UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-QSB/A  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        December 31, 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: 4,180,725 on 
February 11, 1997

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


<PAGE> 
<TABLE>         
PART I. FINANCIAL INFORMATION

This amended 10QSB is being filed to restate the financial statements in
Item 1. 



ITEM 1. FINANCIAL STATEMENTS

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

  
<CAPTION>  
                                    December 31, 1997      March 31, 1997 
                                    _________________      ______________
                                 
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $    871,317       $    814,603 
  Accounts receivable trade                  628,573            502,744 
  Inventories                                226,654            387,373 
  Prepaid expenses                           172,707            105,625 
                                           _________          _________
Total Current Assets                       1,899,251          1,810,345 
                                           ---------          ---------
 
Property, Plant and Equipment              1,212,540            241,075  
  Less accumulated depreciation 
  and amortization                          (185,122)           (92,745) 
                                           _________          _________
                                           1,027,418            148,330 
                                           ---------          ---------

Intangible assets, net of 
  accumulated amortization                    87,571             80,030
                                           _________          _________    
TOTAL ASSETS                            $  3,014,240       $  2,038,705 
                                           =========          =========

</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' EQUITY  
<S>                                           <C>                <C> 
Current Liabilities  
  Accounts payable                      $    157,380       $    160,811 
  Accrued liabilities
    Compensation and payroll taxes            61,440             62,364 
    Royalties                                 18,300             12,400 
    Income tax                                54,763                  0
    Vat payable                               38,225             32,547  
    Other                                     23,836             95,219 
  Current maturities - long termt debt  $     47,712       $     36,954 
                                           _________          _________
Total Current Liabilities                    401,656            400,295 
                                           ---------          ---------

Long Term Debt, less current maturities      641,201            407,994 

Total Liabilities                          1,042,857            808,289
                                           ---------          ---------

Shareholders' equity  
  Common stock $.01 par value;  
   Authorized 20,000,000 shares
   Issued and outstanding -  
   4,170,525 shares                           41,705             36,495 
  Additional paid in capital               2,412,309          1,963,560
  Accumulated deficit                       (345,988)          (664,470)
  Cumulative translation adjustment         (131,643)          (100,169)
  Note receivable                             (5,000)            (5,000)
                                          __________         __________
Total Shareholders' Equity                 1,971,383          1,230,416 
                                          ----------         ---------- 

TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
EQUITY                                  $  3,014,240      $   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 
                                                   December 31
                                       
                                                1997               1996 
                                          __________         __________
<S>                                           <C>               <C> 

Net sales                               $  1,108,051       $    906,250      
Cost of goods sold                           235,595            231,293
                                          __________         __________
  Gross profit                               872,456            674,957

Operating expenses:
  General and administrative                 239,076            132,538
  Research and development                   255,363            183,386       
  Selling and marketing                      238,722            233,852
                                          __________         __________ 
                                             733,161            549,776 
                                          ----------         ----------

  Operating profit                           139,295            125,181   

Other income (expense)
  Interest income                              1,991              1,059
  Interest expense                            (2,205)            (9,038)
  Foreign currency exchange gain (loss)       (2,014)           (26,181)
                                          ----------         ----------
                                              (2,228)           (34,160)

   Income pretax                             137,067             91,021

Income tax expense                            51,176                  0
                                          __________         __________  
Net income                              $     85,891       $     91,021    
                                          ==========         ==========

Basic earnings per share                        $.02               $.03

Diluted earnings per share                      $.02               $.03 

Weighted average common shares outstanding:
Basic                                      4,170,525          3,628,612 
Diluted                                    4,482,407          3,628,612


                                                 Nine months ended 
                                                   December 31
                                       
                                                1997               1996 
                                          __________         __________
<S>                                           <C>               <C> 

Net sales                               $  3,174,654       $  2,415,923           
Cost of goods sold                           694,844            571,356
                                          __________         __________
  Gross profit                             2,479,810          1,844,567

Operating expenses:
  General and administrative                 714,142            497,036
  Research and development                   548,544            425,932       
  Selling and marketing                      684,866            682,052
                                          __________         __________ 
                                           1,947,552          1,605,020 
                                          ----------         ----------

