CONFORMED COPY

                                    FORM 10-K SB

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549      

(X)  15, ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 1996

                                         OR

( )  15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  0-17378


                                 VITRO DIAGNOSTIC, INC.                 
               
               ______________________________________________________
               (Exact name of registrant as specified in its charter)

           Nevada                                  84-1012042          
______________________________        _________________________________
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

     8100 Southpark Way, Bldg B-1 , Littleton, Colorado       80120
_________________________________________________________________________
 (Address of principal executive offices)                     (Zip  Code)

                               (303) 794-2000                            
      ________________________________________________________________
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:      None

Securities registered pursuant to Section 12(g) of the Act:      None

      Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for at least the past 90
days.

Yes  X         No 
    ---           ---

      Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K SB or any amendment to this form 10-K SB.

Yes  X       No
    ---         ---

     The issuer's revenues for its most recent fiscal year were $790,335.

     The aggregate market value of the voting stock held by non-affiliates 
(1,550,087) computed by taking the average of the bid and the ask ($0.10 as
quoted on January 20, 1997) was $155,009.

     The number of shares outstanding of each of the issuer's classes of 
common equity as of January 20, 1997, was 6,286,816.

      Document incorporated by reference : None
     
      This report consists of 26 pages, including one page constituting the 
cover page.

<PAGE>                                                                    2

                                    PART I 
       ITEM 1.  DESCRIPTION OF BUSINESS 

  a). Business.  The Company was incorporated under the name Imperial 
      Management, Inc. ("Imperial") on March 31, 1986 under the laws of the 
      State of Nevada.  On December  8, 1986, the Corporation merged with 
      Labtek, Inc., a Colorado corporation, and the name of the 
      corporation was changed to Vitro Diagnostics,  Inc.  Until July 1989, 
      the Company operated as a clinical reference lab and repackaged          
      immunodiagnostic kits.

      In July of 1989, management of the Company was replaced by a new 
      management team which assumed control over all Company operations.  
      The new management team has endeavored since said date to implement a 
      strategic plan designed to transform Vitro Diagnostics, Inc. into a 
      biotechnology company with a diverse product line.  The Company   
      manufactures specialty diagnostic reagents, viz. purified human 
      antigens. The Company sells its purified human antigens primarily to 
      manufacturers of immunodiagnostic test kits.  The short-term 
      objectives are to develop, produce, and market additional related 
      products to complement and expand its original line of diagnostic 
      antigens.
        
   b) Business of Issuer.  The Company's revenues and operating profits or 
      losses and identifiable assets have been attributable to manufacture 
      of purified human antigens. 

      Description of Company's Products and Services

      PURIFIED ANTIGENS 
                 
      In connection with management's objectives to transform the Company into
      a diversified biotechnology company, purified human antigens was selected
      as the initial business to be pursued by the Company.  Manufacture of 
      these products required that the Company develop expertise in 
      purification of clinically significant proteins, which expertise was 
      available to the Company through its scientific staff and recent 
      technological advances.  The Company is presently only one of a few
      manufacturers in the world that specialize in the purification of human
      pituitary hormones.

      The Company chose pituitary hormones and tumor marker as its initial 
      products for development.  The pituitary hormones include Growth 
      Hormone, Prolactin, LH, FSH, and TSH.  The tumor marker antigens include
      CEA, AFP, hCG, beta hCG and alpha hCG. These hormones and tumor markers 
      are sold to diagnostic kit manufacturers, immunochemical distributors and 
      brokers and to university  researchers.  Company personnel have over ten 
      years experience in the extraction and purification of these antigens. 

      Human tissues are used as the raw materials for the purified antigens.
      Pituitary hormones are obtained from human pituitary glands, human 
      chorionic gonadotropin originates from urine collected during pregnancy
      and CEA is derived from human liver tissue containing adenomas secondary
      to primary colon cancer.  The Company has an adequate supply of raw 
      materials.  Sufficient liver tissue is presently owned by the Company.  
      These tissues are stored in a condition that is believed to maintain CEA
      as stable indefinitely.  Pregnancy urine is readily available 
      commercially.  Human pituitary glands are more difficult to obtain but 
      several sources are available to the Company. The tissues are extracted 
      with specialized chemicals and the extracts are subject to purification 
      by modern liquid chromatography.  Sequential purification steps are 
      usually required to  produce highly  purified materials.  The Company 
      presently protects its purification technology as proprietary and trade 
      secret information. 

      Purified human antigens are subject to minimal FDA regulations as 
      such products are considered Class I diagnostic devices.  The Class I 
      classification is usually given to components of finished diagnostic 
      devices.  The FDA requirements for sale of Class I devices are that the
      Company register with the FDA and list all of the Class I devices that 
      it markets.  The Company is in full compliance with these FDA 
      requirements.  The actual manufacturer of the diagnostic device receives 
      more rigorous FDA regulation since the device itself is more integrally 
      related to potential health problems.  While the Company is not required
      to do so, it presently operates according to FDA guidelines for 
      manufacture of diagnostic devices.  Such practices are helpful to the 
      Company's customers and allows for vendor audits of the production 
      operation as needed.  All proposed new diagnostic antigens are Class I 
      devices with the exception of PSA (See "New Product Development"),
      which is a Class II device.  FDA approval of PSA would require filing of
      Form 510K with the U.S. Government. 

