As filed with the Securities and Exchange Commission on February 27, 1998

     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)




         THERMOGENESIS  CORP.  1998  EMPLOYEE  EQUITY  INCENTIVE PLAN
                          (Full title of the plan)


                             PHILIP H. COELHO, 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)


<PAGE>
                    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             798,000                $2.71875{(1)}          $2,169,562.50         $640.02
underlying 1998
Employee Equity
Incentive Plan
                                                                                             $640.02
</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 February 23,
     1998,  as  reported  on  the National Association  of  Securities  Dealers
     Automated Quotations System.





<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-K for the fiscal year ended June 30,
     1997,  Amendment to Annual  Report  on Form 10-K/A-1, filed on October 15,
     1997, and Amendment to Annual Report  on  Form 10-K/A-2, filed on December
     5, 1997;

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

(3)  Registrant's Proxy Statement for the Annual Meeting  held  on  February 2,
     1998;

(4)  Registrant's  Current  Reports  filed  on  Form  8-K  for  the event dated
     December 2, 1997 and December 31, 1997; and

(5)  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 1998 Employee Equity Incentive 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
February 23, 1998.

                                      1
<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 oaction 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.




                                       2

<PAGE>

ITEM 8.  EXHIBITS.

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT

     4.3*             1998 Employee Equity Incentive 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 February 2, 1998.

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 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.


                                    3

<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 February 25,
1998.

     THERMOGENESIS CORP.,
     a Delaware corporation


     By
     Philip H. Coelho,
     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: February 25, 1998        By  Philip H. Coelho,
                                    Chief Executive Officer and Director
                                   (Principal Executive Officer and Principal
                                    Financial Officer)


Dated: February 25, 1998        By  Patrick McEnany, Director


Dated: February 25, 1998        By  Hubert Huckel, Director


Dated: February 25, 1998        By  James Godsey, President,
                                    Chief Operating Officer and Director


Dated: February 25, 1998        By  Renee Ruecker
                                    Director of Finance
                                   (Principal Accounting Officer)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11389}]
{"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": "333-46911", "film-number": "98549625"}, "business-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670", "phone": "9168585100"}, "mail-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670"}, "former-company": {"former-conformed-name": "INSTA COOL INC OF NORTH AMERICA", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 27, 1998

     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)

         THERMOGENESIS  CORP.  1998  EMPLOYEE  EQUITY  INCENTIVE PLAN
                          (Full title of the plan)

                             PHILIP H. COELHO, 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             798,000                $2.71875{(1)}          $2,169,562.50         $640.02
underlying 1998
Employee Equity
Incentive Plan
                                                                                             $640.02
(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 February 23,
     1998,  as  reported  on  the National Association  of  Securities  Dealers
     Automated Quotations System.
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-K for the fiscal year ended June 30,
     1997,  Amendment to Annual  Report  on Form 10-K/A-1, filed on October 15,
     1997, and Amendment to Annual Report  on  Form 10-K/A-2, filed on December
     5, 1997;

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

(3)  Registrant's Proxy Statement for the Annual Meeting  held  on  February 2,
     1998;

(4)  Registrant's  Current  Reports  filed  on  Form  8-K  for  the event dated
     December 2, 1997 and December 31, 1997; and

(5)  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 1998 Employee Equity Incentive 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
February 23, 1998.

                                      1
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 oaction 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.

                                       2
ITEM 8.  EXHIBITS.

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT

     4.3*             1998 Employee Equity Incentive 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 February 2, 1998.

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 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.

                                    3
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 February 25,
1998.

     THERMOGENESIS CORP.,
     a Delaware corporation

     By
     Philip H. Coelho,
     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: February 25, 1998        By  Philip H. Coelho,
                                    Chief Executive Officer and Director
                                   (Principal Executive Officer and Principal
                                    Financial Officer)

Dated: February 25, 1998        By  Patrick McEnany, Director

Dated: February 25, 1998        By  Hubert Huckel, Director

Dated: February 25, 1998        By  James Godsey, President,
                                    Chief Operating Officer and Director

Dated: February 25, 1998        By  Renee Ruecker
                                    Director of Finance
                                   (Principal Accounting Officer)