  Operating profit                           532,258            239,547   

Other income (expense)
  Interest income                              5,133              1,592
  Interest expense                           (11,676)           (27,749)
  Foreign currency exchange loss            (106,402)          (113,251)
  Other                                            0             60,175
                                          ----------         ----------
                                            (112,945)           (79,233)

   Income pretax                             419,313            160,314

Income tax expense                           100,831                  0
                                          __________         __________  
Net income                              $    318,482       $    160,314          
                                          ==========         ==========



Basic earnings per share                        $.08               $.05

Diluted earnings per share                      $.08               $.05 

Weighted average common shares outstanding:
Basic                                      3,975,358          3,540,379 
Diluted                                    4,239,359          3,540,379




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


<PAGE> 
<TABLE>  
UROPLASTY, INC. and Subsidiaries 
  
CONSOLIDATED STATEMENTS OF CASH FLOWS  
(Unaudited)
  
<CAPTION>  
                                                    Nine months ended
                                                      December 31

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


Cash flows from operating activities:
   Net income                           $    318,482     $      160,314  
   Adjustments to reconcile net income
   to net cash provided by:
      Depreciation and amortization          106,958             55,416
      Loss on disposal of assets                   0             45,000
      Changes in operating assets and 
      liabilities
         Accounts receivable                (125,829)          (162,083)
         Inventories                         160,719           (120,572)
         Prepaid expenses                    (67,082)             6,896
         Accounts payable                     (3,431)           (12,625)
         Unearned income                      10,462                  0
         Accrued liabilities                  15,763           (117,855)
------------------------------------------------------------------------
Net cash provided by (used in)
operating activities                         416,042           (145,509) 
------------------------------------------------------------------------

Cash flows from investing activities:
   Payments for property, plant and equipm. (971,465)           (83,492)   
   Payments relating to intangible assets    (22,122)           (12,635)
   Proceeds from sale of intangible asset          0                  0
------------------------------------------------------------------------
Net cash (used in) investing activities     (993,587)           (96,127)
------------------------------------------------------------------------

Cash flows from financing activities:
  Repayment of long-term obligations        (472,775)           (39,503)
  Proceeds from issuance of notes payable    684,549             41,100
  Net proceeds from issuance of stock        453,959            145,000
  Payments received on note receivable             0             22,595  
------------------------------------------------------------------------   
Net cash provided by
financing activities                         665,733            169,192
------------------------------------------------------------------------

Exchange rate changes                        (31,474)           100,609
------------------------------------------------------------------------
Net increase in cash and 
cash equivalents                              56,714             28,165


Cash and cash equivalents at beginning 
of period                                    814,603            718,630
------------------------------------------------------------------------       
Cash and cash equivalents at end 
of period                                $   871,317        $   746,795            
------------------------------------------------------------------------


<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 December 31, 1997 and for 
the three/nine months ended December 31, 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)  Property, Plant and Equipment

In November, 1997 the Company purchased a facility in the Netherlands, where
the Company's International Headquarters is established.
The purchase price for the facility, which includes land was approximately 
$590,000. The building has an estimated useful life of 40 years and will be 
depreciated on a straight line basis. 


(3)  Long term debt

In connection with the acquisition, discussed in note 2, the Company issued a 
long-term Note Payable to finance the purchase. 
Proceeds of the Note were $646,000. The Note Payable bears interest at a rate
of 5% annually and is scheduled to be repaid monthly over a twenty-year period. 

The note is collateralized by the inventory, general assets and the building
of Uroplasty B.V., wholly owned subsidiary of the Company. The collateral on 
the note will be reduced to the building only when the note is reduced to 
$575,000. The note has various restrictions convenants which can cause the 
note to become payable on demand. 


