Registration No. _________
As filed with the Securities and Exchange Commission on April 1, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


            Delaware                                   94-3018487
            --------                                   ----------
 (State or other jurisdiction or          I.R.S. Employer Identification Number)
  incorporation or organization)


                                2711 Citrus Road
                        Rancho Cordova, California 95742
                                 (916) 858-5100
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                Philip H. Coelho
                             Chief Executive Officer
                               THERMOGENESIS CORP.
                                2711 Citrus Road
                        Rancho Cordova, California 95742
                                 (916) 858-5100
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   Copies to:

                              David C. Adams, Esq.
                              Virginia W. Wei, Esq.
                              Bartel Eng & Schroder
                         1331 Garden Highway, Suite 300
                              Sacramento, CA 95833
                                 (916) 442-0400

Approximate date of commencement of the proposed sale to the public:  As soon as
practicable and from time to time after the effective date of this  Registration
Statement.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  Prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]



CALCULATION OF REGISTRATION FEE


                                                                                     
====================================== =============== ================= ================= ===============
                                                            Proposed         Proposed
                                                             maximum          maximum         Amount of
Title of each class of securities to     Amount to be    offering price      aggregate       registration
           be registered                  registered       per share       offering price       fee(1)
====================================== =============== ================= ================= ===============
Common Stock                              2,660,000        $4.135          $10,999,100.00     $1,393.59
-------------------------------------- --------------- ----------------- ----------------- ---------------
Total                                     2,660,000                                           $1,393.59
====================================== =============== ================= ================= ===============


(1) Calculated in accordance  with Rule 457(c) of the Securities Act of 1933, as
amended  ("Securities  Act").  Estimated for the sole purpose of calculating the
registration  fee and based upon the average of the high and low price per share
of our common  stock on March 26,  2004,  as  reported  on the  Nasdaq  SmallCap
Market.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act or until the  registration  statement  shall become  effective on
such date as the Securities and Exchange Commission (the  "Commission"),  acting
pursuant to said Section 8(a), may determine.

The information in this  prospectus is not complete and may be changed.  Selling
stockholders  may not sell these  securities  until the  registration  statement
filed with the Commission becomes effective.  This prospectus is not an offer to
sell these securities and we are not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted or would be unlawful prior
to registration or qualification under the securities laws of any such state.





Subject to completion dated April 1, 2004                             PROSPECTUS



                                2,660,000 shares

                               THERMOGENESIS CORP.

                                  Common Stock


     All of the shares of common stock of THERMOGENESIS  CORP. offered are being
sold by the selling stockholders listed in this Prospectus. The common stock was
issued in a private  placement  completed in March 2004. We will not receive any
proceeds from the resale of any common stock by the selling stockholders.

     Our common stock is traded and listed on the Nasdaq SmallCap Market,  under
the  symbol  "KOOL." On March 26,  2004,  the last  reported  sale price for the
common stock was $4.21.

     Our  principal  executive  offices are located at 2711 Citrus Road,  Rancho
Cordova, California 95742. Our telephone number is (916) 858-5100.


          INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
                          SEE "RISK FACTORS" AT PAGE 2.
                         -------------------------------

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.





                  The date of this Prospectus is April 1, 2004





Table of Contents

Part  I                                                                  Page

Prospectus Summary.........................................................1
Risk Factors...............................................................2
ThermoGenesis Corp.........................................................5
Summary of the Offering....................................................6
Use of Proceeds............................................................6
Plan of Distribution.......................................................6
Selling Stockholders.......................................................7
Indemnification of Directors and Officers.................................10
Transfer Agent............................................................10
Experts...................................................................10
Legal Matters.............................................................10
Where Can You Find More Information.......................................10
Glossary of Certain Technical Terms.......................................12




                               PROSPECTUS SUMMARY

Forward-Looking Statements

     This  Prospectus  contains or  incorporates  "forward-looking  statements,"
which include statements about our business strategy,  our growth strategy,  our
product  development  and  marketing  efforts  and  anticipated  trends  in  our
business,   which  are  not  historical  facts.  We  may  also  make  additional
forward-looking  statements  from time to time in filings  that we make with the
Commission. When we use words like "believe," "expect," "anticipate," "project,"
and  similar   expressions,   this  should  alert  you  that  the  statement  is
forward-looking.  Forward-looking  statements  speak  only as of the date  made,
based largely on expectations.  These  expectations  are generally  subject to a
number  of  risks  and  uncertainties,  some of which  cannot  be  predicted  or
quantified  and which are beyond our control.  Future events and actual  results
may differ materially from the anticipated  results  expressed in,  contemplated
by, or underlying our forward-looking statements. Statements in this Prospectus,
and in documents incorporated by reference into this Prospectus, including those
set forth in the caption "Risk Factors"  describe  factors,  among others,  that
could  contribute  to  or  cause  differences.  In  light  of  these  risks  and
uncertainties,   we  cannot  give  any  assurances   that  the   forward-looking
information will in fact transpire or prove to be accurate in the future.

