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 September 30, 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
      (State or other jurisdiction of incorporation or organization)

                               81-0267738
                   (IRS Employer Identification No.)

            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 September 30, 1999
$.05 Par Value Common Stock                     10,483,142 Shares



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

<PAGE>



                                   TSI, INC.

                                    INDEX


                             SEPTEMBER 30, 1999
                                                                  Page Number
PART I

  Condensed Consolidated Financial Statements:

     Balance Sheet
       September 30, 1999                                             2

     Statements of Income and Comprehensive Income -
       Three Months and Nine Months Ended
       September 30, 1999 and 1998                                    3

     Statements of Cash Flows -
       Nine Months Ended September 30, 1999 and 1998                  4

     Notes to Consolidated Financial Statements                       5

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


PART II

  Other Information                                                   7

  Signatures                                                          8

                                    1

<PAGE>


                                  TSI, INC.

                                BALANCE SHEET

                          AS OF SEPTEMBER 30, 1999
     ASSETS
Current Assets
  Cash                                                          $ 15,819,456
  Marketable Securities, at Fair Value                             1,528,694
  Receivables - Net                                                   81,265

             Total Current Assets                                 17,429,415

0ther Assets
   Noncurrent Investments                                          5,061,519
   Other Assets                                                        2,238
Property, Plant and Equipment, Net                                   845,408

                        TOTAL ASSETS                            $ 23,338,580

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable and Accrued Liabilities                      $    236,407
  Income Taxes Payable                                                28,247
  Due To Parent Company                                               43,168
  Deferred Income Taxes                                              195,400

            Total Current Liabilities                                503,222

Provision For Estimated Title and Escrow Losses                      933,538

Minority Interests                                                   373,196

Excess Of Fair Value Of Net Assets Acquired Over Cost                 42,470

Deferred Income Taxes                                                640,300

Stockholder's 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                                                2,946,539
  Accumulated Other Comprehensive Income                           1,209,201

             Total Stockholders' Equity                           20,845,854

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 23,338,580


               See Notes to Consolidated Financial Statements

                                    2

<PAGE>
<TABLE>

                                 TSI, INC.
<CAPTION>
                            STATEMENTS OF INCOME





                                  For The Three                   For The Nine
                                  Months Ended                    Months Ended
                                  September 30,                   September 30,
                               1999           1998              1999           1998

<S>                        <C>           <C>               <C>              <C>

Operating Revenues         $  732,544    $1,346,983        $2,458,921       $3,640,632

Operating Expenses
  Salaries and Payroll
   Costs                      241,771       249,086           768,084          685,585
  Depreciation                 20,434        27,848            61,302           71,805
  Other Expenses              229,506       200,285           651,913        1,106,303

  Total Expenses              491,711       477,219         1,481,299        1,863,693

                              240,833       869,764           977,622        1,776,939
Amortization of
 Deferred Credit                2,055         2,055             6,165            6,165
Minority Portion of
 (Income) Loss                    864        (6,546)           (5,737)         (34,585)

                              243,752       865,273           978,050        1,748,519

Income Tax Expense            (80,000)     (338,000)         (350,000)        (500,000)

     Net Income               163,752       527,273           628,050        1,248,519

Other Comprehnesive Income (Loss)
  Increase (Decrease) in
  Unrealized Holding Gains,
  Net of Income Taxes         (73,706)   (1,035,485)         (340,716)      (1,247,347)

Comprehensive Income
   (Loss)                  $   90,046    $ (508,212)      $   287,334       $    1,172



</TABLE>
               See Notes To Consolidated Financial Statements


                                     3

<PAGE>
                                  TSI, INC.

                          STATEMENTS OF CASH FLOWS

                                                         For The Nine
                                                         Months Ended
                                                         September 30,
                                                      1999             1998
     CASH FLOWS FROM OPERATING ACTIVITIES

Net Cash Provided By Operating
 Activities                                       $   638,162     $   933,308

     CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds From Sales of Property,
 Plant and Equipment                                     -              8,695

Capital Expenditures Paid in Cash                     (35,923)        (62,769)

Cash Purchases of Minority Interests                     (457)           (681)

Cash Used for Purchases of Marketable
 Securities Available For Sale                        (28,652)        (76,462)

Cash Received on Dispositions of Marketable
 Securities Available For Sale                        137,603         592,148

Net Cash Provided By Investing
  Activities                                           72,571         460,931

     CASH FLOWS FROM FINANCING ACTIVITIES

Cash Advances From (To) Parent Company                 64,918          72,170

Net Cash Provided By
   Financing Activities                                64,918          72,170

NET INCREASE IN CASH                                  775,651       1,466,409

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

CASH - END OF PERIOD                              $15,819,456     $14,551,345






                See Notes to Consolidated Financial Statements

                                     4
<PAGE>

                                TSI, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            September 30, 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 financial position as of September 30, 1999
and the results of the Company's operations for the three months and nine
months ended September 30, 1999 and 1998 and cash flows for the nine months
ended September 30, 1999 and 1998.

The results of operations for the three months and nine months ended
September 30, 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 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 September 30, 1999.

The net unrealized holding gain at September 30, 1999, net of the estimated
income tax effects and minority interests in the unrealized holding gains,
is included in Accumulated Other Comprehensive Income at September 30, 1999
in accordance with the provisions of Financial Accounting Standards No. 130.


                                     5

<PAGE>
                                  TSI, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                            OF THE INCOME STATEMENT

                             SEPTEMBER 30, 1999



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


                                       COMPARISON      OF
                               THREE MONTHS           NINE MONTHS
                                   ENDED                 ENDED
                               SEPTEMBER 30,          SEPTEMBER 30,
                               1999 AND 1998          1999 AND 1998

                               INCREASES              (DECREASES)

Revenues                  $(614,439)    (45.6%)      $(1,181,711)    (32.5%)

Expenses                     14,492       3.0%          (382,394)    (20.5%)

Net Income                 (363,521)    (68.9%)         (620,469)    (49.7%)


Revenues decreased $1,181,711 (32.5%) in the first nine months of 1999 as
compared with the first nine months of 1998 due primarily to gains in the
amount of approximately $786,359 recognized by the Company on the disposition
of securities, including a gain of approximately $417,000 recognized on the
contribution of assets in kind to a charitable organization during the first
nine months of 1998. No such contributions were made during the first nine
months of 1999. Revenues from the Company's title insurance operations
decreased $410,025 (23.3%) in the first nine months of 1999 as compared with
the first nine months of 1998. The decrease was primarily due to a decrease
in revenues of one of the Company's consolidated subsidiaries resulting from
the pirating of key employees by the competition in a manner which the
Company considers unfair. Operating expenses decreased $382,394 (20.5%) in
the first nine months of 1999 as compared with the first nine months of 1998
due primarily to charitable contributions made by the Company during 1998.
The provision for income tax expense decreased $150,000 (30.0%) in the
first nine months of 1999 as compared with the first nine months of 1998 due
primarily to the decrease in pretax income.





                                   6

<PAGE>




                                  TSI, INC.

                                  PART II

                             OTHER INFORMATION

                             SEPTEMBER 30, 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
<PAGE>

                                 TSI INC.

                                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:  October 29, 1999            s/S. C. Lee
                                     S. C. Lee
                                     Assistant Secretary-Treasurer





Date:  October 29, 1999            s/Jerry K. Mohland
                                     Jerry K. Mohland,
                                     Accountant



                                       8