UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-QSB  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        June 30, 1997  
  
                   UROPLASTY INC                  
(Exact name of registrant as specified in its charter.)  
  
    Minnesota, U.S.A.                  41-1719250      
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
2718 Summer Street NE, 
Minneapolis, Minnesota   55413       
(Address of principal executive offices)  
  
Registrant's telephone number, including area code:  
(612) 378-1180  
  
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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(b) of the Exchange Act after the distribution of 
securities under a plan confirmed by a court. 

		YES [ ]        NO [ ]       Not subject to Exchange Act at time  [X]

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: 4,145,525 on 
August 5, 1997

Transitional Small Business Disclosure Format 
YES [ ]        NO [X]


<PAGE> 
<TABLE>         
PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

UROPLASTY, INC. and Subsidiaries 
  
CONSOLIDATED BALANCE SHEETS  
(Unaudited)

  
<CAPTION>  
                                       June 30, 1997      March 31, 1997 
                                    _________________      ______________
                                 
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $    919,194       $    814,603 
  Accounts receivable trade                  732,106            502,744 
  Inventories                                368,485            387,373 
  Prepaid expenses                            94,762            105,625 
                                           _________          _________
Total Current Assets                       2,114,547          1,810,345 
                                           ---------          ---------
 
Property, Plant and Equipment                299,688            241,075  
  Less accumulated depreciation 
  and amortization                          (134,874)           (92,745) 
                                           _________          _________
                                             164,814            148,330 
                                           ---------          ---------

Intangible assets, net of 
  accumulated amortization                    83,633             80,030
                                           _________          _________    
TOTAL ASSETS                            $  2,362,994       $  2,038,705 
                                           =========          =========

</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' EQUITY  
<S>                                           <C>                <C> 
Current Liabilities  
  Accounts payable                      $    266,860       $    160,811 
  Accrued liabilities
    Compensation and payroll taxes            56,056             62,364 
    Royalties                                 20,100             12,400 
    Income tax                                36,548                  0
    Other                                     52,524            127,766 
  Current maturities - long termt debt  $     41,265       $     36,954 
                                           _________          _________
Total Current Liabilities                    473,353            400,295 
                                           ---------          ---------

Long Term Debt, less current maturities      425,793            407,994 

Total Liabilities                            899,146            808,289
                                           ---------          ---------

Shareholders' equity  
  Common stock $.01 par value;  
   Authorized 20,000,000 shares
   Issued and outstanding -  
   3,649,525 shares                           36,495             36,495 
  Additional paid in capital               1,963,560          1,963,560
  Accumulated deficit                       (354,226)          (592,918)
  Cumulative translation adjustment         (176,981)          (171,721)
  Note receivable                             (5,000)            (5,000)
                                          __________         __________
Total Shareholders' Equity                 1,463,848          1,230,416 
                                          ----------         ---------- 

TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
EQUITY                                  $  2,362,994      $   2,038,705
                                          ==========         ==========  
<FN> 
See accompanying notes to consolidated financial statements.  
</TABLE>

<PAGE>  
<TABLE>  
  
 
UROPLASTY, INC. and Subsidiaries  
  
CONSOLIDATED STATEMENTS OF OPERATIONS  
(Unaudited)
   
<CAPTION>  
                                                Three months ended 
                                                     June 30
                                       
                                                1997               1996 
                                          __________         __________
<S>                                           <C>               <C> 

Net sales                               $  1,149,239       $    818,920 
Cost of goods sold                           236,623            177,301
                                          __________         __________
  Gross profit                               912,616            641,619

Operating expenses:
  General and administrative                 206,894            181,341
  Research and development                   134,228            116,749
  Selling and marketing                      217,159            211,006
                                          __________         __________ 
                                             558,281            509,096 
                                          ----------         ----------

  Operating profit                           354,335            132,523   

Other income (expense)
  Interest income                              1,167                333
  Interest expense                            (8,757)            (9,309)
  Foreign currency exchange loss             (71,095)           (72,349)
  Other                                            0                  0
                                          ----------         ----------
                                             (78,685)           (81,325)

   Income pretax                             275,650             51,198

Income tax expense                            36,958                  0
                                          __________         __________  
Net income                              $    238,692       $     51,198    
                                          ==========         ==========

Primary income per common share
and common share equivalent                     $.06               $.01

