Dr. Zmuda worked at Baxter-Travenol  Laboratories, CD Medical, Inc.,
and American Sterilizer Company ("AMSCO"). Prior  to  joining  the Company,
Dr. Zmuda held the position of Director of Regulatory Affairs at AMSCO from
1989  through  1996  when  AMSCO merged with Steris Corporation. Dr.  Zmuda
received his Bachelor of Arts  Degree  in  Psychology   in  1969,  and  his
Physical  Doctorate  in  Pharmacology  in 1975, both from the University of
Minnesota.


ROGER KANE, prior to joining the Company  in December 1996, Mr. Kane worked
as  the Director of Product Development and  Manufacturing  for  Integrated
Surgical  Systems,  a  position  he  had held since 1994. From 1993 through
1994, Mr. Kane was a private Consultant  to  a  start-up  business that had
designed  a proprietary anesthesia delivery system, and from  1986  through
1993, Mr. Kane  served  as  V.P. of Engineering for Bear Medical Systems in
Southern California.  Mr. Kane  received  his Bachelor of Science Degree in
Electrical Engineering from Ohio State University  in  1970 and his Masters
Degree in Business Administration from the University of Wisconsin in 1984.

                                - 5 -

RENEE M. RUECKER joined the Company in August 1997 as Director  of Finance.
Prior  to  joining  the Company, Ms. Ruecker was a manger in the Audit  and
Business Advisory Department at Price Waterhouse LLP.  Her clients included
a  number  in  the science  and  health  industries.   A  Certified  Public
Accountant, Ms. Ruecker received her Bachelor of Science Degree in Business
Administration from the California Polytechnic State University in San Luis
Obispo.


     CERTAIN LEGAL PROCEEDINGS

Except for Mr. McEnany,  none  of  the  executive officers or directors has
been involved in any material legal proceeding  within the past five years.
While  Chairman  and President of Royce Laboratories  (1991  -  1997),  Mr.
McEnany responded  to a formal investigation by the Securities and Exchange
Commission  against Royce  Laboratories  and  its  officers  and  directors
related to certain of Royce Laboratories' disclosure in February 1993.  The
matter was resolved  in  May  1996  when Royce Laboratories and Mr. McEnany
entered into a settlement with the SEC, without admitting or denying that a
violation of the securities laws had  occurred.  As part of the settlement,
Royce  Laboratories  and  Mr.  McEnany  consented  to  a  civil  injunction
requiring that they comply with the federal  securities laws in the future.
The Company does not believe that the substance  of  the  consent decree or
the  injunction  will  affect  Mr. McEnany's ability as a director  of  the
Company.








                            THERMOGENESIS CORP.

                                Signatures


In accordance with section 13 or section 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


THERMOGENESIS CORP.



S/                                            Dated: October 15, 1997
By: Philip H. Coelho,
President and Chief Executive Officer



In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and
on the dates indicated.



S/                                            Dated: October 15, 1997
By: Philip H. Coelho,
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)



S/                                            Dated:  October 15, 1997
By: Walter J. Ludt, III
Chief Operating Officer
(Principal Operating Officer)