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    September 30, 1998  
  
                   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 
November 11, 1998

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>  
                                  September 30, 1998      March 31, 1998 
                                   _________________      ______________
                                   
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $  4,529,899       $    889,541 
  Accounts receivable trade                  820,814            766,835 
  Inventories                                536,607            294,424 
  Prepaid expenses                           187,142            184,628 
                                           _________          _________
Total Current Assets                       6,074,462          2,135,428 
                                           ---------          ---------
 
Property, Plant and Equipment              1,497,801          1,261,059  
  Less accumulated depreciation 
  and amortization                          (309,515)          (216,529) 
                                           _________          _________
                                           1,188,286          1,044,530 
                                           ---------          ---------

Intangible assets, net of 
  accumulated amortization                   107,332            101,586
                                           _________          _________    
TOTAL ASSETS                            $  7,370,080       $  3,281,544 
                                           =========          =========

</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' EQUITY  
<S>                                           <C>                <C> 
Current Liabilities  
  Accounts payable                      $    384,793       $    358,782 
  Accrued liabilities
    Compensation and payroll taxes            90,953             81,526 
    Royalties                                 17,000             16,900 
    Other                                    146,392            116,755 
  Current maturities - long term debt         54,909             47,219
                                           _________          _________
Total Current Liabilities                    694,047            621,182 
                                           ---------          ---------

Long term debt - less current maturities     718,711            609,606

Total Liabilities                          1,412,758          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 June 30 and 
   March 31, 1998, respectively.              59,184             41,915 
  Additional paid in capital               5,815,627          2,432,599
  Accumulated profit (deficit)                91,926           (256,629)
  Cumulative translation adjustment           (4,415)          (162,129)
  Note receivable shareholder                 (5,000)            (5,000)
                                          __________         __________
Total Shareholders' Equity                 5,957,322          2,050,756 
                                          ----------         ---------- 

TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
EQUITY                                  $  7,370,080      $   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                     Six months ended       
                                                   September 30                          September 30         
                                       
                                             1998               1997                1998             1997      
                                          __________         __________          ___________      __________ 

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

Net sales                               $  1,194,539       $    917,364            2,510,239       2,066,603 
Cost of goods sold                           316,937            222,626              578,524         459,249
                                          __________         __________          ___________      __________ 
  Gross profit                               877,602            694,738            1,931,715       1,607,354 

Operating expenses:
  General and administrative                 303,376            268,173              545,929         475,067 
  Research and development                   262,503            158,952              480,644         293,180 
  Selling and marketing                      320,346            228,985              652,233         446,144 
                                          __________         __________          ___________      __________ 
                                             886,225            656,110            1,678,806       1,214,391  
                                          ----------         ----------          -----------      ----------  

  Operating profit (loss)                     (8,623)            38,628              252,909         392,963 

Other income (expense)     
  Interest income                             47,136              1,975               62,890           3,142  
  Interest expense                            (9,859)              (714)             (18,688)         (9,471) 
  Foreign currency exchange gain (loss)       44,898            (33,293)              63,803        (104,388)  
  Other                                            0                  0               (3,532)              0 
                                          ----------         ----------          -----------      ----------   
                                              82,175            (32,032)             104,473        (110,717)  

   Income pretax                              73,552              6,596              357,382         282,246  

Income tax expense (benefit)                 (25,769)            12,697                8,827          49,655  
                                          __________         __________          ___________      __________   
Net income                              $     99,321       $     (6,101)       $     348,555    $    232,591  
                                          ==========         ==========          ===========      ==========  

Net income per common share                    $0.02              $0.00                $0.07           $0.06  
Net income per common share
   assuming dilution                           $0.02              $0.00                $0.06           $0.06  

Weighted average common shares  
   outstanding:
   Basic                                   5,917,610          4,140,710             5,332,141      4,091,247  
   Diluted                                 6,214,707          4,178,028             5,669,228      4,178,028  


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


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

                                             1998               1997              
                                          __________         __________                              

<S>                                           <C>                <C>                                   


Cash flows from operating activities:
   Net income                           $    348,555      $     232,591                                   
   Adjustments to reconcile net income
   to net cash provided by operations:
      Depreciation and amortization          106,069             67,944                            
      Changes in operating assets and 
      liabilities
         Accounts receivable                 (53,979)           (29,023)                        
         Inventories                        (242,183)            98,095                        
         Prepaid expenses                     (2,514)           (41,968)                         
         Accounts payable                     26,011            128,713                        
         Accrued liabilities                  39,164            (13,379)                      
------------------------------------------------------------------------                         
Net cash provided by operating activities    221,123            442,973                      
------------------------------------------------------------------------                     

