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    December 31, 1998  
  
Commission file number  000-20989  
  
                   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   55413-2820       
(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: 5,918,371 on 
February 16, 1999

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>  
                                   December 31, 1998      March 31, 1998 
                                   _________________      ______________
                                   
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $  1,793,724       $    889,541 
  Marketable securities                    1,496,175                  0
  Accounts receivable trade                  795,257            766,835 
  Inventories                                640,700            294,424 
  Prepaid expenses                           168,075            184,628 
  Interest receivable                         17,044                  0
                                           _________          _________
Total Current Assets                       4,910,975          2,135,428 
                                           ---------          ---------
 
Property, Plant and Equipment              1,644,988          1,261,059  
  Less accumulated depreciation 
  and amortization                          (356,165)          (216,529) 
                                           _________          _________
                                           1,288,823          1,044,530 
                                           ---------          ---------

Marketable securities-Long Term              768,074                  0

Intangible assets, net of 
  accumulated amortization                   109,236            101,586
                                           _________          _________    
TOTAL ASSETS                            $  7,077,108       $  3,281,544 
                                           =========          =========

</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' EQUITY  
<S>                                           <C>                <C> 
Current Liabilities  
  Accounts payable                      $    338,797       $    358,782 
  Accrued liabilities
    Compensation and payroll taxes            77,279             81,526 
    Royalties                                 33,700             16,900 
    Other                                    132,073            116,755 
  Current maturities - long term debt         54,945             47,219
                                           _________          _________
Total Current Liabilities                    636,794            621,182 
                                           ---------          ---------

Long term debt - less current maturities     704,444            609,606

Total Liabilities                          1,341,238          1,230,788
                                           ---------          ---------

Shareholders' equity  
  Common stock $.01 par value;  
   Authorized 20,000,000 shares
   Issued and outstanding - 5,918,371 and
   4,191,525 shares at December 31 and 
   March 31, 1998, respectively.              59,184             41,915 
  Additional paid in capital               5,781,595          2,432,599
  Unrealized loss on marketable securities    (9,538)                 0
  Accumulated profit (deficit)               (68,401)          (256,629)
  Cumulative translation adjustment          (21,970)          (162,129)
  Note receivable shareholder                 (5,000)            (5,000)
                                          __________         __________
Total Shareholders' Equity                 5,735,870          2,050,756 
                                          ----------         ---------- 

TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
EQUITY                                  $  7,077,108      $   3,281,544
                                          ==========         ==========  
<FN> 
See accompanying notes to consolidated financial statements.  
</TABLE>  

<PAGE>  
<TABLE>  
  
 
UROPLASTY, INC. and Subsidiaries  
  
CONSOLIDATED STATEMENTS OF OPERATIONS  
(Unaudited)

<CAPTION>  
                                                Three months ended                   Nine months ended       
                                                   December 31                          December 31         
                                       
                                             1998               1997                1998             1997      
                                          __________         __________          ___________      __________ 

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

Net sales                               $  1,365,652       $  1,108,051            3,875,891       3,174,654 
Cost of goods sold                           449,504            235,595            1,028,028         694,844
                                          __________         __________          ___________      __________ 
  Gross profit                               916,148            872,456            2,847,863       2,479,810 

Operating expenses:
  General and administrative                 311,865            239,076              857,794         714,142 
  Research and development                   455,910            255,363              936,554         548,544 
  Selling and marketing                      400,354            238,722            1,052,587         684,866 
                                          __________         __________          ___________      __________ 
                                           1,168,129            733,161            2,846,935       1,947,552  
                                          ----------         ----------          -----------      ----------  

  Operating profit (loss)                   (251,981)           139,295                  928         532,258 

Other income (expense)     
  Interest income                             44,211              1,991              107,101           5,133 
  Interest expense                            (9,291)            (2,205)             (27,979)        (11,676)
  Liquidation gain on foreign subsidiary      39,565                  0               39,565               0
  Foreign currency exchange gain (loss)      (43,927)            (2,014)              19,876        (106,402)  
  Other                                            0                  0               (3,532)              0 
                                          ----------         ----------          -----------      ----------   
                                              30,558            (2,228)              135,031        (112,945)  

