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, 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: 3.632.525 on 
February 12, 1997

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>  
                                     December 31,1996      March 31, 1996 
                                    _________________      ______________
                                 
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $    746,795       $    718,630 
  Accounts receivable trade                  498,231            336,148 
  Inventories                                377,227            256,655 
  Prepaid expenses                            86,667             93,563 
  Notes receivable                                               22,595 
                                           _________          _________
Total Current Assets                       1,708,920          1,427,591 
 
Property, Plant and Equipment  
  Property, plant and equipment              556,868            518,376  
  Less accumulated depreciation 
  and amortization                          (402,737)          (362,349) 
                                           _________          _________
                                             154,131            156,027 

Other assets
  Intangible assets, net of 
  accumulated amortization                    86,375             88,768
                                           _________          _________    
TOTAL ASSETS                            $  1,949,426       $  1,672,386 

</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' DEFICIT  
<S>                                           <C>                <C> 
Current Liabilities  
  Current maturities - long termt debt  $     72,903       $     49,139 
  Accounts payable                           195,778            208,403 
  Accrued liabilities
    Compensation and payroll taxes            65,752            110,093 
    Other                                     59,448            132,962 
                                           _________          _________
Total Current Liabilities                    393,881            500,597 

Long Term Debt, less current maturities      415,680            437,847 

Shareholders' deficit  
  Common stock $.01 par value;  
   Authorized 20,000,000 shares
   Issued and outstanding -  
   3,632,525 shares                           36,325             34,725 
  Capital in excess of par value           1,955,230          1,811,830
  Accumulated deficit                       (722,377)          (882,691)
  Cumulative translation adjustment         (124,313)          (224,922)
  Note receivable                             (5,000)            (5,000)
                                          __________         __________
Total Stockholders' Equity                 1,139,865            733,942 
  
TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
DEFICIT                                 $  1,949,426      $   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>  
                                                Nine months ended 
                                                   December 31
                                       
                                                1996               1995 
                                          __________         __________
<S>                                           <C>               <C> 

Net revenue                             $  2,415,923       $  1,667,941 
Cost of revenue                              571,356            653,898
                                          __________         __________
  Gross profit                             1,844,567          1,014,043

Selling, general and administrative        1,605,020          1,510,280
                                          ----------         ----------
  Operating gain                             239,547           (496,237)   

Other income (expense)
  Interest income                              1,592              6,664
  Interest expense                           (27,749)           (33,045)
  Gain on sale of assets                           0            497,015
  Other                                       60,175              9,473
  Exchange gain (loss)                      (113,251)          (168,783)
                                          ----------         ----------
                                             (79,233)           311,324

Net income (loss)                       $    160,314       $   (184,913)    
                                          ==========         ==========

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



                                               Three months ended 
                                                   December 31
                                       
                                                1996               1995 
                                          __________         __________
<S>                                           <C>               <C> 

Net revenue                             $    906,250       $    553,252 
Cost of revenue                              231,293            222,689
                                          __________         __________
  Gross profit                               674,957            330,563

Selling, general and administrative          549,776            527,922
                                          ----------         ----------
  Operating gain                             125,181          (197,359)   

Other income (expense)
  Interest income                              1,059              5,808
  Interest expense                            (9,038)           (10,082)
  Gain on sale of assets                           0            497,015 
  Other                                            0              8,754
  Exchange gain (loss)                       (26,181)            12,945
                                          ----------         ----------
                                             (34,160)           514,440

Net income (loss)                       $     91,021       $    317,081    
                                          ==========         ==========

<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>  
                                                   Nine months ended
                                                      December 31

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

Net cash used in operating activities   $   (190,509)      $   (434,505) 

Net cash used in investing activities        (51,127)           448,944

Cash flows from financing activities:
  Repayment of long-term debt                (39,503)           (36,231)
  Proceeds from long-term obligation          41,100             15,000
  Payments received on note receivable        22,595            134,511
  Added note receivable                            0           (367,500)  
  Net proceeds from issuance of stock        145,000            491,060  
                                          __________         __________   
Net cash provided by financing activities    169,192            236,840

Effect of exchange rate changes on cash      100,609            (61,227)
                                          __________         __________

Net decrease in cash and cash equivalents     28,165            190,052


Cash and cash equivalents beginning 
of period                                    718,630            427,790
                              
Cash and cash equivalents end 
of period                                $   746,795        $   617,842      
                                          ==========         ==========
<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 December 31, 1996 and for 
the three/nine months ended December 31, 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

None.  


<PAGE>  
  
UROPLASTY, INC, and Subsidiairies  

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, 1996 and 1995. 


Liquidity and Capital Resources

As of December 31, 1996 the Company had approximately $746,000 cash and cash 
equivalents. Sales on a monthly basis are around 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

During the nine months ended December 31, 1996, net revenue was $2,415,923 
compared to $1,667,941 during the nine months ended December 31, 1995 and
S906,250 respectively $553,252 for the three months ended December 31, 1996
and 1995. This increase of $747,982 (45%) for the nine months ended and 
$352,998 (64%) for the three months ended is the result of substantially 
higher sales of the Macroplastique Implant products. During the nine months 
period Macroplastique sales were $2,079,667, compared to $1,209,458 same 
period last year; so an increase of $870,209 (72%). Sales of Macroplastique 
is now 86% 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 nine months ended December 31, 1996 a net income totaled of $160,314; 
this includes an exchange loss of $113,251, respectively $91,021 net income 
and $26,181 exchange loss for the three months ended. The operating gain 
for the nine months ended December 31, 1996 was $239,547, compared to 
$496,237 operating loss 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 
December 31, 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. In the same month another
30,000 shares at a price of $1.00 per share,  were sold to a supplier in 
payment of an outstanding invoice of US$ 30,000. That same supplier exercised
an option granted in 1995 to acquire 30,000 shares at $0.50 per share.
Hence, the number of shares outstanding as of December 31, 1996 was greater 
by 160,000 than at the beginning of the fiscal year. 

 
<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:  February 12, 1997         By /s/ DANIEL G. HOLMAN
                                  Daniel G. Holman 					                  
                                  Chairman, President and CEO
                                 (Principal Executive and Financial Officer)