UNITED STATES
                    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, 1995
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

Commission File Number 33-13058-C



                              SURGIDYNE, INC.
              (Name of small business issuer in its charter)


          Minnesota                                    58-1486040
(State or other jurisdiction of                    (I.R.S. Employer

 incorporation or organization)                  Identification
Number)   


              9909 South Shore Drive, Minneapolis, MN  55441
                 (Address of principal executive offices)

                              (612) 595-0665
                        (Issuer's telephone number)





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.   X  YES      NO

      4,537,913 shares of Common Stock, no par value, outstanding
at
                             November 13, 1995

      Transitional Small Business Disclosure Format.      YES   X
NO














<PAGE>
SURGIDYNE, INC.
BALANCE SHEETS




                                                (Unaudited)
                                                September 30,
December 31,
                                                    1995        
1994



ASSETS

Current Assets
  Cash and cash equivalents                     $  52,951     $
11,921
  Accounts receivable, less allowance
    for doubtful accounts of $4,450                87,179      
65,865
  Inventories (Note 2)                            184,818     
212,050
  Prepaid expenses                                  3,652       
3,652

      Total current assets                        328,600     
293,488


Furniture and Equipment, at cost (Note 3)         360,257     
351,017
  Less accumulated depreciation                   309,067     
301,325

      Total furniture and equipment                51,190      
49,692



Other Assets
  Patents and trademarks, net of accumulated
    amortization of $29,084 in 1995 and
    $27,159 in 1994                                12,736      
14,661
  Deposits                                          3,529       
3,529
      Total other assets                           16,265      
18,190

      Total assets                              $ 396,055     $
361,370


See Notes to Financial Statements.










<PAGE>
SURGIDYNE, INC.
BALANCE SHEETS (Continued)



                                                (Unaudited)
                                                September 30,
December 31,
                                                    1995        
1994


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Notes payable to officers and directors
    (Note 4)                                    $   19,605    $ 
57,616
  Notes payable to unrelated parties
    (Note 4)                                        11,646      
50,000
  Accounts payable                                  90,470     
125,924
  Current leases payable                             6,406       
6,406
  Accrued expenses                                  32,396      
47,705

      Total current liabilities                    160,523     
287,651



Long-Term Liabilities
  Capital leases payable                             4,783       
9,599


      Total long-term liabilities                    4,783       
9,599


Stockholders' Equity
  Series A Preferred stock, authorized
    1,600,000 shares; $400,000 liquidation
    preference, 1,600,000 shares issued and
    outstanding in 1995 and 1994                   400,000     
400,000
  Common stock, no par value; authorized
    18,400,000 shares; issued and
    outstanding 4,537,913 in 1995 and
    4,453,913 in 1994                            4,286,086   
4,265,086
  Common stock subscriptions; 1,867,570
    shares subscribed in 1995 and 84,000
    in 1994                                        139,489      
21,000
  Accumulated deficit                           (4,594,826) 
(4,621,966)
      Total stockholders' equity                   230,749      
64,120

      Total liabilities and stockholders'
        equity                                  $  396,055    $
361,370

See Notes to Financial Statements.











<PAGE>
SURGIDYNE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

                            
Three and Nine Months        Sept 30     Sept 30     Sept 30   Sept
30
  Ended                        1995        1994        1995    
1994  


OPERATIONS

Net sales                    $ 179,459   $ 166,704   $ 530,636 $
529,935
Cost of goods sold             105,639     121,754     315,567 
319,365

      Gross profit              73,820      44,950     215,069 
210,570

Operating expenses
  Research and development        -         11,757      10,902  
19,712
  Sales and marketing            5,321      14,806      40,566  
38,379
  General and administrative    31,017      57,521     129,972 
203,991

      Total operating
        expenses                36,338      84,084     181,440 
262,082

    Operating income (loss)     37,482     (39,134)     33,629 
(54,419)

Other income (expense)
  Interest income                   61         164         102   
  366
  Interest expense              (2,048)     (2,811)     (8,079) 
(9,008)
  Other                            363      (1,054)      1,488   
5,735


      Net income (loss)      $  35,858   $ (42,835)  $  27,140 $
(54,419)

      Net income (loss)
        per share            $     .01   $    (.01)  $     .00 $ 
 (.01)

      Weighted average
        common shares
        outstanding           6,182,015   4,453,913   5,785,296
4,453,913

See Notes to Financial Statements.