   Income (loss) pretax                     (221,423)           137,067              135,959         419,313  

Income tax expense (benefit)                 (61,096)            51,176              (52,269)        100,831  
                                          __________         __________          ___________      __________   
Net (loss)income                        $   (160,327)      $     85,891        $     188,228    $    318,482  
                                          ==========         ==========          ===========      ==========  

Net income (loss) per common share            $(0.03)             $0.02                $0.03           $0.08  
Net income (loss) per common share
   assuming dilution                          $(0.03)             $0.02                $0.03           $0.08  

Weighted average common and potential
 common shares outstanding:
   Basic                                   5,918,371          4,170,525             5,528,182      3,975,358  
   Diluted                                 5,918,371          4,482,407             5,845,856      4,239,359  


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                                       

                                             1998               1997              
                                          __________         __________                              

<S>                                           <C>                <C>                                   


Cash flows from operating activities:
   Net income                           $    188,228      $     318,482                    
   Adjustments to reconcile net income
   to net cash provided by operations:
      Depreciation and amortization          159,709            106,958                            
      Amortization of premium and discounts
      marketable securities, net              (1,081)                 0
      Gain on liquidation of subsidiary      (39,565)                 0 
      Changes in operating assets and 
      liabilities
         Accounts receivable                 (28,422)          (125,829)                        
         Inventories                        (346,276)           160,719                        
         Prepaid expenses                     16,553            (67,082)                         
         Interest receivable                 (17,044)                 0
         Accounts payable                    (19,985)            (3,431)                        
         Accrued liabilities                  27,871             26,225                      
------------------------------------------------------------------------                         
Net cash (used in) provided by 
   operating activities                      (60,012)           416,042                      
------------------------------------------------------------------------                     

Cash flows from investing activities:
   Payments for property, plant and equipm. (383,929)          (971,465)                     
   Payments relating to intangible assets    (27,723)           (22,122)
   Purchase of marketable securities      (2,272,706)                 0                         
------------------------------------------------------------------------                       
Net cash used in investing activities     (2,684,358)          (993,587)                    
------------------------------------------------------------------------                    

Cash flows from financing activities:
  Repayment of long-term obligations         (43,157)          (472,775)                
  Proceeds from issuance of notes payable     75,007            684,549                      
  Net proceeds from issuance of stock      3,366,265            453,959                   
------------------------------------------------------------------------                  
Net cash provided by 
financing activities                       3,398,115            665,733                 
------------------------------------------------------------------------                 

Effect of exchange rates on
   cash and cash equivalents                 250,438            (31,474)               
------------------------------------------------------------------------       
Net increase in cash and cash
equivalents                                  904,183             56,714         


Cash and cash equivalents at beginning 
of period                                    889,541            814,603        
------------------------------------------------------------------------     
Cash and cash equivalents at end 
of period                                $ 1,793,724        $   871,317     
------------------------------------------------------------------------     


<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, 1998. 

The financial statements presented herein as of December 31, 1998 and for 
the three and nine months ended December 31, 1998 and 1997 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) Forward-looking Statements 

The Company may from time to time make written or oral "forward-
looking statements", including statements contained in this 
Filing by the Company with the Securities and Exchange Commission and in 
its reports to stockholders, as well as elsewhere.  "Forward-looking 
statements" are statements such as those contained in projections, plans, 
objectives, estimates, statements of future economic performance, 
and assumptions related to any of the foregoing, and may be 
identified by the use of forward-looking terminology, such as 
"may, "expect," "anticipate," "estimate, "goal," "continue," 
or other comparable terminology.  By their very nature, forward-
looking statements are subject to known and unknown risks and 
uncertainties relating to the Company's future performance that 
may cause the actual results, performance or achievements of the 
Company, or industry results, to differ materially from those 
expressed or implied in any such "forward-looking statements".  
Any such statement is qualified by reference to the following 
cautionary statements. 

(3) Marketable Securities

The Company accounts for its marketable debt securities in accordance
with the provisions of Statement of Financial Accounting Standards No. 115 
("SFAS 115"), "Accounting for Certain Investments in Debt and Equity 
Securities". The Company's marketable debt securities are classified as 
available-for-sale and are carried at fair value. 

