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**FORM 10-Q**
|                                                                                                                                                                                                                                                                               |                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|
| x                                                                                                                                                                                                                                                                                  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| **For the quarterly period ended March 31, 2009**                                                                                                                                                                                                                                  |
| or                                                                                                                                                                                                                                                                                 |
| o                                                                                                                                                                                                                                                                                  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT        |
| For the transition period from                     to                    . |
|                                                                                                                                                                                                                                                                               |                                                                                    |
| Commission file number: 0-15586                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                               |                                                                                    |
| **U.S. Neurosurgical, Inc.**                                                                                                                                                                                                                                                       |
| (Exact name of registrant as specified in its charter)                                                                                                                                                                                                                             |
|                                                                               |                                                                     |   |   |                |
|------------------------------------------------------------------------------------|--------------------------------------------------------------------------|--------|--------|---------------------|
|                                                                               | **          Delaware** |   |   | **52-1842411**      |
|                                                                               | (State of other jurisdiction of                                          |   |   | (I.R.S. Employer    |
|                                                                               | incorporation or organization)                                           |   |   | Identification No.) |
|                                                                               |                                                                     |   |   |
| **2400 Research Blvd, Suite 325, Rockville, Maryland 20850**                       |
| (Address of principal executive offices)                                           |
|                                                                               |
| **(301) 208-8998**                                                                 |
| (Registrant’s telephone number)                                              |
|                                                                               |
| **Not Applicable**                                                                 |
| (Former name, former address and former fiscal year, if changed since last report) |

Indicate by check mark whether the registrant (1) has 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   oYes             o No
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
| Large accelerated filer o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Accelerated filer o         |
| Non-accelerated filer o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Smaller reporting company x |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                       Yes o     No x |

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**TABLE OF CONTENTS**

|                                                                                        |   |
|---------------------------------------------------------------------------------------------|--------|
| **PART I - FINANCIAL INFORMATION**                                                          | 3      |
| Item 1. Financial Statements                                                                | 3      |
| Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations | 9      |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk                          | 12     |
| Item 4T. Controls and Procedures                                                            | 12     |
| **PART II - OTHER INFORMATION**                                                             | 14     |
| Item 1. Legal Proceedings                                                                   | 14     |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                         | 14     |
| Item 3. Defaults Upon Senior Securities                                                     | 14     |
| Item 4. Submission of Matters to a Vote of Security Holders                                 | 14     |
| Item 5. Other Information                                                                   | 15     |
| Item 6. Exhibits                                                                            | 15     |
| **SIGNATURES**                                                                              | 16     |

2

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**PART I - FINANCIAL INFORMATION**

