U.S. Securities and Exchange Commission
                           Washington, D.C.  20549

                                	FORM 10-QSB
(Mark One)
[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

       For the quarterly period ended         March 31, 1997       


[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from                   to                  

       Commission file number          0-2054                               


                             TSI, Inc.                                  
   (Exact name of small business issuer as specified in its charter)

          Montana                                  81-0267738                   
(State or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)           


            128 Second Street South, Great Falls, Montana   59405            
                   (Address of principal executive offices)


                            (406) 727-2600                                     
                      (Issuer's telephone number)


                              Not Applicable                                   
(Former name, former address and former fiscal year, if changed since last 
report)


Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.	
Yes   X     No      


              	APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution 
of securities under a plan confirmed by a court. Yes         No      


                    	APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:

        Class                              Outstanding at March 31, 1997
$.05 Par Value Common Stock                     9,423,142 Shares


Transitional Small Business Disclosure Format (Check One): Yes      ; No   X 


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                              	TSI, INC.

                               	INDEX


                            	MARCH 31, 1997

                                                            	Page Number
PART I

  Condensed Financial Statements:

Balance Sheet -
  March 31, 1997 	                                                2     

Statements of Income - 
  Three Months Ended March 31, 1997 and 1996                      3     

Statements of Cash Flows -
  Three Months Ended March 31, 1997 and 1996                      4     

Notes to Financial Statements		                                   5     

  Management's Discussion and Analysis of the
      Statements of Income		                                      6     


PART II

  Other Information		                                             7     

  Signatures		                                                    8     

                                    1

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                                	TSI, INC.

                             	BALANCE SHEET

                           	AS OF MARCH 31, 1997

ASSETS
Current Assets
  Cash                                                       $  14,224,216     
  Marketable Securities, at Fair Value                           1,648,792      
  Receivables, Net                                                  67,785      

Total Current Assets                                            15,940,793

Other Assets                                                             
   Noncurrent Investments, at Fair Value                         6,689,420     
   Other Assets                                                      2,238     

Property, Plant and Equipment, Net                                 977,115 

TOTAL ASSETS                                                 $  23,609,566  

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable and Accrued Liabilities                   $     246,210     
  Income Taxes Payable                                           2,222,930    
  Deferred Income Taxes                                            144,800    
  Due to Parent Company                                            591,180

            Total Current Liabilities                            3,205,120

Provison For Estimated Title and Escrow Losses                   1,052,286  
Minority Interests                                                 323,143
Deferred Income Taxes                                            1,206,600
Excess of Fair Value of Net Assets Acquired Over Cost               63,020


Stockholders' Equity 
                                              
  Common Stock - $.05 Par Value,
    30,000,000 shares authorized,
    9,423,142 shares outstanding                                   471,157 
  Additional Paid-In Capital                                     8,082,957 
  Retained Earnings                                              7,256,615
  Unrealized Gain on Investments                                 1,948,668 

             Total Stockholders' Equity                         17,759,397 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 23,609,566   

              	See Notes to Consolidated Financial Statements

                                   2
	
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                                TSI, INC.

                           	STATEMENTS OF INCOME

                                                   For The Three Months Ended
                                                             March 31,       
                                                     1997             1996   

Operating Revenues                                $ 6,435,482      $  804,356 

Operating Expenses      
    Salaries & Payroll Costs                          190,833         183,657
    Depreciation                                       25,632          19,624 
    Other Expenses                                    693,440         163,187
                                                         
    Total Expenses                                    909,905         366,468

                                                    5,525,577         437,888   

Amorizatation of Deferred Credit                        2,055           2,055  

Minority Portion of Income                            (12,211)         (6,550)

                                                    5,515,421         433,393 

Income Tax Expense                                 (2,230,000)       (155,000)

Net Income                                        $ 3,285,421      $  278,393 

Earnings Per Weighted 
Average Shares Outstanding:
9,423,142 Shares in 1997
and 1996                                          $       .35      $      .03 

Dividends Per Share                               $        --      $       -- 
    
	              See Notes to Consolidated Financial Statements
                                     
                                  3

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                               	TSI, INC.

                       	STATEMENTS OF CASH FLOWS
	
                                                  For The Three Months Ended
                                                          March 31,        
                                                     1997           1996    

CASH FLOWS FROM OPERATING ACTIVITIES

Net Cash Provided By Operating
 Activities                                       $  300,377     $  314,200 

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds From Sales and Redemptions
  of Property, Plant and Equipment                     6,994          1,289    
Cash Received on Principal of
 Notes Receivable                                       -               530 
Cash Purchases of Minority Interests                    (150)            -    
Cash Used for Purchases of Marketable
 Securities Available For Sale                        (9,041)       (66,904)
Cash Received for Sales of Marketable
 Securities Available For Sale                      5,356,537       204,375
  
Net Cash Provided By 
  Investing Activities                              5,354,340       139,290 


CASH FLOWS FROM FINANCING ACTIVITIES

Cash Provided From Parent Company                      43,800        22,511 

Net Cash Provided By 
  Financing Activities                                 43,800        22,511 

NET INCREASE IN CASH                                5,698,517       476,001 

CASH - BEGINNING OF PERIOD                          8,525,699     7,090,429 

CASH - END OF PERIOD                              $14,224,216   $ 7,566,430 


              	See Notes to Consolidated Financial Statements

                                   4

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                                 	TSI, INC.

