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, 1999       


[ ]	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, 1999
$.05 Par Value Common Stock                      10,483,142 Shares


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


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                              	TSI, INC.

                               	INDEX


                            	MARCH 31, 1999

                                                            	Page Number
PART I

  Condensed Financial Statements:

Balance Sheet -
  March 31, 1999 	                                                2     

Statements of Income and Comprehensive Income - 
  Three Months Ended March 31, 1999 and 1998                      3     

Statements of Cash Flows -
  Three Months Ended March 31, 1999 and 1998                      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, 1999

ASSETS
Current Assets
  Cash                                                       $  15,440,359     
  Marketable Securities, at Fair Value                           1,785,262      
  Receivables, Net                                                 110,515      

Total Current Assets                                            17,336,136

Other Assets                                                             
   Noncurrent Investments, at Fair Value                         5,259,066     
   Other Assets                                                      2,238     

Property, Plant and Equipment, Net                                 856,276 

TOTAL ASSETS                                                 $  23,453,716  

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable and Accrued Liabilities                   $     251,548     
  Income Taxes Payable                                             150,147    
  Deferred Income Taxes                                            250,900    
  Due to Parent Company                                             20,641

            Total Current Liabilities                              673,236

Provison For Estimated Title and Escrow Losses                     958,181  
Minority Interests                                                 381,196
Deferred Income Taxes                                              720,900
Excess of Fair Value of Net Assets Acquired Over Cost               46,580


Stockholders' Equity 
                                              
  Common Stock - $.05 Par Value,
    30,000,000 shares authorized,
    10,483,142 shares outstanding                                  524,157 
  Additional Paid-In Capital                                    16,165,957 
  Retained Earnings                                              2,585,076
  Accumulated Other Comprehensive Income                         1,398,433 

             Total Stockholders' Equity                         20,673,623 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 23,453,716   

              	See Notes to Consolidated Financial Statements

                                   2
	
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                                  TSI, INC.

                           	STATEMENTS OF INCOME

                                                   For The Three Months Ended
                                                             March 31,       
                                                       1999           1998   

Operating Revenues                                  $ 897,532      $ 892,525 

Operating Expenses      
    Salaries & Payroll Costs                          268,827        213,101
    Depreciation                                       20,434         20,472 
    Other Expenses                                    183,469        174,031
                                                         
    Total Expenses                                    472,730        407,604

                                                      424,802        484,921

Amorizatation of Deferred Credit                        2,055          2,055  

Minority Portion of Income                             (5,270)        (8,731)

                                                      421,587        478,245

Income Tax Expense                                   (155,000)      (180,000)

Net Income                                            266,587        298,245 

Other Comprehensive Income
 Increase (Decrease) in
 Unrealized Holding Gains,
 Net of Income Taxes                                 (151,484)       296,844

Comprehensive Income                                $ 115,103      $ 595,089
   


    
	              See Notes to Consolidated Financial Statements
                                     
                                  3

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                                	TSI, INC.

                        	STATEMENTS OF CASH FLOWS
	
                                                  For The Three Months Ended
                                                          March 31,        
                                                     1999           1998    

CASH FLOWS FROM OPERATING ACTIVITIES

Net Cash Provided By Operating
 Activities                                       $  371,552     $  408,023 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash Purchases of Furniture and Equipment             (5,923)        (7,896)  
Cash Purchases of Minority Interests                    (457)          -    
Cash Used for Purchases of Marketable
 Securities Available For Sale                       (16,932)       (16,047)
Cash Received for Sales of Marketable
 Securities Available For Sale                          -            44,728 
  
Net Cash Provided (Used) By 
  Investing Activities                               (17,389)        26,681 


CASH FLOWS FROM FINANCING ACTIVITIES

Cash Provided From Parent Company                     42,391         41,400 

Net Cash Provided By 
  Financing Activities                                42,391         41,400 

NET INCREASE IN CASH                                 396,554        478,104 

CASH - BEGINNING OF PERIOD                        15,043,805     13,084,936

CASH - END OF PERIOD                             $15,440,359    $13,563,040 


              	See Notes to Consolidated Financial Statements

                                   4

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                                 	TSI, INC.

                      	NOTES TO FINANCIAL STATEMENTS

                              	MARCH 31, 1999




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,  
1999 and the results of the Company's operations and cash flows for the three  
months ended March 31, 1999 and 1998.  

The results of operations for the three months ended March 31, 1999 and 1998
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 92% 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, 1999. 

The net unrealized holding gain at March 31, 1999, net of the estimated 
income tax effects and minority interests in the unrealized holding gains, 
is included in Accumulated Other Comprehensive Income at March 31, 1999
in accordance with the provisions of Financial Accounting Standards
No. 130.

                                   5

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                               	TSI, INC.

                   	MANAGEMENT'S DISCUSSION AND ANALYSIS
	                       OF THE STATEMENTS OF INCOME       

                              	MARCH 31, 1999


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,
                                          1999     and    1998   
                                              Increases
                                             (Decreases)

Revenues                              $     5,007             .6%      

Operating Expenses                    $    65,126           16.0%             

Net Income                            $   (31,658)         (10.6%)          


Revenues increased $5,007, .6%, in the first quarter of 1999 as compared 
with the first quarter of 1998 due primarily to increases in rent and other 
revenues partially offset by a decrease in title insurance revenues. 
Operating expenses increased $65,126, 16.0%, in the first quarter of 1999 
as compared with the first quarter of 1998. Salaries and related payroll 
costs increased $55,726, 26.2%, in the first quarter of 1999 as compared 
with the first quarter of 1998 due primarily to increases in the number of 
employees and in salary rates paid by the Company in its title insurance 
operations. The provision for income tax expense decreased $25,000 (13.9%) 
in the first quarter of 1999 as compared with the first quarter of 1998 due 
to the decrease in pretax income.


                                   6
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                               	TSI, INC.

                               	PART II

                           	OTHER INFORMATION

                             	MARCH 31, 1999


ITEM 1	LEGAL PROCEEDINGS

       None

ITEM 2	CHANGES IN SECURITIES AND USE OF PROCEEDS

       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

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                             	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 30, 1999                  s/P. Cunningham           
                                         P. Cunningham,
                                         Assistant
                                         Secretary-Treasurer




Date:  April 30, 1999                  s/Jerry K. Mohland         
                                         Jerry K. Mohland,
                                         Accountant




                                  8

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