(4)  Inventories

Inventories are summarized as follows:

                          December 31, 1998        March 31, 1998
                         __________________        ______________
                         
      Raw materials               $ 144,033             $  47,891
      Work-in-process               303,141               118,973
      Finished goods                193,526               127,560
                                   ________              ________
                                  $ 640,700             $ 294,424

(5)  Private Placement

On June 18, 1998, the Company completed a private placement of 1,702,950
shares of Common Stock at $2.375 per share, which resulted in net proceeds
to the Company of approximately $3,385,000.  In connection with the private
placement, the Company issued warrants to purchase an aggregate of 150,000
shares of Common Stock at an exercise price of $2.375 per share.  The
warrants are exercisable until June 18, 2003.  


(6)  Effective April 1, 1997, the Company adopted Statement of Financial 
Accounting Standards No. 130 (SFAS No. 130), "Reporting Comprehensive Income." 
SFAS No. 130 requires that an entity report a total for comprehensive income 
in condensed financial statements of interim periods issued to shareholders.  
For the three and nine month periods ended December 31, 1998 and 1997 the 
net income (loss), items of other comprehensive income and comprehensive 
income are as follows:

                                       3 months ended 
                                               
                            December 31, 1998    December 31, 1997
                           __________________   __________________

Net income (loss)                  $ (160,327)          $   85,891

Items of other comprehensive income:
      Foreign currency translation    (17,555)              (9,102)
                                     ________             ________
Comprehensive income (loss)        $ (177,882)          $   76,789
                                     ========              =======


                                        9 months ended 
                                                
                            December 31, 1998    December 31, 1997
                           __________________   __________________

Net income                         $  188,228           $  318,482

Items of other comprehensive income:
      Foreign currency translation    140,159              (31,474)
                                     ________             ________
Comprehensive income               $  328,387           $  287,008
                                     ========             ========



<PAGE>  
  
UROPLASTY, INC. and Subsidiaries

 

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

Overview 

The Company was incorporated in Minnesota in 1992 as a wholly-owned 
subsidiary of Bioplasty, Inc.  ("Bioplasty"), a manufacturer of breast 
implants.  Bioplasty, along with other breast implant manufacturers, 
became subject to numerous product liability class action lawsuits.  As a 
result, Bioplasty and the Company filed for protection under Chapter 11 of 
the Federal Bankruptcy Code in 1993. The Company emerged from Chapter 11 in 
February, 1994, as a separate and distinct entity from Bioplasty. 

The Company sells Macroplastique(R) and the related ancillary products for 
use in augmenting soft tissues for the purpose of treating urinary 
incontinence.  At this time, sales are only made outside the United States 
because the Company does not have regulatory approval to market its 
product in the United States. 

The Company's current objectives are to focus on growth in sales and 
market penetration of Macroplastique in the European market for urinary 
incontinence and vesicoureteral reflux treatment, and to begin the U.S. 
regulatory process for Macroplastique as a treatment for female stress 
urinary incontinence. 

The Company also sells the Macroplastique product in a different 
configuration for plastic surgery applications under the name 
Bioplastique(tm), in limited markets.  In addition, the Company has been 
selling some specialized wound care products in the Netherlands and Great 
Britain as a distributor for Derma Sciences, Inc. (formerly Genetic 
Laboratories, Inc.), pursuant to a written arrangement which provides for a 
schedule of prices and involves the submission by the Company of purchase
orders to meet product demand.  

Set forth below is management's discussion and analysis of financial 
condition and results of operations for the three and nine months ended 
December 31, 1998 and 1997. 


Results of Operations  

Sales were $3,875,891 for the nine months ended December, 31 1998 as compared 
to $3,174,654 for the nine months ended fiscal 1998. This increase of 
$701,237, or 22%, is the result of increased sales of the Macroplastique 
product due to aggressively expanded overseas marketing activities. The 
Macroplastique product line accounts for 93% of total sales. During the 
three months ended December 31, 1998, net sales were $1,365,652 compared to 
$1,108,051 for the same period last year, an increase of $257,601, or 23%. 

It is expected that Macroplastique sales will continue to grow through 
further market awareness, expansion of the distribution network and the 
introduction of innovations in Macroplastique implantation. 

