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, 1996  
  
                   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: 3.572.525 on 
September 30, 1996

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


<PAGE> 
<TABLE>         
PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

UROPLASTY, INC, and Subsidiairies 
  
CONSOLIDATED BALANCE SHEETS  
(Unaudited)

  
<CAPTION>  
                                         June 30,1996      March 31, 1996 
                                       ______________      ______________
                                 
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $    569,830       $    718,630 
  Accounts receivable trade                  474,265            336,148 
  Inventories                                318,563            256,655 
  Prepaid expenses                           141,446             93,563 
  Notes receivable                             7,903             22,595 
                                           _________          _________
Total Current Assets                       1,512,007          1,427,591 
 
Property, Plant and Equipment  
  Property, plant and equipment              567,699            518,376  
  Less accumulated depreciation 
  and amortization                          (372,231)          (362,349) 
                                           _________          _________
                                             195,468            156,027 

Other assets
  Intangible assets, net of 
  accumulated amortization                    86,778             88,768
                                           _________          _________    
TOTAL ASSETS                            $  1,794,253       $  1,672,386 
</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' DEFICIT  
<S>                                           <C>                <C> 
Current Liabilities  
  Current maturities - long termt debt  $     81,910       $     49,139 
  Accounts payable                           212,154            208,403 
  Accrued liabilities
    Compensation and payroll taxes            68,150            110,093 
    Other                                    144,023            132,962 
                                           _________          _________
Total Current Liabilities                    506,237            500,597 

Long Term Debt, less current maturities      430,604            437,847 

Shareholders' deficit  
  Common stock $.01 par value;  
   Authorized 20,000,000 shares
   Issued and outstanding -  
   3,472,525 shares                           34,725             34,725 
  Capital in excess of par value           1,811,830          1,811,830
  Accumulated deficit                       (831,493)          (882,691)
  Cumulative translation adjustment         (152,650)          (224,922)
  Note receivable                             (5,000)            (5,000)
                                          __________         __________
Total Stockholders' Equity                   857,412            733,942 
  
TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
DEFICIT                                 $  1,794,253      $   1,672,386
<FN> 
Accompanying Notes are an integral part of these consolidated financial 
statements.  
</TABLE>

<PAGE>  
<TABLE>  
  
 
UROPLASTY, INC, and Subsidiairies  
  
CONSOLIDATED STATEMENTS OF OPERATIONS  
(Unaudited)
   
<CAPTION>  
                                                 Three months ended 
                                                      June 30
                                       
                                                1996               1995 
                                          __________         __________
<S>                                           <C>               <C> 

Net revenue                             $    818,920       $    614,248 
Cost of revenue                              177,301            186,738
                                          __________         __________
  Gross profit                               641,619            427,510

Selling, general and administrative          509,096            513,842
                                          ----------         ----------
  Operating gain                             132,523            (86,332)   

Other income (expense)
  Interest income                                333              2,548
  Interest expense                            (9,309)           (12,666)
  Other                                            0                719
  Exchange gain (loss)                       (72,349)           (19,724)
                                          ----------         ----------
                                             (81,325)           (29,123)

Net income (loss)                       $     51,198       $   (115,455)    
                                          ==========         ==========

Net income (loss) per common share              $.01              $(.05)

Weighted average number of common
shares outstanding                         3,472,525          2,462,525  


<FN>    
Accompanying Notes are an integral part of these consolidated financial
statements.  
</TABLE>


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

                                                1996               1995
                                          __________         __________   
<S>                                           <C>                <C>  

Net cash used in operating activities   $   (210,194)      $   (242,018) 

Net cash used in investing activities        (51,098)           (18,113)

Cash flows from financing activities:
  Repayment of long-term debt                 (7,291)           (12,239)
  Proceeds from long-term obligation          32,819                  0
  Payments received on note receivable        14,692             98,539
                                          __________         __________   
Net cash provided by financing activities     40,220             86,300

Effect of exchange rate changes on cash       72,272             10,331
                                          __________         __________

Net decrease in cash and cash equivalents   (148,800)          (163,500)    


Cash and cash equivalents beginning 
of period                                    718,630            427,790
                              
Cash and cash equivalents end 
of period                                $   569,830        $   264,290
                                          ==========         ==========
<FN>  
Accompanying Notes are an integral part of these consolidated financial   
statements. 
</TABLE>

<PAGE> 
 
UROPLASTY, INC, and Subsidiairies  
  

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 31,1996. 