<PAGE>
SURGIDYNE, INC.
STATEMENTS OF CASH FLOWS

                                                   Sept 30,   
Sept 30,
Nine Months Ended                                     1995       
1994

Cash Flows from Operating Activities
  Net income (loss)                             $   27,141    $
(54,419)
  Adjustments to reconcile net income to net
    cash provided by (used) in operating
    activities:
    Depreciation and amortization                    9,604       
9,604
    Changes in assets and liabilities:
      (Increase) decrease in:
        Accounts receivable                        (22,529)    
(21,314)
        Inventories                                 27,232      
(3,173)
        Prepaid expenses                                -        
5,659
      Decrease in:
        Accounts payable and accrued expenses      (38,511)     
(2,201)
      Net cash provided by (used) in operating
        activities                                   4,215     
(67,059)

Cash Flows used in Investing Activities
  Capital expenditures                              (9,240)     
(7,944)
      Net cash used in investing activities         (9,240)     
(7,944)

Cash Flows from Financing Activities
  Payments on capital leases payable                (4,816)     
(5,338)
  Proceeds from private placement                   89,225       
1,182
  Payments on notes payable                        (38,354)      
   -  
  Proceeds from issuance of notes payable              -        
50,000
      Net cash provided by in financing
        activities                                  46,055      
45,844

    Increase (decrease) in cash
      and cash equivalents                          41,030     
(29,159)

Cash and Cash Equivalents:
  Beginning                                         11,921      
61,366
  Ending                                        $   52,951    $ 
32,207

Supplemental Disclosures of Cash Flow
    Information
  Cash payments for interest                    $    8,260    $  
   -  

Supplemental Schedule of Noncash Financing
  Activities
  Accrued expenses exchanged for common shares
    subscribed                                  $   12,253    $ 
21,000
  Equipment on capital lease                            -       
22,788
  Notes payable exchanged for common shares
    subscribed                                      38,011       
   -   

See Notes to Financial Statements.











<PAGE>
SURGIDYNE, INC.

NOTES TO FINANCIAL STATEMENTS


Note 1.  Financial Statements

The Balance Sheet as of September 30, 1995, the Statement of
Operations
for the three and nine month periods ended September 30, 1995 and
September 30, 1994, and the Statement of Cash Flows for the nine
month
periods ended September 30, 1995 and September 30, 1994 have been
prepared
by the Company without audit.  In the opinion of management, all
adjustments (consisting solely of normal, recurring adjustments)
necessary
to present fairly the financial position at September 30, 1995; the
results of operations for the three and nine month periods ended
September
30, 1995 and September 30, 1994, and the statement of cash flows
for the
nine month periods ended September 30, 1995 and September 30, 1994
have
been made.  The Balance Sheet at December 31, 1994 has been taken
from the
audited financial statements at that date.  Results of operations
for the
interim periods are not necessarily indicative of the full fiscal
year.

Note 2  Inventories

Inventories consisted of the following:
                                                Sept 30,    
December 31,
                                                  1995         
1994    

Component parts and subassemblies               $ 124,603     $
131,800
Work in process                                    16,891      
30,790
Finished goods                                     73,324      
79,460
Less obsolescence reserve                         (30,000)    
(30,000)

                                                $ 184,818     $
212,050

Note 3.  Furniture and Equipment

Furniture and equipment consisted of the following:

                                                Sept 30,    
December 31,
                                                  1995         
1994    

Furniture, fixtures and equipment               $ 230,300     $
230,300
Tooling and molds                                 117,757     
108,517
Automobiles                                        12,200      
12,200
                                                $ 360,257     $
351,017

Note 4.  Notes Payable

Notes payable to unrelated parties:  The Company has a 12%
short-term note
payable, secured by a certain customer purchase order.   The
Company has
paid $38,354 in principal on the note and the balance of $11,646 is
due as
the Company receives payment from the customer upon completion of
the
purchase order.