Cash flows from investing activities:
   Payments for property, plant and equipm. (236,742)          (204,539)                     
   Payments relating to intangible assets    (18,829)           (17,756)                    
------------------------------------------------------------------------                       
Net cash used in investing activities       (255,571)          (222,295)                    
------------------------------------------------------------------------                    

Cash flows from financing activities:
  Repayment of long-term obligations         (27,766)          (451,656)                
  Proceeds from issuance of notes payable     75,007                  0                      
  Net proceeds from issuance of stock      3,400,297            453,959                   
------------------------------------------------------------------------                  
Net cash provided by 
financing activities                       3,447,538              2,303                 
------------------------------------------------------------------------                 

Effect of exchange rates on
   cash and cash equivalents                 227,268            (22,372)               
------------------------------------------------------------------------       
Net increase in cash and cash
equivalents                                3,640,358            200,609         


Cash and cash equivalents at beginning 
of period                                    889,541            814,603        
------------------------------------------------------------------------     
Cash and cash equivalents at end 
of period                                $ 4,529,899        $ 1,015,212     
------------------------------------------------------------------------     


<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 September 30, 1998 and for 
the three and six months ended September 30, 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)  Inventories

Inventories are summarized as follows:

                         September 30, 1998        March 31, 1998
                         __________________        ______________
                         
      Raw materials                $ 91,655              $ 47,891
      Work-in-process               267,122               118,973
      Finished goods                177,830               127,560
                                   ________              ________
                                   $536,607              $294,424

(3)  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.  


(4)  Effective April 1, 1997, the Company adopted FASB Statement 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 six month periods ended September 30, 1998 and 1997 the 
net income (loss), items of other comprehensive income and comprehensive 
income are as follows:

                                           3 months ended 
                                               
                           September 30, 1998   September 30, 1997
                           __________________   __________________

Net income (loss)                     $99,321              $(6,101)

Items of other comprehensive income:
      Foreign currency translation    131,616               54,440
                                     ________              _______
Comprehensive income                 $230,937              $48,339
                                     ========              =======

                                            6 months ended 
                                                
                           September 30, 1998   September 30, 1997
                           __________________   __________________

Net income                           $348,555             $232,591

Items of other comprehensive income:
      Foreign currency translation    157,714              (22,372)
                                     ________             ________
Comprehensive income                 $506,269             $210,219
                                     ========             ========



<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 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 six months ended 
September 30, 1998 and 1997. 

Results of Operations  

Sales were $2,510,239 for the six months ended September 30, 1998 as compared 
to $2,066,603 for the six months ended fiscal 1998. This increase of 
$443,636, or 21%, is the result of increased sales of the Macroplastique 
product due to aggressively expanded overseas marketing activities. The 
Macroplastique product line now accounts for 93% of total sales. During the 
three months ended September 30, 1998, net sales were $1,194,539 compared to 
$917,364 for the same period last year, an increase of $277,175, or 30%. 

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 for fiscal 1999. 

Management believes there will be upward pressure on selling, general and 
administrative expenses as efforts continue to market Macroplastique. 
Increased spending for research and development projects in fiscal 1999 is 
anticipated, along with expenditures for the United States regulatory 
approval process.  

General and administrative costs increased 15% from $475,067 for the first
two quarters of fiscal 1998 to $545,929 for the same period of fiscal 1999
and increased from $268,173 to $303,376, or 13%, for the three months ended 
September 30 of fiscal 1998 and fiscal 1999, respectively. 

The FDA approval costs in the second quarter of fiscal 1999 were $121,366
compared to $0 in the second quarter of 1998 and for the six months 
ended September 30 of fiscal 1999, were $184,300 compared to $0 for the
same period last year. Other R&D expenses decreased 11% from $158,952 in the
second quarter of fiscal 1998 to $141,137 in the second quarter of fiscal
1999.  Other R&D expenses increased 1% from $293,180 for the six months
ended September 30 of fiscal 1998 to $296,344 for the same period this year.  

