As filed with the Securities and Exchange Commission on June 6, 1997


     Registration No. 333-_________


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

____________________________________________________________________________


                               FORM S-8
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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



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




          3146 GOLD CAMP DRIVE, RANCHO CORDOVA, CALIFORNIA 95670
(Address of Principal Executive Offices)    (Zip Code)



                      EMPLOYEE OPTION AGREEMENTS;
          THERMOGENESIS   CORP.   AMENDED   1994  STOCK  OPTION  PLAN

                       (Full title of the plan)


                      PHILIP H. COELHO, PRESIDENT AND CEO
                          THERMOGENESIS CORP.
                         3146 GOLD CAMP DRIVE
                    RANCHO CORDOVA, CALIFORNIA 95670

                (Name and address of agent for service)

           (916) 858-5100

     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                              PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                        OFFERING PRICE PER     AGGREGATE OFFERING
SECURITIES TO BE       AMOUNT TO BE           SHARE                  PRICE                 AMOUNT OF
REGISTERED             REGISTERED                                                          REGISTRATION FEE
<S>                    <C>                    <C>                    <C>                   <C>
Common Stock           450,000                $3.21875{(1)}          $1,448,437.50         $438.92
underlying 1994 Stock
Option Plan

Common Stock           225,000                $2.3125{(2)}           $   520,312.00        $157.67
underlying stock
options

Common Stock           526,666                $2.32{(3)}             $1,221,865.10         $370.26
underlying stock
options
                                                                                           $966.85
</TABLE>

(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 the common  stock  of  the  Company  on June 5,
     1997,  as  reported  on  the  National  Association  of Securities Dealers
     Automated Quotations System.

(2)  Closing  Price  of the Shares as reported on the National  Association  of
     Securities Dealers Automated Quotations System on the date of Grant, April
     2, 1997.

(3)  Closing Price of  the  Shares  as  reported on the National Association of
     Securities Dealers Automated Quotations  System  on  the  dates  of Grant,
     December  31,  1993  and  February 28, 1994, and adjusted for the 1 for  2
     stock consolidation effective June 14, 1996.



<PAGE>

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

THERMOGENESIS CORP., a Delaware  corporation  ("Registrant"), by this reference
hereby incorporates into this registration statement  the  following  documents
filed  pursuant  to  Section  13(a) of the Securities Exchange Act of 1934,  as
amended (the "Exchange Act"):

(1)  Registrant's Annual Report  on  Form 10-KSB for the fiscal year ended June
     30, 1996,  Amendment to Annual Report on Form 10-KSB/A-1, filed on October
     28, 1996, and Amendment to Annual  Report on Form 10-KSB/A-2, filed on May
     8, 1997;

(2)  Registrant's Quarterly Report on Form  10-Q for the quarterly period ended
     September 30, 1996;

(3)  Registrant's Quarterly Report on Form 10-Q  for the quarterly period ended
     December 31, 1996, and amendment to that report  on  Form  10-Q/A filed on
     May 8, 1997;

(4)  Registrant's Quarterly Report on Form 10-Q for the quarterly  period ended
     March 31, 1997;

(5)  Registrant's Proxy Statement for the Annual Meeting held on May 29, 1997;

(6)  Registrant's  Current  Reports  filed  on  Form  8-K  for  the event dated
     November 27, 1996 and March 27, 1997; and

(7)  The Description of Securities in Item 1 of the Registration  Statement  on
     Form  8A  for  registration  of  the Registrant's common stock pursuant to
     Section 12(g) of the Exchange Act.

In  addition, all documents subsequently  filed  by  the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the  offering  of  the  Common  Stock  offered  hereby shall be deemed to be
incorporated by reference in this Prospectus and to  be  a part hereof from the
date of filing of such documents.

Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the registration  statement
to  the  extent  that  a  statement  contained herein modifies or replaces such
statement.  Any such statement shall not be deemed to constitute a part of this
registration statement except as so modified or replaced.

ITEM 4.  DESCRIPTION OF SECURITIES.