                      	NOTES TO FINANCIAL STATEMENTS

                              	MARCH 31, 1997




In the opinion of management, all adjustments necessary (consisting of only 
normal recurring accruals) have been made to the unaudited financial 
statements to present fairly the Company's financial position as of March 31,  
1997 and the results of the Company's operations and cash flows for the three  
months ended March 31, 1997 and 1996.  

The results of operations for the three months ended March 31, 1997 are not 
indicative of the results to be expected for the full year.

The consolidated financial statements include the accounts of the Company, 
its wholly owned subsidiaries and its majority owned subsidiaries. All 
significant intercompany transactions and balances have been eliminated in 
consolidation.

M Corp, Great Falls, Montana, owns approximately 91% of the Company's issued 
and outstanding common stock.

The Company adopted the provisions of Statement of Financial Accounting 
Standards No. 115, Accounting for Certain Investments in Debt and Equity 
Securities (SFAS No. 115) effective January 1, 1994.  The Company has 
classified its investments, both current and noncurrent, in debt and equity 
securities as Available-For-Sale, in accordance with the various 
classifications of securities contained in SFAS No. 115.

In accordance with SFAS No. 115, the Company's portfolios, current and 
noncurrent, of Available-For-Sale investments are carried at fair value in 
the Company's balance sheet at March 31, 1997. The net unrealized holding 
gains at March 31, 1997, net of the estimated income tax effects and minority
interests in the unrealized holding gains, is reported as a separate 
component of stockholders' equity at March 31, 1997.

                                   5

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                               	TSI, INC.

                   	MANAGEMENT'S DISCUSSION AND ANALYSIS
	                       OF THE STATEMENTS OF INCOME       

                              	MARCH 31, 1997


A summary of the period to period changes in items included in the statements
of income is shown below.

                                            COMPARISON OF   
                                            Three Months
                                               Ended
                                              March 31,
                                          1997     and    1996   
                                              Increases
                                             (Decreases)

Revenues                              $ 5,631,126         700.1%      

Operating Expenses                    $   543,437         148.3%             

Net Income                            $ 3,007,028        1,008.0%          



Revenues increased $5,631,126 in the first quarter of 1997 as compared with
the first quarter of 1996 due to the gain realized by the Company on the 
merger of Security Bancorp with and into WesterFed Financial Corporation
which was completed during the first quarter of 1997. The Company recognized
a gain on the merger in the pretax amount of approximately $5,351,000.
Pursuant to the terms of the merger, the Company received approximately 
275,000 shares of WesterFed Financial Corporation common stock and cash in 
the amount of approximately $5,351,000. During the first quarter of 1997 the
Company recognized a gain on the contribution of assets in kind to a 
charitable organization in the amount of approximately $408,000. The gains 
recognized during the first quarter of 1997 were the primary reason for the 
increase in net income in the first quarter of 1997 as compared with the 
first quarter of 1996. Operating expenses increased $543,437 (148.3%) in the 
first quarter of 1997 as compared with the first quarter of 1996 due 
primarily to the contribution in kind by the Company of assets having a fair 
market value of approximately $525,000 to a charitable organization which
resulted in an income tax savings to the Company in the amount of 
approximately $215,000. The provision for income tax expense increased 
$2,075,000 (1,338.7%) in the first quarter of 1997 as compared with the first
quarter of 1996 due to the increase in pretax income.



                                   6
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                               	TSI, INC.

                               	PART II

                           	OTHER INFORMATION

                             	MARCH 31, 1997


ITEM 1	LEGAL PROCEEDINGS

       None

ITEM 2	CHANGES IN SECURITIES

       None

ITEM 3	DEFAULTS UPON SENIOR SECURITIES

       None

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       None

ITEM 5	OTHER INFORMATION

       None

ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K

       None



                                  7

<PAGE>


                             	SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant 
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.





                              	 TSI, INC. 
	                              Registrant



Date:  April 29, 1997                  s/N. Scott Atchison           
                                         N. Scott Atchison
                                         Assistant
                                         Secretary-Treasurer




Date:  April 29, 1997                  s/Jerry K. Mohland         
                                         Jerry K. Mohland,
                                         Accountant




                                  8

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