UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-QSB/A  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        September 30, 1997  
  
                   UROPLASTY INC                  
(Exact name of registrant as specified in its charter.)  
  
    Minnesota, U.S.A.                  41-1719250      
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
2718 Summer Street NE, 
Minneapolis, Minnesota   55413       
(Address of principal executive offices)  
  
Registrant's telephone number, including area code:  
(612) 378-1180  
  
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months 
(or for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the
past 90 days.  
    
                         YES [X]        NO [ ]  
  
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS)

Check whether the registrant filed all documents and reports required to be 
filed by Section 12,13 or 15(b) of the Exchange Act after the distribution of 
securities under a plan confirmed by a court. 

		YES [ ]        NO [ ]       Not subject to Exchange Act at time  [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date: 4,170,525 on 
November 10, 1997

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


<PAGE> 
<TABLE>         
PART I. FINANCIAL INFORMATION

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



ITEM 1. FINANCIAL STATEMENTS

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

  
<CAPTION>  
                                   September 30, 1997      March 31, 1997 
                                    _________________      ______________
                                 
<S>                                           <C>                <C> 
ASSETS  
Current Assets   
  Cash and cash equivalents             $  1,015,212       $    814,603 
  Accounts receivable trade                  531,767            502,744 
  Inventories                                289,278            387,373 
  Prepaid expenses                           147,593            105,625 
                                           _________          _________
Total Current Assets                       1,983,850          1,810,345 
                                           ---------          ---------
 
Property, Plant and Equipment                445,614            241,075  
  Less accumulated depreciation 
  and amortization                          (151,113)           (92,745) 
                                           _________          _________
                                             294,501            148,330 
                                           ---------          ---------

Intangible assets, net of 
  accumulated amortization                    88,210             80,030
                                           _________          _________    
TOTAL ASSETS                            $  2,366,561       $  2,038,705 
                                           =========          =========

</TABLE>
<PAGE>
<TABLE> 

<CAPTION>  
LIABILITIES AND SHAREHOLDERS' EQUITY  
<S>                                           <C>                <C> 
Current Liabilities  
  Accounts payable                      $    289,524       $    160,811 
  Unearned income                              2,703
  Accrued liabilities
    Compensation and payroll taxes            70,737             62,364 
    Royalties                                 11,600             12,400 
    Income tax                                44,996                  0
    Other                                     26,924            127,766 
  Current maturities - long termt debt  $     11,130       $     36,954 
                                           _________          _________
Total Current Liabilities                    457,614            400,295 
                                           ---------          ---------

Long Term Debt, less current maturities       14,353            407,994 

Total Liabilities                            471,967            808,289
                                           ---------          ---------

Shareholders' equity  
  Common stock $.01 par value;  
   Authorized 20,000,000 shares
   Issued and outstanding -  
   4,170,525 shares                           41,705             36,495 
  Additional paid in capital               2,412,309          1,963,560
  Accumulated deficit                       (431,879)          (664,470)
  Cumulative translation adjustment         (122,541)          (100,169)
  Note receivable                             (5,000)            (5,000)
                                          __________         __________
Total Shareholders' Equity                 1,894,594          1,230,416 
                                          ----------         ---------- 

TOTAL LIABILITIES AND SHAREHOLDERS'       __________         __________ 
EQUITY                                  $  2,366,561      $   2,038,705
                                          ==========         ==========  
<FN> 
See accompanying notes to consolidated financial statements.  
</TABLE>

<PAGE>  
<TABLE>  
  
 
UROPLASTY, INC. and Subsidiaries  
  
CONSOLIDATED STATEMENTS OF OPERATIONS  
(Unaudited)
   
<CAPTION>  
                                                Three months ended 
                                                   September 30
                                       
                                                1997               1996 
                                          __________         __________
<S>                                           <C>               <C> 

Net sales                               $    917,364       $    690,753
Cost of goods sold                           222,626            162,762
                                          __________         __________
  Gross profit                               694,738            527,991

Operating expenses:
  General and administrative                 268,173            183,158
  Research and development                   158,952            125,795       
  Selling and marketing                      228,985            237,195
                                          __________         __________ 
                                             656,110            546,148 
                                          ----------         ----------

  Operating profit                            38,628            (18,157)   

Other income (expense)
  Interest income                              1,975                200
  Interest expense                              (714)            (9,402)
  Foreign currency exchange loss             (33,293)           (14,721)
  Other                                            0             60,175
                                          ----------         ----------
                                             (32,032)            36,252

   Income pretax                               6,596             18,095

Income tax expense                            12,697                  0
                                          __________         __________  
Net (loss) income                       $     (6,101)      $     18,095    
                                          ==========         ==========

Primary income per common share
and common share equivalent                     $.00              $.005

Fully diluted income per common        
share and common share equivalent               $.00              $.005 