Fully diluted income per common        
share and common share equivalent               $.06               $.01 

Weighted average common shares and common 
share equivalent outstanding:
Primary                                    3,916,073          3,689,225 
Fully diluted                              3,916,073          3,689,255


See accompanying notes to consolidated financial statements. 
</TABLE>


<PAGE> 
<TABLE>  
UROPLASTY, INC. and Subsidiaries 
  
CONSOLIDATED STATEMENTS OF CASH FLOWS  
(Unaudited)
  
<CAPTION>  
                                                   Three months ended
                                                        June 30

                                                1997               1996
                                          __________         __________   
<S>                                           <C>                <C>  


Cash flows from operating activities:
   Net income                           $    238,692     $       51,198
   Adjustments to reconcile net income
   to net cash provided by:
      Depreciation and amortization           46,628             13,647
      Loss (gain) on disposal of assets            0                  0
      Changes in operating assets and 
      liabilities
         Accounts receivable                (229,362)          (138,117)
         Inventories                          18,888            (61,908)
         Prepaid expenses                     10,863            (47,883)
         Accounts payable                    106,049              3,751
         Accrued liabilities                  (5,110)           (30,882)
------------------------------------------------------------------------
Net cash provided by (used in)
operating activities                         186,648           (210,194) 
------------------------------------------------------------------------

Cash flows from investing activities:
   Payments for property, plant and equipm.  (58,613)           (49,323)   
   Payments relating to intangible assets     (8,103)            (1,775)
   Proceeds from sale of intangible asset          0                  0
------------------------------------------------------------------------
Net cash (used in) investing activities      (66,716)           (51,098)
------------------------------------------------------------------------

Cash flows from financing activities:
  Repayment of long-term obligations         (10,081)            (7,291)
  Proceeds from issuance of notes payable          0             32,819
  Net proceeds from issuance of stock              0                  0
  Payments received on note receivable             0             14,692  
------------------------------------------------------------------------   
Net cash (used in) provided by
financing activities                         (10,081)            40,220
------------------------------------------------------------------------

Exchange rate changes                         (5,260)            72,272
------------------------------------------------------------------------
Net increase (decrease)in cash and 
cash equivalents                             104,591           (148,800)


Cash and cash equivalents at beginning 
of period                                    814,603            718,630
------------------------------------------------------------------------       
Cash and cash equivalents at end 
of period                                $   919,194        $   569,830      
------------------------------------------------------------------------


<FN>  
See accompanying notes to consolidated financial statements. 
</TABLE>

<PAGE> 
 
UROPLASTY, INC. and Subsidiaries  
  

FOOTNOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The financial statements included in this Form 10-QSB have been prepared by 
the Company, without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission. Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed, or 
omitted, pursuant to such rules and regulations, although management believes
the disclosures are adequate to make the information presented not misleading.
The results of operations for any interim period are not necessarily 
indicative of results for a full year. These statements should be read in 
conjunction with the financial statements and related notes included in the 
Company's Annual Report on Form 10-KSB for the year ended March 31, 1997. 

The financial statements presented herein as of June 30, 1997 and for 
the three months ended June 30, 1997 and 1996 reflect, in the 
opinion of management, all material adjustments consisting only of normal 
recurring adjustments necessary for a fair presentation of the financial 
position, results of operations and cash flows for the interim periods. 

(2)  Subsequent Event

None.  


<PAGE>  
  
UROPLASTY, INC. and Subsidiaries  

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

Set forth below is management's discussion and analysis of financial 
condition and results of operations for the three months and quarters ended 
June 30, 1997 and 1996. 


Liquidity and Capital Resources

         Uroplasty and its wholly-owned subsidiaries' capital resources are
derived from existing sales of the Company's products. As of June 30, 1997, 
the Company had approximately $919,000 in cash and cash equivalents. 
Management believes the success being experienced with Macroplastique 
Implants(R) will continue to have an increasing effect on the monthly sales 
level, however, in the event sales do not increase, management believes that 
operating expenses can be reduced in order to limit the use of its cash 
resources without significantly impairing its ability to develop the 
Macroplastique Implant market, which obviously would be slowed under such 
circumstances. 
 