**Item 1. Financial Statements**

**U.S. NEUROSURGICAL, INC. AND SUBSIDIARY            CONSOLIDATED BALANCE SHEETS**

|                                                                                                  |   |                                      |          |                                         |   |          |   |
|-------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|---------------|----------------------------------------------|--------|---------------|--------|
|                                                                                                  |   | **March 31,                        2009** |          | **December 31,                        2008** |   |
|                                                                                                  |   |                                      |          |                                         |   |
|                                                                                                  |   |                                      |          |                                         |   |
| **ASSETS**                                                                                            |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Current assets:                                                                                       |   |                                      |          |                                         |   |          |   |
| Cash and cash equivalents                                                                             |   | $                                         | 459,000       |                                         | $      | 605,000       |   |
| Accounts receivable (net of allowance for doubtful accounts of $36,000 in 2009 and 2008)              |   |                                      | 128,000       |                                         |   | 4,000         |   |
| Accounts receivable-stockholder                                                                       |   |                                      | 56,000        |                                         |   | 44,000        |   |
| Other current assets                                                                                  |   |                                      | 38,000        |                                         |   | 42,000        |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Total current assets                                                                                  |   |                                      | 681,000       |                                         |   | 695,000       |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Gamma Knife (net of accumulated depreciation of $5,885,000 in 2009 and $5,780,000 in 2008)            |   |                                      | 4,615,000     |                                         |   | 1,220,000     |   |
| Leasehold improvements (net of accumulated amortization of $1,822,000 in 2009 and $1,812,000 in 2008) |   |                                      | 220,000       |                                         |   | 230,000       |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Total property and equipment                                                                          |   |                                      | 4,835,000     |                                         |   | 1,450,000     |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Cash held in escrow                                                                                   |   |                                      | 52,000        |                                         |   | 52,000        |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| **TOTAL**                                                                                             |   | **$**                                     | **5,568,000** |                                         | **$**  | **2,197,000** |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                        |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Current liabilities:                                                                                  |   |                                      |          |                                         |   |          |   |
| Accounts payable and accrued expenses                                                                 |   | $                                         | 75,000        |                                         | $      | 56,000        |   |
| Obligations under capital lease and loans payable- current portion                                    |   |                                      | 669,000       |                                         |   | 475,000       |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Total current liabilities                                                                             |   |                                      | 744,000       |                                         |   | 531,000       |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Obligations under capital lease and loans payable-net of current portion                              |   |                                      | 3,892,000     |                                         |   | 701,000       |   |
| Asset retirement obligations                                                                          |   |                                      | 200,000       |                                         |   | 200,000       |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Total liabilities                                                                                     |   |                                      | 4,836,000     |                                         |   | 1,432,000     |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Stockholders’ equity:                                                                           |   |                                      |          |                                         |   |          |   |
| Common stock                                                                                          |   |                                      | 77,000        |                                         |   | 77,000        |   |
| Additional paid-in capital                                                                            |   |                                      | 3,097,000     |                                         |   | 3,097,000     |   |
| Accumulated deficit                                                                                   |   |                                      | (2,442,000    | )                                            |   | (2,409,000    | )      |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| Total stockholders’ equity                                                                      |   |                                      | 732,000       |                                         |   | 765,000       |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |
| **TOTAL**                                                                                             |   | **$**                                     | **5,568,000** |                                         | **$**  | **2,197,000** |   |
|                                                                                                  |   |                                      |          |                                         |   |          |   |

The accompanying notes to financial statements are an integral part hereof.

3

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**U.S. NEUROSURGICAL, INC. AND SUBSIDIARY            CONSOLIDATED STATEMENTS OF OPERATIONS**

|                                               |   |                                                    |      |     |   |      |   |
|----------------------------------------------------|--------|---------------------------------------------------------|-----------|----------|--------|-----------|--------|
|                                               |   | **Three Months Ended                        March 31,** |      |
|                                               |   |                                                    |      |
|                                               |   | **2009**                                                |      | **2008** |   |
|                                               |   |                                                    |      |     |   |
|                                               |   |                                                    |      |     |   |
| Revenue:                                           |   |                                                    |      |     |   |      |   |
| Patient revenue                                    |   | $                                                       | 366,000   |     | $      | 535,000   |   |
|                                               |   |                                                    |      |     |   |      |   |
|                                               |   |                                                    |      |     |   |      |   |
| Expenses:                                          |   |                                                    |      |     |   |      |   |
| Patient expenses                                   |   |                                                    | 142,000   |     |   | 183,000   |   |
| Selling, general and administrative                |   |                                                    | 233,000   |     |   | 287,000   |   |
|                                               |   |                                                    |      |     |   |      |   |
|                                               |   |                                                    |      |     |   |      |   |
| Total                                              |   |                                                    | 375,000   |     |   | 470,000   |   |
|                                               |   |                                                    |      |     |   |      |   |
|                                               |   |                                                    |      |     |   |      |   |
| Operating income (loss)                            |   |                                                    | (9,000    | )        |   | 65,000    |   |
|                                               |   |                                                    |      |     |   |      |   |
| Interest expense                                   |   |                                                    | (26,000   | )        |   | (36,000   | )      |
| Interest income                                    |   |                                                    | 2,000     |     |   | 2,000     |   |
|                                               |   |                                                    |      |     |   |      |   |
|                                               |   |                                                    |      |     |   |      |   |
| Net income (loss)                                  |   | $                                                       | (33,000   | )        | $      | 31,000    |   |
|                                               |   |                                                    |      |     |   |      |   |
|                                               |   |                                                    |      |     |   |      |   |
| Proforma basic and diluted income (loss) per share |   | $                                                       | (0.00     | )        | $      | 0.00      |   |
|                                               |   |                                                    |      |     |   |      |   |
|                                               |   |                                                    |      |     |   |      |   |
| Proforma weighted average shares outstanding       |   |                                                    | 7,697,185 |     |   | 7,697,185 |   |

The accompanying notes to financial statements are an integral part hereof.