Our Business

     We design,  manufacture and distribute Food and Drug Administration ("FDA")
and ISO 9001 Compliant  blood  processing  systems - CryoSeal(R)  Fibrin Sealant
("FS")  System  and  BioArchive(R)  System and their  companion  products - that
enable the  manufacture of cell therapy drugs from donor blood.  These "enabling
technologies" are sold into two distinct markets: Blood Banks and Hospital/Wound
Care centers.  Both the CryoSeal and BioArchive  systems consist of an automated
blood processing device,  and dedicated sterile single-use  disposables that our
customers use to manufacture cell therapy and products sourced from single units
of blood. These products include  hematopoietic  stem cells from  placental/cord
blood for bone marrow rescue  transplants  and blood derived  proteins and wound
healing growth factors that provide surgeons with a means of arresting  bleeding
and/or bonding excised tissue together thereby initiating cellular repair of the
excised  tissues.  These  growth  factors are also  reported to  accelerate  the
healing of damaged bones and chronic dermal wounds.

Risk Factors

     For a discussion of considerations  relevant to an investment in our common
stock, see the section entitled "RISK FACTORS" beginning on page 2.

Use of Proceeds

     We will not receive any  proceeds  from the resale of common  shares by the
selling stockholders.

                                       1




                                  RISK FACTORS

     An  investment  in our common stock  involves a number of very  significant
risks.  Because  of  these  risks,  only  persons  able to bear  the risk of and
withstand the loss of their entire investment should invest in our common stock.
Prospective  investors  should also  consider  the  following  before  making an
investment decision.

We have  incurred net losses since our  inception and expect losses to continue.
Except for net income of $11,246 for fiscal  1994,  we have not been  profitable
since our inception.  For the fiscal year ended June 30, 2003, we had a net loss
of $5,603,000, and an accumulated deficit at June 30, 2003, of $54,713,000.  For
the six months ended  December 31, 2003, we had a net loss of $2,462,000  and an
accumulated  deficit of $57,175,000.  The report of independent  auditors on our
June 30, 2003, financial statements includes an explanatory paragraph indicating
there is  substantial  doubt about our  ability to continue as a going  concern.
Although we are  executing on our business  plan to market  launch new products,
continuing  losses will impair our ability to fully meet our  objectives for new
product sales.

We have limited testing data and must complete  further testing  successfully in
order to gain Food and Drug  Administration  approval  required  to  market  our
CryoSeal Fibrin Sealant System in the United States. We are conducting a pivotal
trial of our CryoSeal FS System in the United  States.  Although  these  studies
provide a basis to achieve  regulatory  permission  to promote these systems for
some of the indications  that management  believes can be achieved,  they do not
provide a basis to achieve all of the indications. Further clinical studies must
be  performed.  There  can be no  assurance  that the  clinical  studies  can be
successfully  completed  within our expected time frame and budget,  or that our
products will prove effective in the required  clinical trials. If we are unable
to conclude successfully the clinical trials of our products in development, our
business,  financial  condition  and results of  operations  could be  adversely
affected.

Our failure to develop new products  will  adversely  affect our future  growth.
Historically,  substantially all of our sales have been from products related to
freezing, thawing and storing of blood plasma. Because we expect this segment of
the blood plasma market to have limited growth  potential,  new products for the
biotechnology  market will have to be  successfully  developed  and marketed for
future  growth.  Recently,  the  BioArchive  product line has been a significant
contributor  to our  revenues.  We  are  currently  focused  on  increasing  our
BioArchive  product line revenues and marketing novel blood  processing  systems
such as the CryoSeal FS System for the  automated  production  of  autologous or
allogeneic  blood  components  used as fibrin  sealants.  Although  the CryoSeal
product uses technology related to our core  competencies,  it also represents a
departure from our former core blood plasma  business.  Further,  though we have
had  discussions  with experts in areas of application  for this product,  it is
still in its development  and/or initial market phase. No assurance can be given
that potential  products can be successfully  developed,  and even if developed,
that a market will also develop for them.

Our business is heavily  regulated,  resulting in increased  costs of operations
and delays in product  sales.  Most of our  products  require FDA approval to be
sold in the U.S.  FDA user fees

                                       2


for the review of applications will require  clearance from comparable  agencies
to sell our products in foreign  countries.  These clearances may limit the U.S.
or  foreign   markets  in  which  our  products  may  be  sold  or  circumscribe
applications  for U.S. or foreign markets in which our products may be sold. The
majority of our products  related to freezing  blood  components  are  currently
exempt  from the  requirement  to file a 510(k)  pre-market  application.  These
products are currently marketed and sold worldwide.  Further,  our products must
be manufactured  under principles of our quality system for continued CE Marking
that allows our products to be marketed and sold in Europe, which are similar to
the quality  system  regulations  of both the FDA and  California  Department of
Health. Failure to comply with these quality system requirements and regulations
may subject us to delays in production if deficiencies are found by the FDA, the
State of California or European or other  regulatory  bodies during any audit of
our  quality  system.  We  cannot  assure  you  that we will be  found  to be in
compliance; consequently, we could receive warning letters or even a temporarily
shut down of manufacturing while any non-conforming matters are rectified.

Influence by the government and insurance  companies may adversely  impact sales
of our products.  Our business may be materially  affected by continuing efforts
by government,  third party payers such as Medicare, Medicaid and private health
insurance  plans,  to reduce the costs of  healthcare.  For example,  in certain
foreign  markets the pricing and profit margins of certain  healthcare  products
are subject to government controls. In addition,  increasing emphasis on managed
care in the U.S.  will  continue to place  pressure on the pricing of healthcare
products. As a result, continuing efforts to contain healthcare costs may result
in reduced sales or price reductions for our products. To date, we are not aware
of any direct  impact on our  pricing or  product  sales due to such  efforts by
governments to contain  healthcare costs, and we do not anticipate any immediate
impact in the near future.