The Registrant's common stock to be offered  under  this registration statement
is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock underlying the options offered under
the Amended 1994 Stock Option Plan will be passed upon  for  the  Registrant by
David  C. Adams, General Counsel and V.P. of Business Development.   Mr.  Adams
beneficially owned 120,000 options to acquire shares of Common Stock as of June
6, 1997.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  102(b)(7)  of  the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
which would limit or eliminate  personal liability of directors for breaches of
their  fiduciary  duty,  except that  the  provision  does  not  eliminate  the
liability of a director for  the  following:  (i)  any breach of the director's
duty of loyalty to the corporation or its shareholders;  (ii) acts or omissions
not in good faith or which involve intentional misconduct  or knowing violation
of the law; (iii) the liability of directors for unlawful payment  of dividends
or  stock  redemption; or (iv) any transaction in which the director derived  a
personal benefit.

Article NINTH of Registrant's Amended and Restated Certificate of Incorporation
eliminates the  personal  liability  of  Registrant's  directors to the maximum
extent permitted by the DGCL.

Section 145 of the DGCL provides that a director, officer,  employee,  or agent
may   be  indemnified  by  Registrant  from  and  against  expenses  (including
attorney's fees), judgments, fines, and amounts paid in settlement actually and
reasonably  incurred  in  connection  with  a threatened, pending, or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  in which such person is involved by  reason  of  such  person's
position with the  corporation,  or  that  the person is serving as a director,
officer, agent or employee of another entity  pursuant  to  a  request  by  the
corporation, provided that such person acted in good faith and in a manner that
such  person reasonably believed to be in the best interests of the corporation
and, in  the case of a criminal proceeding, such person had no reasonable cause
to believe his conduct was unlawful.  Such person may not be indemnified if the
person has  been  adjudged liable to the corporation in the performance of such
person's duties to  the  corporation,  unless  the Court of Chancery  action or
suit was brought determines that, in view of the  circumstances  of  the  case,
such person is fairly and reasonably entitled to indemnity.  To the extent that
such  person  has  been successful on the merits or otherwise in defense of any
proceeding, the DGCL  provides  that  such  person shall be indemnified against
expenses (including attorney's fees) reasonably and actually incurred.

Article TENTH of Registrant's Amended and Restated Certificate of Incorporation
allows for such indemnification to the maximum extent allowed by the DGCL.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

<PAGE>


ITEM 8.  EXHIBITS.
EXHIBIT NUMBER         DESCRIPTION OF EXHIBIT

     4.3*             Amended 1994 Stock Option Plan

     5.1              Opinion of General Counsel

     23.1             Consent of General Counsel is contained in Exhibit 5.1.

     23.2             Consent of Ernst & Young LLP, Independent Auditors.

FOOTNOTES TO INDEX

*    Incorporated by reference to the Proxy Statement for the Annual Meeting of
     Shareholders held on May 29, 1997.

Item 9.  Undertakings.

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  to  include   any   additional   or  changed  material
information  with  respect  to  the  plan  of distribution; (2) that,  for  the
purposes of determining any liability under the Securities Act, 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;  (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; and (4)
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 Act of 1934 (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.




<PAGE>

                              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  on  Form S-8 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 June 6,
1997.


     THERMOGENESIS CORP.,
     a Delaware corporation


     By        PHILIP H. COELHO
               President and Chief Executive Officer

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


Dated:  June 6, 1997.                      By  PHILIP H. COELHO
                                               President,
                                               Chief Executive Officer and
                                               Director
                                               (Principal Executive Officer)


Dated:  June 6, 1997.                      By  CHARLES DE B. GRIFFITHS
                                               V.P., Secretary, and Director
     


Dated:  June 6, 1997.                      By  PATRICK MCENANY
                                               Director


Dated:  June 6, 1997.                      By  HUBERT HUCKEL
                                               Director