During the six months ended September 30, 1998, selling and marketing expenses
were $652,233 compared to $446,144 during the six months ended September 30, 
1997 and $320,346 and $228,985 for the three months ended September 30, 1998
and 1997 respectively. This increase of $206,089, or 46%, for the six months
ended and $91,361, or 40%, for the three months ended is due to the addition 
of four sales personnel and expanded presence at international and domestic 
medical conferences to increase market awareness of Macroplastique. 

The operating profit for the six months ended September 30, 1998 was 
$252,909, compared to $392,963 for the same period last year. The operating 
loss for the three months ended September 30, 1998 was $8,623, compared to an 
operating profit of $38,628 for the same period last year. The decrease is 
primarily due to the increased operating expenses, partially offset by 
increased sales. 

Interest income increased because of interest on the private placement 
proceeds. 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 $69,330 in the first two quarters of fiscal 1999, compared to
$49,655 in the same period last year, relates to foreign tax on the profit
of a foreign subsidiary. 

For the six months ended September 30, 1998 net income totaled $348,555; this 
includes a foreign currency exchange gain of $63,803 (which is more 
favorable than the comparable period for 1997 because of a change in 
exchange rates). Comparatively, the six months ended September 30, 1997 
showed $232,591 net income and a $104,388 foreign currency exchange loss. 
For the three months ended September 30, 1998, net income totaled $99,321;
this includes a foreign currency exchange gain of $44,898. Comparatively,
the three months ended September 30, 1997 showed a $6,101 net loss and a
$33,293 foreign currency exchange loss.

In addition to Macroplastique and its related ancillary products, the 
Registrant sells Bioplastique(TM)Implants for plastic surgery applications. 
The Company's current focus is on growth in sales of the Macroplastique 
line for treatment of male and female urinary incontinence and 
vesicoureteral reflux, while preparing for future growth as it works toward 
United States regulatory approval. 


Liquidity and Capital Resources 

As of September 30, 1998, the Company had $4,529,899 in cash and cash 
equivalents. The net proceeds from the private placement of common stock are
invested in a short-term investment account. The September 30, 1998 balance
of this investment account was $3,408,903 and is included in cash and cash
equivalents on the balance sheet. In addition to the private placement proceeds,
the capital resources are derived from existing sales of the Registrant's 
products. 

On September 30, 1998 the inventory balance was $536,607, compared to a 
balance of $294,424 on March 31, 1998. This is a consequence of managements'
intention to increase inventory levels to prevent the risk of not being able
to supply customers with products.  

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. 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 is expanding its manufacturing facility in The Netherlands with 
the addition of new cleanrooms to triple manufacturing capacity, for which 
fiscal year 1999 funding of approximately $160,000 will be needed. 
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 of 1,702,950 
shares of common stock will be used to pursue an Investigational Device 
Exemption (IDE) application, clinical studies and Premarket Approval (PMA) 
application for Macroplastique(R) with the U.S. Food and Drug 
Administration.  The Company estimates that fiscal year 1999 funding of 
the IDE, clinical studies and PMA application will be approximately 
$2,500,000; and that fiscal year 2000 funding for such purposes will be 
approximately $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") are scheduled to adopt the euro as 
their common legal currency and to establish fixed conversion rates between 
their existing sovereign currencies and the euro.  The euro will then trade 
on currency exchanges and be 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 six months ended 
September 30, 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 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 Company expects that 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.

ITEM 2.  CHANGES IN SECURITIES

a)        In May and June, 1998, the Company sold 1,702,950 shares of its
Common Stock for an aggregate of $4,044,506 to a group of accredited
investors for cash pursuant to a private placement.  As part of the
transaction, the Company paid to R. J. Steichen & Company, as Placement
Agent, an Agent's commission of $404,451(10% of gross proceeds) and a
non-accountable expense allowance of $121,335 (3% of gross proceeds).

         Such securities transaction was made in reliance upon the
exemptions from registration under Sections 3(b) and 4(2) of the Securities
Act of 1933, as amended (in that sales were made to a small number of
persons, many of whom were accredited investors, and all of whom were
required to purchase for investment purposes only, and each of the
instruments recited that they were issued for investment purposes only).

b)       In June 1998 the Company's total number of Common Shares Outstanding 
has been reduced by an aggregate of 104 shares due to the voiding of two stock
certificates.  These shares were issued as part of the Company's 1994
Reorganization proceedings and have been cancelled.       

<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:  November 11, 1998         By /s/ DANIEL G. HOLMAN
                                  Daniel G. Holman 
                                  Chairman, President and CEO
                                 (Principal Executive and Financial Officer)