Our inability to protect our patents,  trademarks and other  proprietary  rights
could adversely  impact our competitive  position.  We believe that our patents,
trademarks  and other  proprietary  rights are  important to our success and our
competitive  position.  Accordingly,  we  devote  substantial  resources  to the
establishment and protection of our patents,  trademark and proprietary  rights.
We currently hold patents for products,  and have patents pending for additional
products that we market or intend to market.  However,  our actions to establish
and  protect  our  patents,  trademarks  and  other  proprietary  rights  may be
inadequate to prevent  imitation of our products by others or to prevent  others
from claiming  violations of their  trademarks and proprietary  rights by us. If
our products are  challenged as  infringing  upon patents of other  parties,  we
could be  required  to modify  the design of a  product,  obtain a  license,  or
litigate the issue, all of which could have an adverse business effect on us.

Failure to protect our trade secrets may assist our competitors.  We use various
methods, including the use of confidentiality agreements with employees, vendors
and  customers  to protect our trade  secrets and  proprietary  know-how for our
products.  However, such methods may not provide complete protection,  and there
can be no assurance that others will not obtain our know-how,  or  independently
develop  the  same or  similar  technology.  We  prepare  and  file  for  patent
protection on aspects of our  technology  that we think will be integrated  into
final products early in design phases, thereby limiting the potential risks.

                                       3


Competition  in our industry is intense and will likely  involve  companies with
greater  resources  than we have. We hope to develop a competitive  advantage in
the medical  applications of our products,  but there are many  competitors that
are  substantially  larger  and who  possess  greater  financial  resources  and
personnel than we have. Our current principal market is the users of ultra-rapid
blood plasma  freezing  and thawing  equipment  and cord blood banks.  There are
companies  that sell  freezers to the blood plasma  freezing  industry  that are
larger  and  possess  greater  financial  and other  resources  than we do.  The
CryoSeal  System may face  competition  from  major  plasma  fractionators  that
currently  sell fibrin glue sourced  from pooled  plasma  outside the U.S.  With
regard to the BioArchive  System,  numerous larger and  better-financed  medical
device manufacturers may choose to enter this market as it develops.

We have a limited  marketing and sales force for new products that may delay our
goal of increased sales levels.  We currently sell our existing  medical devices
through a direct sales and marketing force and our foreign distribution network.
Although we have entered into exclusive distribution  agreements for our two new
platform  products,  and we continue to seek  strategic  partners,  there are no
assurances that the distributors will produce significant sales of the systems.

Our lack of production  experience may delay producing our new products. We have
manufactured our blood plasma thawers and freezers that are less technologically
sophisticated products since our inception and the BioArchive System since 1998.
Although we have  consolidated  and  redesigned  our  manufacturing  facility to
accommodate  the  BioArchive  System  and the  CryoSeal  System,  we do not have
significant   experience  in  manufacturing   the  CryoSeal  System  or  in  the
manufacture of disposables. There can be no assurance that our current resources
and  manufacturing  facility  could handle a significant  increase in orders for
either the BioArchive  System or the CryoSeal  System.  If we are unable to meet
demand for sales of the new systems, we would need to train additional personnel
or contract with third-party  manufacturers  for the backlog,  and no assurances
can be made that such third-party  manufacturers can be retained, or retained on
terms  favorable  to us and our  pricing  of the  equipment.  Inability  to have
products  manufactured  by third  parties  at a  competitive  price  will  erode
anticipated margins for such products and negatively impact our profitability.

Our new products  are at initial  market  introduction,  and we are not sure the
market  will  accept  them.  The  market  acceptance  of  our  new  products  in
development  will depend  upon the  medical  community  and  third-party  payers
accepting  the  products  as  clinically  useful,  reliable,  accurate  and cost
effective  compared  to  existing  and future  products  or  procedures.  Market
acceptance  will also depend on our ability to adequately  train  technicians on
how to use the CryoSeal  System.  Even if our new product systems are clinically
adopted,  the use may not be recommended by the medical  profession or hospitals
unless  acceptable  reimbursement  from health  care and third  party  payers is
available.  Failure of either of these new systems to achieve significant market
share could have material  adverse effects on our long term business,  financial
condition and results of operation.

                                       4



Failure to keep our key personnel may adversely  affect our operations.  Failure
to retain  skilled  personnel  could hinder our  operations.  Our future success
partially  depends  upon the  continued  services  of key  technical  and senior
management personnel.  Our future success also depends on our continuing ability
to attract,  retain and  motivate  highly  qualified  managerial  and  technical
personnel.  The inability to retain or attract qualified  personnel could have a
significant  negative  effect upon our efforts and thereby  materially  harm our
business and financial  condition.  We have entered into  employment  agreements
with each member of our senior management.  Specifically,  we are dependent upon
the  experience  and  services  of  Philip H.  Coelho,  our  Chairman  and Chief
Executive Officer, and Kevin Simpson, our President and Chief Operating Officer.
We have  obtained key man life  insurance  covering Mr.  Coelho in the amount of
$2,000,000 to mitigate the risk.