Weighted average common shares and common 
share equivalent outstanding:
Primary                                    4,140,710          3,700,891 
Fully diluted                              4,178,028          3,700,891


                                                 Six months ended 
                                                   September 30
                                       
                                                1997               1996 
                                          __________         __________
<S>                                           <C>               <C> 

Net sales                               $  2,066,603       $  1,509,673   
Cost of goods sold                           459,249            340,063
                                          __________         __________
  Gross profit                             1,607,354          1,169,610

Operating expenses:
  General and administrative                 475,067            364,500
  Research and development                   293,180            242,544       
  Selling and marketing                      446,144            448,200
                                          __________         __________ 
                                           1,214,391          1,055,244 
                                          ----------         ----------

  Operating profit                           392,963            114,366   

Other income (expense)
  Interest income                              3,142                533
  Interest expense                            (9,471)           (18,711)
  Foreign currency exchange loss            (104,388)           (87,070)
  Other                                            0             60,175
                                          ----------         ----------
                                            (110,717)           (45,073)

   Income pretax                             282,246             69,293

Income tax expense                            49,655                  0
                                          __________         __________  
Net income                              $    232,591       $     69,293    
                                          ==========         ==========

Primary income per common share
and common share equivalent                     $.06               $.02

Fully diluted income per common        
share and common share equivalent               $.06               $.02 

Weighted average common shares and common 
share equivalent outstanding:
Primary                                    4,091,247          3,700,891 
Fully diluted                              4,178,028          3,700,891




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

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


Cash flows from operating activities:
   Net income                           $    232,591     $       69,293
   Adjustments to reconcile net income
   to net cash provided by:
      Depreciation and amortization           67,944             33,228
      Loss (gain) on disposal of assets            0                  0
      Changes in operating assets and 
      liabilities
         Accounts receivable                 (29,023)          (102,257)
         Inventories                          98,095           (135,609)
         Prepaid expenses                    (41,968)            (6,819)
         Accounts payable                    128,713             48,040
         Unearned income                       2,703                  0
         Accrued liabilities                 (16,082)          (137,599)
------------------------------------------------------------------------
Net cash provided by (used in)
operating activities                         442,973           (231,723) 
------------------------------------------------------------------------

Cash flows from investing activities:
   Payments for property, plant and equipm. (204,539)           (67,629)   
   Payments relating to intangible assets    (17,756)            (9,920)
   Proceeds from sale of intangible asset          0                  0
------------------------------------------------------------------------
Net cash (used in) investing activities     (222,295)           (77,549)
------------------------------------------------------------------------

Cash flows from financing activities:
  Repayment of long-term obligations        (451,656)            (8,486)
  Proceeds from issuance of notes payable          0             32,819
  Net proceeds from issuance of stock        453,959            130,000
  Payments received on note receivable             0             14,691  
------------------------------------------------------------------------   
Net cash provided by
financing activities                           2,303            169,024
------------------------------------------------------------------------

Exchange rate changes                        (22,372)            71,112
------------------------------------------------------------------------
Net increase (decrease)in cash and 
cash equivalents                             200,609            (69,136)


Cash and cash equivalents at beginning 
of period                                    814,603            718,630
------------------------------------------------------------------------       
Cash and cash equivalents at end 
of period                                $ 1,015,212        $   649,494      
------------------------------------------------------------------------


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

<PAGE> 
 
UROPLASTY, INC. and Subsidiaries  
  

FOOTNOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The financial statements included in this Form 10-QSB have been prepared by 
the Company, without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission. Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed, or 
omitted, pursuant to such rules and regulations, although management believes
the disclosures are adequate to make the information presented not misleading.
The results of operations for any interim period are not necessarily 
indicative of results for a full year. These statements should be read in 
conjunction with the financial statements and related notes included in the 
Company's Annual Report on Form 10-KSB for the year ended March 31, 1997. 

The financial statements presented herein as of September 30, 1997 and for 
the three/six months ended September 30, 1997 and 1996 reflect, in the 
opinion of management, all material adjustments consisting only of normal 
recurring adjustments necessary for a fair presentation of the financial 
position, results of operations and cash flows for the interim periods. 


(2)  Adjustments to financial statements 

For the quarter ended September 30, 1997, a foreign currency translation 
loss totaling $61,074 or $0.01 per diluted share was recorded as a 
translation adjustment within shareholders' equity rather than as an 
exchange loss in the statement of operations. This restatement involved a 
non-operating charge associated with foreign currency exchange rate risk 
and did not impact total shareholders' equity. 


(3)  Subsequent Event

None.  


<PAGE>  
  
UROPLASTY, INC. and Subsidiaries  

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

Set forth below is management's discussion and analysis of financial 
condition and results of operations for the six months and quarters ended 
September 30, 1997 and 1996. 