The financial statements presented herein as of June 30, 1996 and for the 
three months ended June 30, 1996 and 1995 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

During August 1996, the Company sold 100,000 shares of its Common Stock 
at a price of $ 1.00 per share.  


<PAGE>  
  
UROPLASTY, INC, and Subsidiairies  

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


Liquidity and Capital Resources

As of June 30, 1996 the Company had approximately $570.000 cash and cash 
equivalents. Sales on a monthly basis are now above break even level. 
Management believes that the success being experienced with the 
Macroplastique product 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 excessive 
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 Company has no material unused sources of liquidity 
other than its cash reserves and its account receivable balances and 
inventory. There exits no material capital equipment purchase commitments 
nor are there any known material trends indicated for the Company's capital 
resources and the effects on them. 

Management of the Company believes that there are financing opportunities 
available with potential corporate partners with vastly greater capital 
resources than itself where certain services or equipment relating to the 
sales and marketing of the Macroplastique products could be provided to the 
Company to assist in the acceleration of market penetration and increase 
sales. Management believes that the development of the market for 
Macroplastique in various sales territories outside the United States has 
progressed to the stage where such arrangements could provide significant
advantages for Macroplastique over competing products at this time, and 
management is currently considering the cost benefit of exploiting these 
types of capital resources. 


Results of Operations

The following is a discussion of the result of operations for the three 
months ended June 30, 1996 and 1995. 

During the three months ended June 30, 1996, net revenue was $818,920, 
compared to $614,248 during the three months ended June 30, 1995. This 
increase of $204,672 (33 %) is the result of substantially higher sales of 
the Macroplastique Implant products. During the period Macroplastique sales 
were $687,735, compared to $462,947 same period last year; so an increase 
of $224,788 (49%). Sales of Macroplastique is now 84% of total sales. 

The Company was successful in reducing both cost of revenue and selling, 
general and administrative expenses in 1996 by reducing its corporate 
structure and expanding its network of experienced distributors. These 
changes have had the effect of reducing per unit sales prices while at the 
same time increasing unit sales and market penetration. Management 
anticipates that the investments made in the distribution network will 
further continue to result in dollar and unit sales increases on a 
profitable basis.

For the three months ended June 30, 1996 a net income totaled of $51,198; 
this includes an exchange loss of $72,349. The operating income was $132,523,
compared to an operating loss of $86,322 in the same period last year. 

Management believes there will be upward pressure on selling, general and 
administrative expenses as efforts continue on increasing awareness and 
acceptance for Macroplastique Implants, and that alternative sources of 
financing other than cash generated by product sales will be necessary upon 
approval of an Investigational Devise Exemption application by the Food and 
Drug Administration. 

The Company sells Macroplastique Implants and its related ancillary 
products plus two other implantable medical products: Bioplastique Implants 
for use in augmenting soft tissue in plastic surgery applications; and 
Chondroplast Implants, a bovine cartilage material implanted in plastic 
surgery applications. Management's current objectives are to focus on 
growth in sales and market penetration of the Macroplastique Implant line 
of products.  

<PAGE>

In June 1996 the Company obtained the Conformite Europeene (CE) mark 
approval on its Macroplastique and Bioplastique products. 

  
<PAGE>  

UROPLASTY, INC, and Subsidiairies
  

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, 1996. 



ITEM 5. OTHER INFORMATION

In August, 1996, the registrant sold 100,000 shares of its common stock at 
a price of  $1.00 per share, to a European investor. Hence, the number of 
shares outstanding as of the date of this report was greater by 100,000 
than at the end of the fiscal quarter. 

 
<PAGE>  
  
UROPLASTY, INC, and Subsidiairies 

  
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:  September 30, 1996 	By /s/ DANIEL G. HOLMAN
                                   Daniel G. Holman 					                  
                                   Chairman, President and CEO
					                             	(Principal Executive and Financial Officer)