         There is currently no financing arrangement in place for Uroplasty's
working capital needs, and the Registrant has no material unused sources of
liquidity other than its cash reserves and its accounts receivable balances 
and inventory. The company is establishing a new manufacturing facility in 
the Netherlands. Management's intention is to finance its capital equipment 
needs with lease financing. 

         Management believes there are equity financing opportunities 
available from a number of sources. Management believes the development 
of the market for Macroplastique in various sales territories outside the
United States and the completion of an IDE and subsequent PMA for introduction
of Macroplastique into the US market would proceed more rapidly with an 
increase in capital. The Company is currently considering the cost benefit of
new equity financing. 

         Financing other than cash generated by product sales 
will be necessary to pursue an Investigational Device Exemption (IDE) 
application and Premarket Approval Application (PMA) for Macroplastique with 
the United States Food and Drug Administration (FDA).


         Results of Operations.

         During the three months ended June 30, 1997, net sales was 
$1,149,239 compared to $818,920 during the three months ended June 30, 1996. 
This increase of $330,319 (40%) for the three months ended is the result of 
substantially higher sales of the Macroplastique Implant products as a 
result from increased market penetration by existing distribution outlets.  
Sales of Macroplastique is now 91% of total sales. 

         It is expected that Macroplastique sales will continue to grow 
through further market penetration by existing distribution outlets, 
expansion of its distribution network and the introduction of innovations 
in Macroplastique implantation for fiscal 1998. 

         Management believes there will be upward pressure on selling, 
general and administrative expenses as efforts continue to increase awareness 
and acceptance of Macroplastique. Additionally, management anticipates 
increased funds for research and development projects for fiscal 1998.
There was a moderate increase (9.6%)of the operating expenses from $509,096 
for the first quarter fiscal 1997 to $558,281 for the first quarter fiscal 
1998.  

         The income tax expense of $36,958 is the result of an expensed tax 
liability on the profit made in the first quarter of fiscal 1998 by a foreign 
subsidiary. This profit cannot be compensated with the Companies net operating
loss (NOL) carry forward.  

         For the three months ended June 30, 1997 a net income totaled of 
$238,692; this includes an exchange loss of $71,095, respectively $51,198 
net income and $72,349 exchange loss for the three months ended June 30, 1996. 
The operating profit for the three months ended June 30, 1997 was $354,335, 
compared to $132,523 same period last year. 

         The Registrant sells Macroplastique and its related ancillary 
products, and Bioplastique(TM)Implants for use in augmenting other soft 
tissues. Management's current objectives are to focus on growth in sales and 
market penetration of the Macroplastique Implant line for incontinence and 
Vesicoureteric reflux treatment. 



<PAGE>  

UROPLASTY, INC. and Subsidiaries
  

PART II - OTHER INFORMATION  


  
Except for the following  none of the items contained in PART II of 
Form 10-QSB are applicable to the Company for the quarter ended 
June 30, 1997. 



ITEM 5. OTHER INFORMATION

         On July 11, 1997, the Registrant's second largest shareholder, the 
Bioplasty Product Claimants Trust (the "Trust"), which prior to such date 
owned 640,000 shares, or 17.5% of the Registrant's outstanding shares of 
common stock, sold such shares to a group of investors (the "Investors").  
In connection with such transaction, the Trust sold to the Investors its 
interest in that certain Promissory Note, dated March 30, 1994, which, at 
March 31, 1997, had a principal balance outstanding of $496,000.

         Concurrently with the sale of the 640,000 shares to the Investors, 
the Registrant agreed to convert and did convert the Note into 496,000 shares 
of Common Stock, at a conversion ratio of $1.00 per share.

         The Investors consisted of 34 individuals, retirement accounts and 
corporations located primarily in the Minneapolis/St. Paul, Minnesota area.  
Except for 36,480 shares sold by the Trust under Rule 144, each of the stock 
certificates representing shares delivered to the Investors bore a restrictive 
legend and was made subject to a Stop Transfer Order.

         As a result of this transaction, the Company will have 4,145,525 
shares of common stock outstanding.



<PAGE>  
  
UROPLASTY, INC. and Subsidiaries 

  
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. 


UROPLASTY, INC

Dated:  August 5, 1997            By /s/ DANIEL G. HOLMAN
                                  Daniel G. Holman 					                  
                                  Chairman, President and CEO
                                 (Principal Executive and Financial Officer)