The gross margin percentage decreased from 79% for the three months ended fiscal
1998 to 67% for the three months ended fiscal 1999. This decrease is due to 
increased import duties on components shipped from The United States to 
The Netherlands where finished products are made and non-recurring costs 
associated with manufacturing changes and new equipment installations. 
The gross margin also includes a non-recurring charge of $38,000 for import
duties relating to previous quarters.  

General and administrative costs increased 20% from $714,142 for the first
nine months of fiscal 1998 to $857,794 for the same period of fiscal 1999
and increased from $239,076 to $311,865, or 30%, for the three months ended 
December 31 of fiscal 1998 and fiscal 1999, respectively. The increase of 
the general and administrative expenses are primarily due to increased costs 
of professional fees, shareholders expense and depreciation. 

The FDA approval costs in the third quarter of fiscal 1999 were $238,588
compared to $0 in the third quarter of 1998 and for the nine months 
ended December 31 of fiscal 1999, were $422,888 compared to $0 for the
same period last year. Other R&D expenses decreased 15% from $255,363 in the
third quarter of fiscal 1998 to $217,322 in the third quarter of fiscal
1999.  Other R&D expenses decreased 6% from $548,544 for the nine months
ended December 31 of fiscal 1998 to $513,666 for the same period this year.  
Increased spending for research and development projects is anticipated, along 
with expenditures for the United States regulatory approval process. 

During the nine months ended December 31, 1998, selling and marketing expenses
were $1,052,587 compared to $684,866 during the nine months ended December 31, 
1997 and $400,354 and $238,722 for the three months ended December 31, 1998
and 1997 respectively. This increase of $367,721, or 54%, for the nine months
ended and $161,632, or 68%, for the three months ended is due to the addition 
of five sales personnel and expanded presence at international and domestic 
medical conferences to increase market awareness of Macroplastique. 

The operating profit for the nine months ended December 31, 1998 was 
$928, compared to $532,258 for the same period last year. The operating 
loss for the three months ended December 31, 1998 was $251,981, compared to an 
operating profit of $139,295 for the same period last year. The decrease is 
primarily due to increased operating expenses, of which $422,888 relates
to FDA approval costs for the nine months ended December 31, 1998, partially 
offset by increased sales. 

Interest income increases reflect interest received on proceeds from the 
private placement.  

In December 1998, the Company liquidated its interest in the wholly owned 
subsidiary in Belgium. The net gain of $39,565 is recognized in other 
income. 

Included in the income tax expense is a non-recurring income
tax refund of $60,503. The remaining balance on the income tax expense
account of $8,234 in the first nine months of fiscal 1999, compared to
$100,831 in the same period last year, relates to foreign tax on the profit
of foreign subsidiaries. 

For the nine months ended December 31, 1998 net income totaled $188,228; this 
includes a foreign currency exchange gain of $19,876 (which is more 
favorable than the comparable period for 1997 because of a change in 
exchange rates). Comparatively, the nine months ended December 31, 1997 
showed $318,482 net income and a $106,402 foreign currency exchange loss. 
For the three months ended December 31, 1998, net loss totaled $160,327;
this includes a foreign currency exchange loss of $43,927. Comparatively,
the three months ended December 31, 1997 showed a $85,891 net income and a
$2,014 foreign currency exchange loss.


Liquidity and Capital Resources 

As of December 31, 1998, the Company had $1,793,724 in cash and cash 
equivalents and $2,264,249 in marketable securities. The Company's 
marketable securities are classified as available-for-sale and are carried 
at amortized cost, which approximates fair value. The capital resources 
are derived from the private placement proceeds and existing sales of the 
Registrant's products. 

On December 31, 1998 the inventory balance was $640,700, compared to a 
balance of $294,424 on March 31, 1998. This is a result of managements'
intention to increase inventory levels in anticipation of increased sales.   

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, its securities and its accounts 
receivable balances. The Company expects that it can satisfy its cash 
requirements and does not expect that it will have to raise additional funds 
in the next twelve months. 