4

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**U.S. NEUROSURGICAL, INC. AND SUBSIDIARY            CONSOLIDATED STATEMENTS OF CASH FLOWS**

|                                                                                        |   |                                                    |        |     |   |        |   |
|---------------------------------------------------------------------------------------------|--------|---------------------------------------------------------|-------------|----------|--------|-------------|--------|
|                                                                                        |   | **Three Months Ended                        March 31,** |        |
|                                                                                        |   |                                                    |        |
|                                                                                        |   | **2009**                                                |        | **2008** |   |
|                                                                                        |   |                                                    |        |     |   |
| Cash flows from operating activities:                                                       |   |                                                    |        |     |   |        |   |
| (Loss) income from continuing operations                                                    |   | $                                                       | (33,000     | )        | $      | 31,000      |   |
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: |   |                                                    |        |     |   |        |   |
| Depreciation and amortization                                                               |   |                                                    | 115,000     |     |   | 158,000     |   |
| Deferred income taxes                                                                       |   |                                                    |        |     |   |        |   |
| Changes in:                                                                                 |   |                                                    |        |     |   |        |   |
| Accounts receivable                                                                         |   |                                                    | (136,000    | )        |   | (98,000     | )      |
| Other current assets                                                                        |   |                                                    | 4,000       |     |   | 4,000       |   |
| Accounts payable and accrued expenses                                                       |   |                                                    | 19,000      |     |   | 40,000      |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Net cash from operating activities                                                          |   |                                                    | (31,000     | )        |   | 135,000     |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Cash flows from investing activities:                                                       |   |                                                    |        |     |   |        |   |
| Investment in unconsolidated entities                                                       |   |                                                    | —     |     |   | (1,000      | )      |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Cash flows from financing activities:                                                       |   |                                                    |        |     |   |        |   |
| Repayment of capital lease obligations and loans payable                                    |   |                                                    | (115,000    | )        |   | (105,000    | )      |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Net cash from financing activities                                                          |   |                                                    | (115,000    | )        |   | (105,000    | )      |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Net change in cash and cash equivalents                                                     |   | $                                                       | (146,000    | )        | $      | 29,000      |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Cash and cash equivalents - beginning of period                                             |   | **$**                                                   | **605,000** |     | **$**  | **372,000** |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| **CASH AND CASH EQUIVALENTS - END OF PERIOD**                                               |   | **$**                                                   | **459,000** |     | **$**  | **401,000** |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Non-cash investing and financing transactions:                                              |   |                                                    |        |     |   |        |   |
| Purchase of gamma knife equipment with a capital lease obligation                           |   | $                                                       | 3,500,000   |     |   | —     |   |
|                                                                                        |   |                                                    |        |     |   |        |   |
| Supplemental disclosures of cash flow information:                                          |   |                                                    |        |     |   |        |   |
| Cash paid for Interest                                                                      |   | $                                                       | 36,000      |     | $      | 36,000      |   |

The accompanying notes to financial statements are an integral part hereof.

5

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**U.S. NEUROSURGICAL, INC. AND SUBSIDIARIES            NOTES TO FINANCIAL STATEMENTS**

**Note A - Basis of Preparation**

          The accompanying financial statements at March 31, 2009, and for the three months ended March 31, 2009 and 2008, are unaudited. However, in the opinion of management, such statements include all adjustments necessary for a fair statement of the information presented therein. The balance sheet at December 31, 2008 has been derived from the audited            financial statements at that date appearing in the Company’s Annual Report on Form 10-K.

          Pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the accompanying financial statements and notes do not include all disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Accordingly, these statements            should be read in conjunction with the Company’s most recent annual financial statements.

          Results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years.

**Note B – Uncertainties**

          During 2007, USN instituted a lawsuit against Midwest Division – RMC LLC, in the Circuit Court of Jackson County, Missouri seeking damages against the defendant as successor to USN’s agreement with RMC relating to the Kansas City Gamma Knife center. This lawsuit arose out of USN’s agreement with RMC, executed in December 1993. In the            course of an audit, USN discovered that the defendant had failed to make proper payments to USN under that agreement. USN sought to recover amounts representing such underpayments.

          On July 3, 2008, following the trial at the Circuit Court, the jury found in favor of USN and assessed damages at $1,919,124. The Circuit Court ordered that judgment be entered in favor of the Company in that amount. The defendant’s request for a new trial was denied, and the defendant has appealed the verdict. With this appeal pending, the            prospects for payment of any amounts to the Company remain uncertain.