Product  liability  and  uninsured  risks may  adversely  affect the  continuing
operations.  We may be liable if any of our products  cause  injury,  illness or
death.  We also may be required to recall  certain of our  products  should they
become  damaged  or if they are  defective.  We are not  aware  of any  material
product  liability  claim against us. Further,  we maintain a general  liability
policy that includes product liability coverage of $1,000,000 per occurrence and
$2,000,000 per year in the aggregate. However, a product liability claim against
us could have a material adverse effect on our business or financial condition.

Dependence  on  suppliers  for  custom  components  may  impact  the  production
schedule.  We  obtain  certain  custom  components  from  a  limited  number  of
suppliers.  If a supplier  raises  the price of the  component  or  discontinues
production,  we may have to find  another  qualified  supplier  to  provide  the
component.  In the  event  that it  becomes  necessary  for us to  find  another
supplier,  we would first be required to qualify the quality  assurance  systems
and product of those  alternative  suppliers.  Any  transfer  between  qualified
suppliers may impact the production schedule,  thus delaying revenues, and could
cause the price of the key components to increase.

                               THERMOGENESIS CORP.

     We  design,   manufacture   and  distribute   micro-manufacturing   systems
consisting of compact robotic devices or automated devices and companion sterile
single-use  disposables  that our customers use to produce products sourced from
single units of blood.  These  biological  products include  hematopoietic  stem
cells for bone marrow rescue  transplants  and blood derived  proteins to assist
surgeons in arresting  bleeding or bonding  tissues.  We have  completed two new
technology platforms  (BioArchive System and the CryoSeal System), each of which
is designed to produce multiple biological products targeted at serious diseases
and  surgical   applications.   We  view  these  two  technology   platforms  as
micro-manufacturing   systems  that  utilize   single  use  sterile   disposable
containers  to produce  biological  products  composed of stem cells,  proteins,
enzymes or growth factors with potential therapeutic  applications for treatment
of serious human disease.  Currently, we are manufacturing several categories of
thermodynamic  devices that are being sold under FDA  clearance to market in the
United States. We continue to sell  Thermoline(TM)  Plasma Freezers and Thawers.
Other  potential  markets for our  proprietary  technology  include  blood bank,
surgical, pharmaceutical and industrial applications.

                                       5


     Our strategy has been to develop superior blood processing  devices for the
niche blood  processing  markets  where new  products  could  quickly  establish
credibility for our proprietary technology. We believe that by concentrating our
products to serve the blood plasma  industry,  many customers could validate our
proprietary  technology  for  rapid  freezing  of  biological   substances,   in
particular, blood plasma. Early products, which received FDA 510(k) clearance to
market,  are sold to blood banks and  hospitals  either  directly or through our
distribution network. See our Annual Report on Form 10-K. - "Business."

Recent Financing

     In March 2004,  we completed a private  placement  of  2,660,000  shares of
common  stock at a price per share of $4.00 per share,  raising an  aggregate of
$10,640,000  before placement agent fees of 6% of gross proceeds and expenses of
the  offering.  The net  proceeds  from the private  placement  will be used for
general working capital and  implementation of operating plans.  Under the terms
of the private  placement,  we are required to register for resale the shares of
common stock.

                             SUMMARY OF THE OFFERING

     We are  registering  2,660,000  shares  of common  stock for  resale by the
selling stockholders.

                                USE OF PROCEEDS

     We will  receive no proceeds  from the resale of the shares of common stock
by the selling stockholders.

                              PLAN OF DISTRIBUTION

     We are  registering  the  shares of common  stock on behalf of the  selling
stockholders. The shares of common stock may be sold in one or more transactions
at fixed  prices,  at  prevailing  market  prices at the time of sale, at prices
related to the  prevailing  market prices,  at varying prices  determined at the
time of sale,  or at negotiated  prices.  These sales may be effected at various
times  in one or  more of the  following  transactions,  or in  other  kinds  of
transactions:

     o    transactions  on the Nasdaq  SmallCap  Market or any other  securities
          exchange  or  U.S.   inter-dealer  system  of  a  registered  national
          securities  association  on which  our  common  stock may be listed or
          quoted at the time of sale;
     o    in  the  over-the-counter   market;
     o    in  private  transactions  and  transactions  otherwise  than on these
          exchanges  or  systems  or  in  the  over-the-counter   market;
     o    in connection with short sales of the shares;
     o    by pledge to secure or in  payment  of debt and other  obligations;
     o    through the  writing of options,  whether the options are listed on an
          options  exchange or otherwise;

                                       6


     o    in connection with the writing of non-traded and exchange-traded  call
          options, in hedge transactions and in settlement of other transactions
          in  standardized  or   over-the-counter   options;   or
     o    through a combination of any of the above transactions.

     The selling  stockholders and their successors,  including its transferees,
pledgees or donees or their  successors,  may sell the common stock  directly to
purchasers or through  underwriters,  broker-dealers or agents,  who may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling  stockholder  or  the  purchasers.   These  discounts,   concessions  or
commissions as to any particular  underwriter,  broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

     In addition,  any securities  covered by this prospectus  which qualify for
sale  pursuant  to Rule 144 of the  Securities  Act may be sold  under  Rule 144
rather than pursuant to this prospectus.