Dated:  June 6, 1997.                      By  WALTER J. LUDT
                                               Chief Financial Officer and
                                               Director
                                               (Principal Accounting Officer
                                               and Principal Financial Officer)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12606}]
{"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": "S-8", "act": "33", "file-number": "333-28653", "film-number": "97620248"}, "business-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670", "phone": "9168585100"}, "former-company": {"former-conformed-name": "INSTA COOL INC OF NORTH AMERICA", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 6, 1997

     Registration No. 333-_________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

____________________________________________________________________________

                               FORM S-8
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

          3146 GOLD CAMP DRIVE, RANCHO CORDOVA, CALIFORNIA 95670
(Address of Principal Executive Offices)    (Zip Code)

                      EMPLOYEE OPTION AGREEMENTS;
          THERMOGENESIS   CORP.   AMENDED   1994  STOCK  OPTION  PLAN

                       (Full title of the plan)

                      PHILIP H. COELHO, PRESIDENT AND CEO
                          THERMOGENESIS CORP.
                         3146 GOLD CAMP DRIVE
                    RANCHO CORDOVA, CALIFORNIA 95670

                (Name and address of agent for service)

           (916) 858-5100

     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                        OFFERING PRICE PER     AGGREGATE OFFERING
SECURITIES TO BE       AMOUNT TO BE           SHARE                  PRICE                 AMOUNT OF
REGISTERED             REGISTERED                                                          REGISTRATION FEE
Common Stock           450,000                $3.21875{(1)}          $1,448,437.50         $438.92
underlying 1994 Stock
Option Plan

Common Stock           225,000                $2.3125{(2)}           $   520,312.00        $157.67
underlying stock
options

Common Stock           526,666                $2.32{(3)}             $1,221,865.10         $370.26
underlying stock
options
                                                                                           $966.85
(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 the common  stock  of  the  Company  on June 5,
     1997,  as  reported  on  the  National  Association  of Securities Dealers
     Automated Quotations System.

(2)  Closing  Price  of the Shares as reported on the National  Association  of
     Securities Dealers Automated Quotations System on the date of Grant, April
     2, 1997.

(3)  Closing Price of  the  Shares  as  reported on the National Association of
     Securities Dealers Automated Quotations  System  on  the  dates  of Grant,
     December  31,  1993  and  February 28, 1994, and adjusted for the 1 for  2
     stock consolidation effective June 14, 1996.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

THERMOGENESIS CORP., a Delaware  corporation  ("Registrant"), by this reference
hereby incorporates into this registration statement  the  following  documents
filed  pursuant  to  Section  13(a) of the Securities Exchange Act of 1934,  as
amended (the "Exchange Act"):

(1)  Registrant's Annual Report  on  Form 10-KSB for the fiscal year ended June
     30, 1996,  Amendment to Annual Report on Form 10-KSB/A-1, filed on October
     28, 1996, and Amendment to Annual  Report on Form 10-KSB/A-2, filed on May
     8, 1997;

(2)  Registrant's Quarterly Report on Form  10-Q for the quarterly period ended
     September 30, 1996;

(3)  Registrant's Quarterly Report on Form 10-Q  for the quarterly period ended
     December 31, 1996, and amendment to that report  on  Form  10-Q/A filed on
     May 8, 1997;

(4)  Registrant's Quarterly Report on Form 10-Q for the quarterly  period ended
     March 31, 1997;

(5)  Registrant's Proxy Statement for the Annual Meeting held on May 29, 1997;

(6)  Registrant's  Current  Reports  filed  on  Form  8-K  for  the event dated
     November 27, 1996 and March 27, 1997; and

(7)  The Description of Securities in Item 1 of the Registration  Statement  on
     Form  8A  for  registration  of  the Registrant's common stock pursuant to
     Section 12(g) of the Exchange Act.

In  addition, all documents subsequently  filed  by  the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the  offering  of  the  Common  Stock  offered  hereby shall be deemed to be
incorporated by reference in this Prospectus and to  be  a part hereof from the
date of filing of such documents.

Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the registration  statement
to  the  extent  that  a  statement  contained herein modifies or replaces such
statement.  Any such statement shall not be deemed to constitute a part of this
registration statement except as so modified or replaced.