Liquidity and Capital Resources

         Uroplasty and its wholly-owned subsidiaries' capital resources are
derived from existing sales of the Company's products. As of September 30, 
1997, the Company had approximately $1,015,000 in cash and cash equivalents. 
Management believes the success being experienced with Macroplastique 
Implants(R) will continue to have an increasing effect on the monthly sales 
level, however, in the event sales do not increase, management believes that 
operating expenses can be reduced in order to limit the use of its cash 
resources without significantly impairing its ability to develop the 
Macroplastique Implant market, which obviously would be slowed under such 
circumstances. 
 

         There is currently no financing arrangement in place for Uroplasty's
working capital needs, and the Registrant has no material unused sources of
liquidity other than its cash reserves and its accounts receivable balances 
and inventory. 

         Management believes there are equity financing opportunities 
available from a number of sources. Management believes the development 
of the market for Macroplastique in various sales territories outside the
United States and the completion of an IDE and subsequent PMA for introduction
of Macroplastique into the US market would proceed more rapidly with an 
increase in capital. The Company is currently considering the cost benefit of
new equity financing. 

         Financing other than cash generated by product sales 
will be necessary to pursue an Investigational Device Exemption (IDE) 
application and Premarket Approval Application (PMA) for Macroplastique with 
the United States Food and Drug Administration (FDA).


         Results of Operations.

         During the six months ended september 30, 1997, net sales were
$2,066,603 compared to $1,509,673 during the six months ended september 30, 
1996 and $917,364 and $690,753 for the three months ended September 30,
1997 and 1996 respectively. This increase of $556,930 (37%) for the six 
months ended and $226,611 (33%) for the three months ended is the result of 
substantially higher sales of the Macroplastique Implant products as a 
result of increased market penetration by existing distribution outlets. 
Sales of Macroplastique is now 90% of total sales. 

         It is expected that Macroplastique sales will continue to grow 
through further market penetration by existing distribution outlets, 
expansion of its distribution network and the introduction of innovations 
in Macroplastique implantation for fiscal 1998. 

         Management believes there will be upward pressure on selling, 
general and administrative expenses as efforts continue to increase awareness 
and acceptance of Macroplastique. Additionally, management anticipates 
increased funds for research and development projects for fiscal 1998.
There was a moderate increase (15%) of the operating expenses from $1,055,244  
for the six months ended fiscal 1997 to $1,214,391 for the six months ended 
fiscal 1998.  

         The income tax expense of $49,655 is the result of an expensed tax 
liability on the profit realized in the six months ended fiscal 1998 by two 
foreign subsidiaries. This profit cannot be compensated with the Companies net 
operating loss (NOL) carry forward.  

         For the three months ended September 30, 1997 the Company had a net 
loss of $6,101, compared to net income of $18,095 for the three months ended 
September 30, 1996. 
The operating profit for the three months ended September 30, 1997 was 
$38,628, compared to a $18,157 operating loss in the same period last year. 
For the six months ended September 30, 1997 the Company had net income of 
$232,591, compared to net income of $69,293 for the six months ended 
September 30, 1996. The operating profit for the six months ended 
September 30, 1997 was $392,963, compared to $114,366 in the same period last 
year. 

         The Registrant sells Macroplastique and its related ancillary 
products, and Bioplastique(TM)Implants for use in augmenting other soft 
tissues. Management's current objectives are to focus on growth in sales and 
market penetration of the Macroplastique Implant line for incontinence and 
Vesicoureteric reflux treatment. 



<PAGE>  

UROPLASTY, INC. and Subsidiaries
  

PART II - OTHER INFORMATION  


  
Except for the following  none of the items contained in PART II of 
Form 10-QSB are applicable to the Company for the quarter ended 
September 30, 1997. 



ITEM 5. OTHER INFORMATION

         On July 11, 1997, the Registrant's second largest shareholder, the 
Bioplasty Product Claimants Trust (the "Trust"), which prior to such date 
owned 640,000 shares, or 17.5% of the Registrant's outstanding shares of 
common stock, sold such shares to a group of investors (the "Investors").  
In connection with such transaction, the Trust sold to the Investors its 
interest in that certain Promissory Note, dated March 30, 1994, which, at 
March 31, 1997, had a principal balance outstanding of $496,000.

         Concurrently with the sale of the 640,000 shares to the Investors, 
the Registrant agreed to convert and did convert the Note into 496,000 shares 
of Common Stock, at a conversion ratio of $1.00 per share.

         The Investors consisted of 34 individuals, retirement accounts and 
corporations located primarily in the Minneapolis/St. Paul, Minnesota area.  
Except for 36,480 shares sold by the Trust under Rule 144, each of the stock 
certificates representing shares delivered to the Investors bore a restrictive 
legend and was made subject to a Stop Transfer Order.




<PAGE>  
  
UROPLASTY, INC. and Subsidiaries 

  
SIGNATURES  


In accordance with the requirements of the Exchange Act, the Registrant 
caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized. 


UROPLASTY, INC

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