     We entered  into a  registration  rights  agreement  for the benefit of the
selling  stockholders to register our common stock under applicable  federal and
state  securities  laws.  The   registration   rights  agreement   provides  for
cross-indemnification  of the  selling  stockholders  and us and our  respective
directors,  officers and  controlling  persons against  specific  liabilities in
connection  with the offer and sale of the common stock,  including  liabilities
under the Securities Act. We will pay substantially all of the expenses incident
to the offering and sale of the common stock.

                              SELLING STOCKHOLDERS

     The following table  identifies the selling  stockholders,  as of March 26,
2004,  and  indicates  certain  information  known to us with respect to (i) the
number of shares of common  stock  held by the  selling  stockholders,  (ii) the
amount to be offered for the selling stockholders' account, and (iii) the number
of shares and  percentage of  outstanding  shares of common stock to be owned by
the  selling  stockholders  after the sale of the  common  stock  offered by the
selling  stockholders.  The selling stockholders are not obligated to sell their
common stock offered by this Prospectus.

     The number of shares  listed under "Shares to be Sold" in the table assumes
that the selling  stockholders  will sell all their  shares of common stock in a
secondary offering pursuant to this Prospectus.

     Under the Securities  Exchange Act of 1934, as amended (the "Exchange Act")
any  person  engaged  in a  distribution  of our  common  stock  offered by this
Prospectus may not also engage in market making  activities  with respect to our
common stock during the  applicable  periods prior to the  commencement  of such
distribution. In addition, each selling stockholder may be subject to applicable
provisions  of the  Exchange  Act  and  the  rules  and  regulations  thereunder
including  Regulation M.  Moreover,  the selling  stockholders  may resell their
shares pursuant to Rule 144.

                                       7



                                                                                                  
                                                         Shares Owned       Shares to be             Shares Owned
                                                           prior to            Sold                after Offering
                                                          Offering(1)
                                                        -------------      ------------        -----------------------
Name of Stockholder                                         Number             Number           Number       Percentage
-------------------                                         ------             ------           ------       ----------
Federated Kaufmann Fund, a portfolio of Federated           723,220           723,220                0            -
  Equity Funds (2)
Deephaven Small Cap Growth Fund LLC                         600,000           600,000                0            -
SR Capital Partners, L.P.                                    76,550            47,600           28,950            *
SR Capital Offshore LTD                                     327,080           202,300          124,780            *
Quantitative Capital Management LTD                          17,100            10,100            7,000            *
Caxton International Limited                                314,120           114,989          199,131            *
Caxton Equity Growth (BVI) Ltd.                             164,083            56,867          107,216            *
Caxton Equity Growth LLC                                     48,197            18,144           30,053            *
Pentagram Partners, L.P.                                  1,324,425           190,000        1,134,425           2.5%
Stephen Albright Springer                                   303,500           145,000          158,500            *
  Charles Schwab & Co., Inc. cust. IRA Rollover
Winslow Green Growth Fund                                   496,000            96,000          400,000            *
Federated Small-cap Fund, a portfolio of Federated           84,376            84,376                0            -
  Equity Funds (3)
Abernathy Aggressive Appreciation, LP                       145,500            32,500          113,000            *
Abernathy Preferred Performance LP                           15,000            10,000            5,000            *
Abernathy Capital Preservation Fund LP                       10,000            10,000                0            -
Stearns Family Ltd Partnership                               10,000            10,000                0            -
Benchmark Partners, L.P.                                    112,500            57,500           55,000            *
American Skandia Trust, Federated Aggressive Growth (4)      56,652            56,652                0            -
Agger Institutional Fund, LP                                 93,912            33,300           60,612            *
Agger Fund, LP                                               14,588             5,200            9,388            *
Cadmus Capital Partners (QP), LP                            108,038            29,838           78,200            *
Cadmus Capital Fund Ltd.                                    242,014            66,414          175,600            *
Clarion Offshore Fund, Ltd.                                 223,350            15,000          208,350 (5)        *
Clarion Partners, LP                                        229,750            15,000          214,750 (6)        *
Clarion Capital Corporation                                 442,529            30,000          412,529 (7)        *


*    Represents  less than one  percent.

(1)  Ownership includes options and warrants exercisable within 60 days of March
     22,  2004.
(2)  Federated Kaufmann Fund ("FKF") is a portfolio of Federated Equity Funds, a
     registered  investment  company.  FKF's  advisor  is  Federated  Investment
     Management  Company  ("FIMC") which has delegated  daily  management of the
     fund's assets to Federated Global Investment Management Corp. ("FGIMC"), as
     subadvisor. While the officers and directors of FIMC have dispositive power
     over FKF's portfolio securities, they customarily delegate this dispositive
     power,  and therefore the day to day dispositive  decisions are made by the
     portfolio managers of FKF,  currently,  Lawrence Auriana and Hans P. Utsch.
     Messrs.  Auriana and Utsch disclaim any beneficial ownership of the shares.
     With  respect to voting  power,  FKF has  delegated  the  authority to vote
     proxies to FIMC.  FIMC has  established  a Proxy  Voting  Committee to cast
     proxy votes on behalf FKF in  accordance  with proxy  voting  policies  and
     procedures approved by FKF.