(4)  Earnings Per Share

During the third quarter of fiscal 1998, the Company adopted Statement 
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 
No. 128"). SFAS No. 128 requires presentation of both Basic EPS and 
Diluted EPS on the face of the statement of operations. Basic EPS, which 
replaces primary EPS, is computed by dividing net income available to 
stockholders by the weighted average number of common shares outstanding during 
the period. Unlike the computation of primary EPS, Basic EPS excludes the 
dilutive effect of stock options. Diluted EPS replaces fully diluted EPS and 
gives effect to all dilutive potential common shares outstanding during the 
period. In computing Diluted EPS, the average stock price for the period is 
used in determing the number of shares assumed to be purchased from exercise of 
stock options rather than the higher of the average or the ending stock price as
used in the computation of fully diluted EPS.


(5)  Adjustments to financial statements 

For the quarter ended December 31, 1997, a foreign currency translation 
gain totaling $5,050 or $0.00 per diluted share was recorded as a 
translation adjustment within shareholders' equity rather than as an 
exchange gain in the statement of operations. This restatement involved a 
non-operating gain associated with foreign currency exchange rate risk and 
did not impact total shareholders' equity. 



<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 nine months and quarters ended 
December 31, 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 December 31, 
1997, the Company had approximately $871,000 in cash and cash equivalents. 
Management believes the success being experienced with Macroplastique (R) 
Implants 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 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. 

In November, 1997, due to the expansion of the Company, Uroplasty B.V. in 
The Netherlands purchased an office building for the International 
Headquarters. The purchase price of the building was $590,000 and was fully 
financed through the issuance of a Note Payable. Interest payments and 
repayments of the debt will amount to $5,000 a month over a 20-year period. 

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 nine months ended December 31, 1997, net sales were $3,174,654 
compared to $2,415,923 during the nine months ended December 31, 1996 and 
$1,108,051, and $906,250 for the three months ended December 31, 1997 and 1996 
respectively. This increase of $758,731 (31%) for the nine months ended and 
$201,801 (22%) 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 are approximately 90% 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. 

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 expenditures for research and development projects for fiscal 1998.
Operating expenses increased 21% from $1,605,020 for the nine months ended 
December 31, 1996 to $1,947,552 for the nine months ended December 31, 1997
and 33% from $549,776 for the three months ended December 31, 1996 to $733,161
for the three months ended December 31, 1997 respectively. The increase in 
operating expenses for the nine-month and three-month periods ended December 
31, 1997 are primarily attributable to an increase in the number of employees
and the initiation of several research and development projects. 

The operating profit for the nine months ended December 31, 1997 was $532,258, 
compared to $239,547 for the same period last year. The operating profit for 
the three months ended December 31, 1997 was $139,295, compared to $125,181 
for the same period last year. 

Income tax expense for the 3 months and 9 months ended December 31, 1997 was 
$51,176 and $100,831, respectively, compared to $0 in the prior year comparable 
periods. The Income tax expense results from foreign income, which cannot 
be offset by the Company's US operating loss carry forward. 

For the nine months ended December 31, 1997 net income totaled 
$318,482, compared to $160,314 for the nine months ended December 31, 1996 
and $85,891 compared to $91,021 for the three months ended December 31, 1997 
and 1996, respectively. 


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 
December 31, 1997. 



ITEM 5. OTHER INFORMATION

This Form 10QSB contains certain forward-looking statements. For this purpose,
any statements contained in this Form 10QSB that are not statements of 
historical fact may be deemed to be forward-looking statements. Without 
limiting the foregoing, words such as "may", "will", "expect", "believe", 
"anticipate", "estimate", or "continue" or comparable terminology are intended 
to indicate forward-looking statements. These statements by their nature 
involve substantial risks and uncertainties, and actual results may differ 
materially depending on a variety of factors, including the following: the 
fluctuation in the Company's operating results; the impact of competition; 
new product development cycles and the market acceptance of the Company's
products; the Company's ability to protect its intellectual property rights 
and to resolve any intellectual property disputes on reasonable terms; the
ability of the Company to continue to build its distribution network; and 
obtaining and maintaining government approvals. 


No other information. 




<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:  May 5, 1998               By /s/ DANIEL G. HOLMAN
                                  Daniel G. Holman 					                  
                                  Chairman, President and CEO
                                 (Principal Executive and Financial Officer)