The company expanded its manufacturing facility in The Netherlands with 
the addition of new cleanrooms to increase manufacturing capacity.
In July 1998, a $58,242 Note Payable was issued to partially finance the 
additional cleanrooms. This Note Payable has a fixed interest rate until 
August 2003 of 5.6% per annum. After August 2003, the interest rate can be 
adjusted by the bank. Monthly payments consist of $486 of principal plus 
interest through August 2008.    

The proceeds from the private placement in May and June, 1998 will be used 
to pursue submissions, clinical studies and marketing approvals with the 
U.S. Food and Drug Administration. The Company estimates that fourth quarter 
fiscal 1999 funding of such activities will be approximately $150,000; and 
that fiscal year 2000 funding for such purposes will be approximately 
$1,500,000. If such proceeds are not sufficient to complete the PMA, additional 
cash from internal or other sources will be needed in fiscal year 2000 or 2001. 

The Company has significant operations in the United States and internationally.
United States net operating loss carryforwards cannot be used to offset 
taxable income in foreign jurisdictions. Furthermore, repatriation of dividends
to the U.S. parent may result in additional foreign or U.S. taxes. 


Conversion to Euro Currency

On January 1, 1999, eleven of the fifteen member countries of the European 
Union (the "participating countries") adopted the euro as their common legal 
currency and established fixed conversion rates between their existing 
sovereign currencies and the euro.  The euro trades on currency exchanges and 
is available for non-cash transactions.  The participating countries will issue 
sovereign debt exclusively in euro, and will redenominate outstanding sovereign 
debt in euro.

Although the Company does not expect that its operations will be materially 
affected by the euro conversion, the Company has begun an internal 
assessment of the effects of the conversion.

With respect to presently known trends and uncertainties related to the 
euro conversion, the Company does not expect that there will be any 
long-term competitive implications of the conversion (such as effects on 
product or service pricing due to increased transparency); nor does it 
anticipate any material costs in connection with the conversion nor a lack 
of ability to pass any costs that might result along to customers.


Year 2000 Compliance 

The Company's existing information system, consisting of hardware and 
software supplied by third parties, is year 2000 compliant.  However, 
because most computer systems are by their nature, interdependent, it 
is possible that non-compliant third party computers could impact  
the Company's computer systems.  The Company could be adversely affected 
by the year 2000 problem if it or unrelated parties fail to successfully 
address this problem.  The Company intends to communicate with the 
unrelated parties, including its suppliers and regulatory consultants 
with whom it deals, to coordinate year 2000 compliance by the end of 
Fiscal 1999. Based on the information developed, the Company may, if 
needed, develop a contingency plan which will identify where the 
greatest risks of non-compliance exist and what steps the Company might 
take in order to deal with the most reasonably likely worst case 
scenario. If costs are incurred in addressing year 2000 compliance, they 
will be expensed as incurred, in compliance with GAAP. 


<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 nine months ended 
December 31, 1998. 

ITEM 1.  LEGAL PROCEEDINGS

         On July 21, 1998, the Company announced that the United States
Patent and Trademark Office ("USPTO") had informed the Company that the
USPTO will, as requested by the Company,  initiate an interference 
proceeding between the Company and Advanced UroScience, Inc. ("AUI"), 
White Bear Lake, Minnesota, to determine which company was the first to 
invent carbon-coated micro beads for use in treating urinary incontinence.
The USPTO had not, as of February 3, 1999, formally commenced the
interference proceeding. 

         At such time as the interference proceeding is formally commenced,
it could take the USPTO twenty-four months or more to reach a final decision
concerning this matter.  Although the USPTO originally granted the 
applicable patent to AUI, the interference proceeding may result in a 
determination that either Uroplasty, Inc. or AUI is the proper holder, or 
that a patent should not have been granted. An interference proceeding, 
like other patent litigation, can be complex, time consuming and expensive.

In addition, during the fiscal quarter, the Company commenced a related 
lawsuit against AUI for misappropriation of trade secrets, and AUI, subsequent
to December 31, 1998, brought a counterclaim against the Company with respect 
to such matter. 





<PAGE>  
  
UROPLASTY, INC. and Subsidiaries 

  
SIGNATURE  


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:  February 16, 1999         By /s/ DANIEL G. HOLMAN
                                  Daniel G. Holman 
                                  Chairman, President and CEO
                                 (Principal Executive and Financial Officer)