UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 13, 2004



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



           Delaware                       0-16375              94-3018487
           ---------                      --------             ----------
(State or other jurisdiction of       (Commission File      (I.R.S. Employer
 incorporation or organization)            Number)          Identification No.)


                                2711 Citrus Road
                        Rancho Cordova, California 95742
                        --------------------------------
    (Address and telephone number of principal executive offices) (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under  the  Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement.

     On December 13, 2004,  ThermoGenesis  Corp. (the "Company") held its Annual
Stockholders  Meeting. At the meeting, the stockholders approved an amendment to
increase  the  number of  shares  under the 2002  Independent  Directors  Equity
Incentive  Plan by  100,000  shares.  A copy  of the  Amended  2002  Independent
Directors Equity Incentive Plan is attached as Exhibit 99.

Section 8 - Other Events
------------------------

Item 8.01 Other Events.

     At the Annual  Stockholder  Meeting,  the stockholders  reelected Philip H.
Coelho,  Patrick  McEnany,  Hubert E.  Huckel,  M.D.,  George J. Barry and Kevin
Simpson to serve as directors until the next annual stockholder meeting or until
their successors are elected and qualified.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

         Exhibit No.             Exhibit Description
         ----------              -------------------
            99                   Amended 2002 Independent Equity Incentive Plan

<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                              THERMOGENESIS CORP.,
                             a Delaware Corporation


Dated: December 14, 2004            /s/ Renee Ruecker
                                    --------------------------------------------
                                    Renee Ruecker,
                                    Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


         Exhibit No.         Description
         -----------         -----------

            99               Amended 2002 Independent Directors Equity Incentive
                             Plan
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{"company-data": {"conformed-name": "THERMOGENESIS CORP", "cik": "0000811212", "assigned-sic": "3821", "irs-number": "943018487", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-82900", "film-number": "041202977"}, "business-address": {"street1": "2711 CITRUS ROAD", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95742", "phone": "9168585100"}, "mail-address": {"street1": "2711 CITRUS ROAD", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95742"}, "former-company": {"former-conformed-name": "INSTA COOL INC OF NORTH AMERICA", "date-changed": "19920703"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 13, 2004

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

           Delaware                       0-16375              94-3018487
           ---------                      --------             ----------
(State or other jurisdiction of       (Commission File      (I.R.S. Employer
 incorporation or organization)            Number)          Identification No.)

                                2711 Citrus Road
                        Rancho Cordova, California 95742
                        --------------------------------
    (Address and telephone number of principal executive offices) (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under  the  Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement.

     On December 13, 2004,  ThermoGenesis  Corp. (the "Company") held its Annual
Stockholders  Meeting. At the meeting, the stockholders approved an amendment to
increase  the  number of  shares  under the 2002  Independent  Directors  Equity
Incentive  Plan by  100,000  shares.  A copy  of the  Amended  2002  Independent
Directors Equity Incentive Plan is attached as Exhibit 99.

Section 8 - Other Events
------------------------

Item 8.01 Other Events.

     At the Annual  Stockholder  Meeting,  the stockholders  reelected Philip H.
Coelho,  Patrick  McEnany,  Hubert E.  Huckel,  M.D.,  George J. Barry and Kevin
Simpson to serve as directors until the next annual stockholder meeting or until
their successors are elected and qualified.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

         Exhibit No.             Exhibit Description
         ----------              -------------------
            99                   Amended 2002 Independent Equity Incentive Plan
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                              THERMOGENESIS CORP.,
                             a Delaware Corporation

Dated: December 14, 2004            /s/ Renee Ruecker
                                    --------------------------------------------
                                    Renee Ruecker,
                                    Chief Financial Officer
EXHIBIT INDEX
                                  -------------

         Exhibit No.         Description
         -----------         -----------

            99               Amended 2002 Independent Directors Equity Incentive
                             Plan