                                       8

(3)  Federated  Small-Cap  Fund  ("FSKMF") is a portfolio  of  Federated  Equity
     Funds,  a  registered  investment  company.  FSKMF's  advisor  is Federated
     Investment Management Company ("FIMC") which has delegated daily management
     of the  fund's  assets to  Federated  Global  Investment  Management  Corp.
     ("FGIMC"),  as  subadvisor.  While the officers and  directors of FIMC have
     dispositive  power over  FKSMF's  portfolio  securities,  they  customarily
     delegate this  dispositive  power, and therefore the day to day dispositive
     decisions are made by the portfolio managers of FKSMF, currently,  Lawrence
     Auriana  and  Hans  P.  Utsch.  Messrs.  Auriana  and  Utsch  disclaim  any
     beneficial ownership of the shares. With respect to voting power, FKSMF has
     delegated  the  authority to vote proxies to FIMC.  FIMC has  established a
     Proxy Voting Committee to cast proxy votes on behalf of FKSMF in accordance
     with proxy voting policies and procedure approved by FKSMF.
(4)  American Skandia Trust,  Federated  Aggressive  Growth ("AST") a registered
     investment company. AST's advisors are American Skandia Investment Services
     Incorporated and Prudential  Investments,  LLC (the "Advisors")  which have
     delegated  daily  management of the fund's  assets to Federated  Investment
     Counseling  ("FIC"),  as subadvisor.  FIC has delegated daily management of
     the  fund's  assets  to  Federated  Global   Investment   Management  Corp.
     ("FGIMC"),  as  sub-subadvisor.  While the  officers  and  directors of the
     Advisors  have  dispositive  power over AST's  portfolio  securities,  they
     customarily  delegate this dispositive  power, and therefore the day to day
     dispositive   decisions  are  made  by  the  portfolio   managers  of  AST,
     currrently, Lawrence Auriana, Hans P. Utsch and Aash Shah. Messrs. Auriana,
     Utsch,  and Shah  disclaim any  beneficial  ownership  of the shares.  With
     respect to voting power, AST has delegated the authority to vote proxies to
     FIC and FIC has  delegated  such  authority  to FGIMC.  FIC and FGIMC  have
     established a combined Proxy Voting Committee to cast proxy votes on behalf
     of AST.
(5)  Includes 36,800 shares issuable upon the exercise of warrants.
(6)  Includes 43,200 shares issuable upon the exercise of warrants.
(7)  Includes  31,068 shares  issuable upon the exercise of warrants and 110,000
     shares   issuable  upon  the  conversion  of  22,000  shares  of  Series  A
     Convertible Preferred Stock.

Relationship with Selling Stockholders

     None of the selling stockholders has had any material  relationship with us
within the past three years.

                                       9


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Amended and Restated Certificate of Incorporation provides that we will
indemnify our directors and officers to the fullest extent permitted by the laws
of the state of  Delaware.  Further,  our  bylaws  provide  authority  for us to
maintain a liability  insurance  policy that  insures our  directors or officers
against any liability incurred by them for service to us.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Commission such  indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other than the payment by us of
expenses incurred or paid by a director,  officer,  or controlling person of our
company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  unless in the opinion of our counsel,  the matter
has  been  settled  by  controlling  precedent,  we will  submit  to a court  of
appropriate jurisdiction the question of whether such indemnification is against
public policy as expressed in the  Securities  Act and will be governed by final
adjudication.

                                 TRANSFER AGENT

     The transfer  agent for our common stock is  Computershare  Trust  Company,
Inc., 350 Indiana Street, Suite 800, Golden, Colorado 80401.

                                     EXPERTS

     Ernst &  Young  LLP,  independent  auditors,  have  audited  our  financial
statements and schedule  included in our Annual Report on Form 10-K for the year
ended June 30, 2003, as set forth in its report (which  contains an  explanatory
paragraph  describing  conditions that raise substantial doubt about our ability
to  continue  as a  going  concern  as  described  in  Note 1 to  the  financial
statements), which is incorporated by reference in this Prospectus and elsewhere
in the  registration  statement.  Our  financial  statements  and  schedule  are
incorporated  by reference in reliance on Ernst & Young LLP's  report,  given on
its authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     The  validity  of the  shares  of  common  stock  offered  by  the  selling
stockholders  through this Prospectus will be passed upon for us by Bartel Eng &
Schroder.

                       WHERE CAN YOU FIND MORE INFORMATION

     Government Filings. We file annual, quarterly and special reports and other
information with the Commission. You may read and copy any document that we file
at the Commission's Public Reference Room at 450 Fifth Street,  N.W., Room 1024,
Washington, D.C. 20549. Please

                                       10


call the  Commission at  1-800-SEC-0330  for more  information  about the Public
Reference  Room. Most of our filings are also available to you free of charge at
the Commission's website at http://www.sec.gov.

     Stock Market.  Our common stock is listed on the Nasdaq SmallCap Market and
similar  information  can be inspected and copied at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W.,  Washington,  D.C.
20006.

     Registration  Statement. We have filed a registration statement pursuant to
the Securities Act, with the Commission with respect to the common stock offered
under  this  Prospectus,  and  this  Prospectus  is a part of that  registration
statement.  However, it does not contain all of the information contained in the
registration  statement and the exhibits filed with the registration  statement.
You should  refer to the  registration  statement  and its  exhibits for further
information about us and the common stock offered under this Prospectus.