          Patients continue to receive treatment at the Kansas City center, but payments for those treatments are being calculated by RMC according to the method that USN has contested, and which is the subject of the lawsuit. Management believes that the only issue is the extent to which USN will benefit through this lawsuit with respect to prior            periods.

6

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          Although patients continue to be treated in Kansas City, it is not clear how the presence, or the ultimate outcome, of the lawsuit will impact the Company’s working relationship with RMC. RMC is a unit of HCA, Inc., a very large health services organization which has substantially greater resources than are available to USN. Nevertheless, USN has            made a substantial investment in Kansas City to build its business and provide quality healthcare to patients in the Kansas City community in reliance on RMC’s performance under their agreement, and thus USN intends to pursue its rights aggressively in an effort to protect that business.

          Due largely to decreased patient procedures in recent periods at the Kansas City center, the Company has incurred operating losses which have contributed to a substantial reduction in its working capital. The Company experienced net after tax losses of $335,000 for the year ended December 31, 2007, but did return to breakeven for the year ended 2008.            

          The Company’s management is taking steps to improve profitability and overcome the negative effects of recent reductions in working capital. In recent quarters, the Company has been successful in reducing maintenance expenses and insurance costs. The Company had a working capital deficit of $63,000 at March 31, 2009, as compared to a working            capital surplus of $164,000 at December 31, 2008, although this change was largely due to the current obligation relating to the capital lease financing that was recently arranged for the new Gamma Knife at the New York center. The Company reported a net loss of $33,000 for the first three months of 2009. This loss, however, was primarily due to the fact that the NYU Center was shut down for approximately six weeks during the first quarter to accommodate the installation of new            equipment at that center.

**Note C – The New Southern California Regional Gamma Knife Center**

          During 2007, the Company managed the formation of the Southern California Regional Gamma Knife center at San Antonio Community Hospital in Upland, California. The Company will participate in the ownership and operation of the center through its wholly-owned subsidiary, USN Corona, Inc. (“USNC”). Corona Gamma Knife, LLC (“CGK”) is            party to a 14-year agreement with SACH to renovate space in the hospital and install and operate a Leksell Perfexion Gamma Knife. CGK leased the Gamma Knife from Neuropartners LLC, which purchased the Gamma Knife equipment. USNC is a 27% owner of CGK and a 20% owner of Neuropartners LLC. In addition, USNC will receive fees for management services relating to the facility. 

          Construction of the SACH Gamma Knife center was completed in December 2008 and the first patient was treated in January of 2009. The project has been funded principally by outside investors, and USN’s investment to date in the SACH center has been minimal. 

7

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**Note D –New Gamma Knife at NYU Medical Center**

          The Company installed a new Leksell Gamma Knife, the PERFEXION model, at the NYU Medical Center in March 2009 in replacement of the older Gamma Knife equipment at that location. In connection with this upgrade, the Company will modify its arrangement with NYU and will be responsible for 84 months of lease payments commencing in July 2009 of approximately            $60,000 per month. Although the unit is currently operational, and patients are being treated, the final amount of the monthly lease payment is not yet determined as incidental improvements to the site are ongoing.

8

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**Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations.**

Critical Accounting Policies

          The condensed financial statements of U.S. Neurosurgical, Inc. (“USN” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America. As such, some accounting policies have a significant impact on amounts reported in the financial statements. A summary of those            significant accounting policies can be found in our 2008 Annual Report on Form 10-KSB, filed, in the Notes to the Financial Statements, Note B. In particular, judgment is used in areas such as determining the allowance for doubtful accounts and asset impairments.

          The following discussion and analysis provides information which the Company’s management believes is relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere            herein.

Results of Operation

*Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008*

          Patient revenue decreased 32% to $366,000 in the quarter ended March 31, 2009 from $535,000 for the quarter ended March 31, 2008. This decrease in patient revenue was largely due to the fact that the New York center was shut down for approximately six weeks during the quarter to allow for the installation of the new PERFEXION Gamma Knife at that            location, resulting in a dramatic decrease in the number of procedures performed at the Company’s New York center during the first quarter of 2009 as compared to the same period a year ago. Patient expenses decreased 21% to $142,000 for the first quarter of 2009 compared to $183,000 in the same period a year ago. Patient expenses do not vary materially with the number of procedures performed, but are tied to depreciation, maintenance and other fixed expenses. The reduction            experience in this quarter over the comparable period in 2008 was due largely to the decrease in depreciation expense relating to the New York center that resulted from the changeover in the equipment. 