<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition
and
        Results of Operations

Results of Operations - 1995 compared to 1994

Sales.  Sales for the nine and three month periods ended September
30,
1995 were $530,636 and $179,459, respectively, or approximately 0%
and 8%
greater than sales for the same period in fiscal 1994.  Sales are
expected
to remain at these levels, with modest increases due sales to
Baxter

Gross Profit.  Gross profit expressed as percentage of sales
increased
from approximately 40% for the first nine months of fiscal 1994 to
approximately 41% for the same period in fiscal 1995.

Gross profit expressed as percentage of sales increased from
approximately
27% for the three month period ended September 30, 1994 to
approximately
41% for the same period in fiscal 1995.  This increase is primarily
attributed to an increase in productivity spreading overhead costs
over
greater products.

Operating Expenses.  Operating expenses decreased from $262,082 for
the
nine month periods ended September 30, 1994 to $181,439 for the
same
period in fiscal 1995.  This decrease is primarily attributed to a
decrease of approximately $43,000 and $35,000 in salaries and
outside
services, respectively.

Operating expenses decreased from $84,084 for the three month
period ended
September 30, 1994 to $36,338 for the same period in fiscal 1995
due to
the salary reductions previously mentioned.

Liquidity and Capital Resources

At September 30, 1995 the Company had working capital of $168,078
compared
to $5,837 at December 31, 1994.

Cash flows provided by operating activities for the first nine
months of
fiscal 1995 were $4,215, primarily due to net profits and a
decrease in
inventories offset by an increase in accounts receivable and a
decrease in
accrued expenses.  The cash flows provided by operating activities,
along
with proceeds from the Company's private placement have been used
to pay
down notes payable, capital expenditures and to stabilize cash
flow.  

The Company expects additional capital expenditures of
approximately
$5,000 for tooling during the remainder of 1995.  

The Company plans to add additional products to its current product
line
in order to offer a more complete and competitive line.  This will
be done
with low investment by modifying existing products and by
purchasing some
components on an O.E.M. basis.  In addition, the Company is
investigating
several other new products which are at various stages of
development
which could require additional capital in 1995 and 1996 for
development,
the purchase of tooling and the implementation of marketing
efforts.  In
January, 1995, the Company commenced a private placement, equity
offering
to raise capital.  The Company is offering 3,333,333 shares of
common
stock at $.075 per share for total proceeds of $250,000.  As of
November
13, 1995 the Company has raised approximately $93,350 in connection
with
this offering.  






<PAGE>
Continued Long-term liquidity is dependent upon the attainment of
the
short-term factors discussed above and greater sales volumes that
generate
profitable operations.  Increased sales volumes in 1995 and 1996
depend
largely on increased business from contract manufacturing, and
increased
sales from existing and new products.  Contract manufacturing
revenues
have increased in 1995 and are expected to increase further as the
Company
begins production on new Baxter orders and other O.E.M. bids are
accepted.


























































<PAGE>
                        PART II.  OTHER INFORMATION




ITEM 6. Exhibits and Reports on Form 8-K

        (b)   Reports on Form 8-K

              No reports on Form 8-K were filled during the six
month
              period ended September 30, 1995.



                                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.


SURGIDYNE, INC.
 (Registrant)



Date  November 11, 1995             /s/ Vance D. Fiegel          
      
                                    Vance D. Fiegel
                                    President and Principal
Accounting
                                      Officer