     Description  of Common Stock.  We have  50,000,000  shares of common stock,
$0.001 par value.  In addition to the summary of our common stock that  follows,
we encourage you to review our articles of  incorporation  and bylaws,  which we
have filed with the SEC. Each share of common stock shall be entitled to one (1)
vote on all matters submitted for stockholder approval.  Holders of common stock
have no preemptive rights.  Subject to the applicable laws and the rights of the
holders of the  preferred  stock,  holders of common  stock are entitled to such
dividends as may be declared by our board of directors.  The common stock is not
entitled to any sinking  fund,  redemption or  conversion  provisions.  Upon our
dissolution,  liquidation  or winding  up, the  holders of our common  stock are
entitled to share ratably in our net assets  remaining  after the payment of all
creditors and liquidation preferences of preferred stock. The outstanding shares
of common are duly authorized, validly issued, fully paid and nonassessable.

     Information Incorporated by Reference. The Commission rules and regulations
allow us to  "incorporate  by reference" the  information  that we file with it.
This means  that we can  disclose  additional  important  information  to you by
referring to those  documents.  The information  incorporated by reference is an
important part of this  Prospectus,  and information  that we file in the future
with the Commission will automatically update and supersede this information. We
have filed the  following  documents  with the  Commission  and the  information
contained in those documents is incorporated by reference into this Prospectus:

     (1)  Annual Report on Form 10-K for the year ended June 30, 2003;

     (2)  Quarterly  Reports on Form 10-Q for the quarters  ended  September 30,
          2003 and December 31, 2003;

     (3)  Proxy  Statement  for  the  Annual  Meeting  of  Stockholders  held on
          December 15, 2003; and

     (4)  Current  Report  on Form  8-K for  events  dated  September  2,  2003,
          September 24, 2003, February 13, 2004 and March 10, 2004.

                                       11


     Please  note that all other  documents  and reports  filed  under  Sections
13(a),  13(c),  14 or 15(d)  of the  Securities  and  Exchange  Act of 1934,  as
amended,  following the date of this  Prospectus and prior to the termination of
this  offering  will  be  deemed  to be  incorporated  by  reference  into  this
Prospectus  and  will be made a part of it from  the  date of  filing  with  the
Commission.

     ThermoGenesis  Corp. Filings made with the Commission and other information
about us can be found on our website at  www.thermogenesis.com.  We will provide
to each person, including any beneficial owner, who is delivered a prospectus, a
copy of any of the documents that are  incorporated by reference free of charge.
Send requests to Renee M. Ruecker, Chief Financial Officer, ThermoGenesis Corp.,
2711 Citrus Road, Rancho Cordova, California 95742 or call (916) 858-5100.

                       GLOSSARY OF CERTAIN TECHNICAL TERMS

510(k):  formal  notification  to the Food and Drug  Administration  ("FDA")  by
manufacturers  of Class I devices  to obtain  clearance  to market  the  medical
device.  The device must be  substantially  equivalent  to devices  manufactured
prior to 1976.

ALLOGENEIC:  involving,  derived  from,  or  being  from  genetically  different
individuals of the same species, as obtaining blood from a single donor's plasma
for use in a patient.

AUTOLOGOUS:  autogenous; related to self; originating within an organism itself,
as obtaining blood from the patient for use in the same patient.

CRYOPRECIPITATE:  any precipitate (substance that is separated out of a solution
of plasma) that results from cooling, as cryoglobulin or antihemophilic factor.

CRYOPRESERVATION:  maintaining  the life of excised tissue or organs by freezing
and storing at very low temperatures.

CRYOSEAL: system for harvesting  fibrinogen-rich  cryoprecipitate from a donor's
blood plasma,  a blood  component that is currently  licensed by the FDA for the
treatment of clotting protein deficient patients.

FIBRINOGEN:  a blood  protein  that is  converted  to fibrin in the  clotting of
blood.

STEM  CELLS:  Undifferentiated,  primitive  cells  in the bone  marrow  with the
ability both to multiply and to differentiate into specific blood cells.

                                       12


PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The  following  table  sets forth the costs and  expenses  payable by us in
connection with the issuance and distribution of the securities being registered
hereunder.  No expenses shall be borne by the selling  stockholders.  All of the
amounts shown are estimates, except for the SEC registration fee.

      SEC registration fee                                  $     1,394
                                                             -----------------
      Printing and engraving expenses                       $      0
                                                             -----------------
      Accounting fees and expenses                         *$    15,000
                                                             -----------------
      Legal fees and expenses                              *$    55,000
                                                             -----------------
      Transfer agent and registrar fees                    *$     1,000
                                                             -----------------
      Fees and expenses for qualification under state
           securities laws                                  $     1,155
                                                             -----------------
      Engineering fees                                      $       0
                                                             -----------------
      Federal taxes                                         $       0
                                                             -----------------
      State taxes                                           $       0
                                                             -----------------
      Miscellaneous                                         $
                                                             -----------------
          TOTAL                                            *$    73,549
                                                             -----------------

* estimated

Item 15.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law permits indemnification
of directors,  officers and employees of corporations  under certain  conditions
and subject to certain  limitations.  Our Amended and  Restated  Certificate  of
Incorporation  contains  provisions for the indemnification of our directors and
officers to the fullest extent permitted by law.