ITEM 4.  DESCRIPTION OF SECURITIES.

The Registrant's common stock to be offered  under  this registration statement
is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock underlying the options offered under
the Amended 1994 Stock Option Plan will be passed upon  for  the  Registrant by
David  C. Adams, General Counsel and V.P. of Business Development.   Mr.  Adams
beneficially owned 120,000 options to acquire shares of Common Stock as of June
6, 1997.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  102(b)(7)  of  the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
which would limit or eliminate  personal liability of directors for breaches of
their  fiduciary  duty,  except that  the  provision  does  not  eliminate  the
liability of a director for  the  following:  (i)  any breach of the director's
duty of loyalty to the corporation or its shareholders;  (ii) acts or omissions
not in good faith or which involve intentional misconduct  or knowing violation
of the law; (iii) the liability of directors for unlawful payment  of dividends
or  stock  redemption; or (iv) any transaction in which the director derived  a
personal benefit.

Article NINTH of Registrant's Amended and Restated Certificate of Incorporation
eliminates the  personal  liability  of  Registrant's  directors to the maximum
extent permitted by the DGCL.

Section 145 of the DGCL provides that a director, officer,  employee,  or agent
may   be  indemnified  by  Registrant  from  and  against  expenses  (including
attorney's fees), judgments, fines, and amounts paid in settlement actually and
reasonably  incurred  in  connection  with  a threatened, pending, or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  in which such person is involved by  reason  of  such  person's
position with the  corporation,  or  that  the person is serving as a director,
officer, agent or employee of another entity  pursuant  to  a  request  by  the
corporation, provided that such person acted in good faith and in a manner that
such  person reasonably believed to be in the best interests of the corporation
and, in  the case of a criminal proceeding, such person had no reasonable cause
to believe his conduct was unlawful.  Such person may not be indemnified if the
person has  been  adjudged liable to the corporation in the performance of such
person's duties to  the  corporation,  unless  the Court of Chancery  action or
suit was brought determines that, in view of the  circumstances  of  the  case,
such person is fairly and reasonably entitled to indemnity.  To the extent that
such  person  has  been successful on the merits or otherwise in defense of any
proceeding, the DGCL  provides  that  such  person shall be indemnified against
expenses (including attorney's fees) reasonably and actually incurred.

Article TENTH of Registrant's Amended and Restated Certificate of Incorporation
allows for such indemnification to the maximum extent allowed by the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.
ITEM 8.  EXHIBITS.
EXHIBIT NUMBER         DESCRIPTION OF EXHIBIT

     4.3*             Amended 1994 Stock Option Plan

     5.1              Opinion of General Counsel

     23.1             Consent of General Counsel is contained in Exhibit 5.1.

     23.2             Consent of Ernst & Young LLP, Independent Auditors.

FOOTNOTES TO INDEX

*    Incorporated by reference to the Proxy Statement for the Annual Meeting of
     Shareholders held on May 29, 1997.

Item 9.  Undertakings.

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  to  include   any   additional   or  changed  material
information  with  respect  to  the  plan  of distribution; (2) that,  for  the
purposes of determining any liability under the Securities Act, 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;  (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; and (4)
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 Act of 1934 (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
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  on  Form S-8 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 June 6,
1997.

     THERMOGENESIS CORP.,
     a Delaware corporation

     By        PHILIP H. COELHO
               President and Chief Executive Officer

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

Dated:  June 6, 1997.                      By  PHILIP H. COELHO
                                               President,
                                               Chief Executive Officer and
                                               Director
                                               (Principal Executive Officer)

Dated:  June 6, 1997.                      By  CHARLES DE B. GRIFFITHS
                                               V.P., Secretary, and Director
     

Dated:  June 6, 1997.                      By  PATRICK MCENANY
                                               Director

Dated:  June 6, 1997.                      By  HUBERT HUCKEL
                                               Director

Dated:  June 6, 1997.                      By  WALTER J. LUDT
                                               Chief Financial Officer and
                                               Director
                                               (Principal Accounting Officer
                                               and Principal Financial Officer)