          Selling, general and administrative expense decreased 19% to $233,000 for the quarter ended March 31, 2009 from $287,000 in the comparable period in 2008. This decrease was largely due to a decrease in professional fees and marketing costs incurred during that period. Interest expense decreased 28% to $26,000 from $36,000 in the same period a year            earlier. This decrease was due to the continuing reduction in capital lease obligations over time. However, with the renewed arrangements under the new Gamma Knife equipment at the New York center, interest expense in future periods is expected to increase significantly. For the quarter ended March 31, 2009, the Company reported a net loss of $33,000 as compared to net income of $31,000 for the same period a year earlier. 

9

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This resulted primarily from the temporary suspension of operations at the New York center as described above.

Liquidity and Capital Resources

          At March 31, 2009 the Company had a working capital deficit of $63,000 as compared to working capital surplus of $164,000 at December 31, 2008. This reduction was primarily due to the current obligation that was generated in connection with the capital lease financing established during the first quarter of 2009 for the new Gamma Knife at the New York            center. Cash and cash equivalents at March 31, 2009 were $459,000 as compared with $605,000 at December 31, 2008. 

          Net cash used in operating activities for the three months ended March 31, 2009 was $28,000 as compared to the $135,000 that was provided by operating activities for the same period a year earlier. Depreciation and amortization was $115,000 for the three months ended March 31, 2009, as compared with $158,000 the first three months of 2008. 

          The Company paid $115,000 towards its lease obligations during the three months ended March 31, 2009 as compared to $105,000 in the same period a year ago. With our current cash position, and continued collection on our accounts receivable, the Company believes that its cash position will be sufficient to support operations for at least the next twelve            months.

Risk Factors

          We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The following factors, as well as the factors listed under the caption “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2008, have affected or could affect our actual results and could cause            such results to differ materially from those expressed in any forward-looking statements made by us. Investors should carefully consider these risks and speculative factors inherent in and affecting our business and an investment in our common stock. 

*          Operating Losses*. We have experienced significant operating losses in recent periods and may continue to do so in the future. We reported a net loss of $335,000 for the year ended December 31, 2007, but did return to breakeven for the year ended 2008. The Company reported net loss of $33,000 for the first three months of 2009. This loss, however,            was primarily due to the fact that the NYU Center was shut down for approximately six weeks during the first quarter to accommodate the installation of new equipment at that center.

          While the Company is taking steps to improve long term profitability, it is possible that the Company will experience material losses in the future periods.

10

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*          Availability of Working Capital*. To date, we have earned sufficient income from operations to fund periodic operating losses and support efforts to pursue new Gamma Knife centers. If losses continue, we will be required to seek additional capital to support continued operations and the development of new centers, but we cannot assure you, however,            that we will be able to raise such additional capital as and when required. 

Disclosure Regarding Forward Looking Statements

          The Securities and Exchange Commission encourages companies to disclose forward looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This document contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly            statements anticipating future growth in revenues and cash flow. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “will be,” “will continue,” “will likely result,” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify such forward-looking            statements. Those forward-looking statements are based on management’s present expectations about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of such changes, new information, future events or otherwise.

          The Company operates in a highly competitive and rapidly changing environment and in business segments that are dependent on our ability to: achieve profitability; increase revenues; sustain our current level of operation; introduce on a timely basis new products; maintain satisfactory relations with our customers; attract and retain key personnel; maintain and expand            our strategic alliances; and protect our know-how. The Company’s actual results could differ materially from management’s expectations because of changes in such factors. New risk factors can arise and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those            contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. 

          Investors should also be aware that while the Company might, from time to time, communicate with securities analysts, it is against the Company’s policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, investors should not assume that the Company agrees with any statement or report issued by any            analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts or others contain any projections, forecasts or opinions, such reports are not the responsibility of the Company. 

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          In addition, the Company’s overall financial strategy, including growth in operations, maintaining financial ratios and strengthening the balance sheet, could be adversely affected by increased interest rates, failure to meet earnings expectations, significant acquisitions or other transactions, economic slowdowns and changes in the Company’s plans,            strategies and intentions.

**Item 3. Quantitative and Qualitative Disclosures About Market Risk.**

          Not applicable.