     Under such law, we are  empowered to  indemnify  any person who was or is a
party or is  threatened  to be made a party  to any  proceeding  (other  than an
action by or in the right of our  company to procure a judgment in its favor) by
reason of the fact that such person is or was an officer, director,  employee or
other agent of us, against  expenses,  judgments,  fines,  settlements and other
amounts  actually and reasonably  incurred in connection with such proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in our best  interests and, in the case of a criminal  proceeding,  has no
reasonable  cause to  believe  the  conduct  of such  person  was  unlawful.  In
addition, we may indemnify, subject to certain exceptions, any person who was or

                                       13

is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action by or in the right of our company to procure a judgment in our
favor by reason of the fact that  such  person is or was an  officer,  director,
employee or other agent of our company, against expenses actually and reasonably
incurred by such person in  connection  with the defense or  settlement  of such
action if such person  acted in good faith and in a manner such person  believed
to be in the best  interest  of our  company  and  stockholders.  We may advance
expenses  incurred in defending any proceeding  prior to final  disposition upon
receipt  of an  undertaking  by the  agent  to  repay  that  amount  it shall be
determined that the agent is not entitled to indemnification as authorized.

     In addition,  we have directors' and officers' liability  insurance,  which
our bylaws provide authority to maintain to insure directors or officers against
any liability incurred while in capacity as such, or arising out of their status
as such.

Item 16. Exhibits and Financial Statement Schedules

3.1 (a) Amended and Restated Certificate of Incorporation (1)
    (b) Revised Bylaws (2)
4.1     Certificate of Designation of Series A Convertible Redeemable Preferred
        Stock (3)
4.2     Certificate of Designation of Series B Convertible Preferred Stock (4)
4.3     Warrant (form) (5)
4.4     Warrant (form) (6)
5.1     Opinion of Bartel Eng & Schroder
10.1(a) License Agreement between Stryker Corp. and ThermoGenesis Corp. (7)
    (b) License Agreement with Pall/Medsep Corporation (8)
    (c) Distribution Agreement with Dideco S.p.A. (9)
    (d) Employment Agreement for Philip H. Coelho (10)
    (e) Employment Agreement for Renee Ruecker (11)
    (f) Employment Agreement for Dan Segal (12)
    (g) Employment Agreement for Kevin Simpson (13)
    (h) Securities Purchase Agreement dated March 10, 2004 (form) (14)
23.1 Consent of Bartel, Eng & Schroder (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors

Footnotes to Exhibit Index

(1) Incorporated by reference from Form 10-K for the year ended June 30, 1999.
(2) Incorporated by reference from Form 10-KSB for the year ended June 30, 1994.
(3) Incorporated by reference from Form 8-K dated January 14, 1999.
(4) Incorporated by reference from Form 8-K dated December 23, 1999.
(5) Incorporated by reference from Form 10-K for the year ended March 31, 2001.
(6) Incorporated by reference from Form 8-K dated April 5, 2002.
(7) Incorporated by reference from Form 8-K dated September 27, 1995.
(8) Incorporated by reference from Form 8-K dated March 27, 1997.
(9) Incorporated by reference from Form 8-K dated February 16, 1998.
(10)Incorporated by reference from Form 10-K for the year ended June 30, 2002.

                                       14


(11) Incorporated by reference from Form 10-Q for the quarter ended March 31,
     2003.
(12) Incorporated by reference from Form 10-K for the year ended June 30, 2000.
(13) Incorporated by reference from Form 10-Q for the quarter ended December 31,
     2002.
(14) Incorporated by reference from Form 8-K dated March 10, 2004.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i)  To include any prospectus  required by Section  (10)(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Commission  pursuant to Rule 424(b)  (ss.230.424(b)  of
               this  chapter)  if, in the  aggregate,  the changes in volume and
               price  represent  no  more  than  a 20%  change  in  the  maximum
               aggregate  offering  price  set  forth  in  the  "Calculation  of
               Registration Fee" table in the effective registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii),  above, do not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by these  paragraphs is contained in periodic  reports filed with
     or  furnished  by the  Registrant  pursuant  to  Section 13 or 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

                                       15


     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

                                    * * * * *

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  of 1934  Act  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                    * * * * *

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       16


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing Form S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rancho Cordova, State of California on March 30, 2004.

THERMOGENESIS CORP.

   /s/ Philip H. Coelho
------------------------------------
Philip H. Coelho,
Chairman and Chief Executive Officer
(Principal Executive Officer)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

   /s/ Philip H. Coelho                                 Dated: April 1, 2004
--------------------------------
Philip H. Coelho,
Chairman and Chief Executive Officer
(Principal Executive Officer)

   /s/ Renee M. Ruecker                                 Dated: April 1, 2004
--------------------------------
Renee M. Ruecker, Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)


   /s/ Kevin Simpson                                    Dated: April 1, 2004
--------------------------------
Kevin Simpson, President,
Chief Operating Officer and Director


   /s/ Hubert E. Huckel                                 Dated: April 1, 2004
--------------------------------
Hubert E. Huckel, Director


   /s/ Patrick McEnany                                  Dated: March 26, 2004
--------------------------------
Patrick McEnany, Director


   /s/ George Barry                                     Dated: March 29, 2004
--------------------------------
George Barry, Director


                                       17