**Item 4T. Controls and Procedures**

Evaluation of Disclosure Controls and Procedures

          We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and            communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We do realize that we are a very small company and as a            small company with only the officers and directors participating in the day to day management, with the ability to override controls, each officer and director has multiple positions and responsibilities that would normally be distributed among several employees in larger organizations with adequate segregation of duties to ensure the appropriate checks and balances. Because the Company does not currently have a separate chief financial officer, the Chief Executive Officer performs            these functions with the support of one of the Company’s outside directors who assists in the reporting and disclosure process (the “Lead Director”).

          Our management evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation (including an evaluation of the updated            procedures described above) the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report for the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, to be recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange            Commission’s rules and forms. 

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Internal Control over Financial Reporting

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial            reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

|   |                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                  |
|   | (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
|   |                                                                                                                                                                                                                                                                                                                                                  |
|   | (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.                                                                                                                              |

          Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Changes in Internal Control over Financial Reporting

          As described in Item 9A(T) of our Form 10-K for the fiscal year ended December 31, 2008, management has identified the following material weakness in the Company’s internal control over financial reporting as of December 31, 2008: The Company did not maintain a sufficient complement of personnel with the appropriate level of knowledge, experience            and training in the application of GAAP and in internal controls over financial reporting commensurate with its financial reporting requirements. This material weaknesses contributed to control deficiencies, as well as audit adjustments to the 2008 annual consolidated financial statements in the financial reporting and close process. As described in Item 9A(T) of our Form 10-K for the fiscal year ended December 31, 2008, management has taken steps to remediate the control            deficiencies noted above through the use of additional outside contractors with the requisite experience and expertise in GAAP accounting.

          Other than as described above, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the            Company’s internal control over financial reporting.

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**PART II - OTHER INFORMATION**

**Item 1. Legal Proceedings**

          During 2007, USN instituted a lawsuit against Midwest Division – RMC LLC, in the Circuit Court of Jackson County, Missouri seeking damages against the defendant as successor to USN’s agreement with RMC relating to the Kansas City Gamma Knife center. This lawsuit arose out of USN’s agreement with RMC, executed in December 1993. In the            course of an audit, USN discovered that the defendant had failed to make proper payments to USN under that agreement. USN sought to recover amounts representing such underpayments.

          On July 3, 2008, following the trial at the Circuit Court, the jury found in favor of USN and assessed damages at $1,919,124. The Circuit Court ordered that judgment be entered in favor of the Company in that amount. The defendant’s request for a new trial was denied, and the defendant has appealed the verdict. With this appeal pending, the            prospects for payment of any amounts to the Company remain uncertain.

          Patients continue to receive treatment at the Kansas City center, but payments for those treatments are being calculated by RMC according to the method that USN has contested, and which is the subject of the lawsuit. Management believes that the only issue is the extent to which USN will benefit through this lawsuit with respect to prior            periods.

          Although patients continue to be treated in Kansas City, it is not clear how the presence, or the ultimate outcome, of the lawsuit will impact the Company’s working relationship with RMC. RMC is a unit of HCA, Inc., a very large health services organization which has substantially greater resources than are available to USN. Nevertheless, USN has            made a substantial investment in Kansas City to build its business and provide quality healthcare to patients in the Kansas City community in reliance on RMC’s performance under their agreement, and thus USN intends to pursue its rights aggressively in an effort to protect that business.

**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**

          Not applicable.

**Item 3. Defaults Upon Senior Securities**

          Not applicable.

**Item 4. Submission of Matters to a Vote of Security Holders**

          Not applicable.

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**Item 5. Other Information**

          Not applicable.

**Item 6. Exhibits**

|   |                                   |
|--------|----------------------------------------|
| 31.1   | Rule 13a-14(a)/15d-14(a) Certification |
| 32.1   | Section 1350 Certifications            |

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**SIGNATURES**

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|               |                     |                        |   |
|--------------------|--------------------------|-----------------------------|--------|
|               | U.S. Neurosurgical, Inc. |
|               | (Registrant)             |                        |
|               |                     |                        |   |
| Date: May 14, 2009 | By:                      | /s/ Alan Gold               |   |
|               |                     |                        |   |
|               |                     | Alan Gold                   |   |
|               |                     | Director, President and     |
|               |                     | Chief Executive Officer     |
|               |                     | and                         |   |
|               |                     | Principal Financial Officer |
|               |                     | of the Registrant           |

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