      A brief description of some of these products follows: 

      Growth Hormone - Growth hormone is produced in the pituitary gland and
      regulates growth of most human tissues. 
                                 
      Prolactin - This compound is a hormone produced by the pituitary gland 
      and stimulates lactation.  Prolactin levels in blood are measured during 
      treatment for infertility and for monitoring the effectiveness of 
      chemotherapy for brain tumors. 

      LH - Luteinizing hormone is produced in the pituitary gland and causes 
      the female sex organs to produce the hormones progesterone and estrogen.
      Abnormal values of LH will result in abnormal progesterone and estrogen 
      levels.  LH levels are measured to aid in diagnosing the source of certain
      infertility problems and to ascertain the existence of a pituitary tumor.

      FSH - Follicle stimulating hormone is also a pituitary compound which 
      stimulates the growth of ovarian eggs in the beginning of the menstrual 
      cycle.  Urine or blood levels of FSH are measured to determine the cause
      of infertility. 

      TSH - Thyroid stimulating hormone is measured as part of assessing 
      overall thyroid function and metabolism.  It is also becoming 
      increasingly important in diagnosing the underlying cause of certain 
      infertility problems. 

      CA 125 - This product is a tumor marker, as is CEA.  However, 
      CA 125 is relatively specific to ovarian cancers, whereas CEA is known
      to be produced by tumors of the colon, liver, breast and other
      tissues.  The CA 125 diagnostic test has received FDA approval.  FDA 
      approval opens the United States diagnostic market for the product.

      CA 19-9 - This is another tumor marker structurally similar to CA 125 
      and CA 15-3, but selective for pancreatic and other gastrointestinal 
      tumors.  It, like CA 15-3, is not yet FDA approved, but has a history of
      use and acceptance, at least in foreign markets.

      CEA - Carcinoembryonic antigen is produced by cancerous tumors 
      especially of the colon or liver.  Measurement of blood CEA levels is 
      valuable in the management of cancer.  CEA is elaborated by certain 
      tumor cells and was one of the first so-called tumor markers, although 
      it is not specific for a particular type of cancer. 

      Recombinant CEA - This is CEA that is produced by use of recombinant
      DNA techniques.  The  product is apparently identical to natural CEA, but 
      its production is not subject to the limitations of raw material 
      availability as is natural CEA.

      hCG - Human chorionic gonadotropin is produced by particular cells of 
      the placenta.  Elevated levels are used to determine pregnancy.  It has 
      biological action on the ovaries and can cause ovulation.

      Beta hCG - The beta subunit of hCG is one of two dissimilar protein 
      chains that together compose hCG. It is similar to CEA in that it is a 
      tumor marker.  However, it is usually secreted by tumors arising from
      certain cells in the placenta.  These types of cancer can occur following
      a miscarriage. 

      Beta hLH- The beta subunit of luteinizing hormone is one of two dissimilar
      protein charins that together compose hLH.  The beta subunit of LH 
      contains the  biochemical specificity of LH.  The beta subunit  of LH is 
      used in antibody production to minimize contamination of antibodies to 
      closely related hormones. 

      Alpha hCG - The alpha subunit of hCG is a relative of beta hCG (above). 
      together with the beta subunit they comprise hCG. It is considered a 
      tumor marker, although it is less strongly documented clinically than
      is beta-hCG. 

      AFP - Alpha-fetoprotein is a protein produced by the fetal liver.  
      Expression of this protein is normally suppressed in adults.  It is 
      considered a marker for testicular cancer.  Maternal serum levels 
      are also elevated when neural tube deficit occurs. 

      PURITY GRADES: 
        
      The Company's products are provided to its customers at three grades of
      purity, which are used for different applications.  The least pure grade
      (50% purity) is standard or control grade which is usually used in the 
      manufacture of standards or controls for immunoassay.  These components
      are used in obtaining quantitative results in a clinical test and to 
      determine if the test is performing properly.  Iodination grade (or 
      antigen grade) materials are at least 98% pure and are used for
      labeling with I-125.  Affinity-pure materials are >99% purity and 
      contain very low levels of contaminants.  This grade of product is 
      suitable for applications requiring most stringent purity such as 
      antibody production and use in the purification of purified antibodies.
            
      The Company operates its present antigen purification operation in 
      accordance with all relevant regulations. 

      MARKETS AND DISTRIBUTION FOR PURIFIED ANTIGENS 

      The market for the pituitary hormones arose out of the field of 
      endocrinology and understanding of the physiological regulatory 
      function of the pituitary gland.  These functions include control of 
      body growth, reproduction and regulation of metabolism.  Physiological 
      hormones are transported to the target organ where the hormone binds to
      a receptor with high affinity and specificity for that hormone only.  For
      example, the hormone LH is secreted from the pituitary gland and binds 
      to receptors on cells in the ovary.  This binding to the LH receptor 
      initiates a complex series of biological events which lead to ovulation,
      a critical step in the reproductive process.  The fundamental discoveries
      of pituitary hormone structure and function were followed by the 
      development of the radioimmunoassay ("RIA") in the late 1960s.  This 
      development was important to medicine because the RIA allowed 
      measurement of the blood levels of a variety of clinically important 
      substances.  The developers of  RIA were awarded the Nobel Prize in the
      early 1970s.

      The market for the purified tumor markers arose from fundamental medical
      research in cancer. Tumor markers are substances produced in tumor cells
      through expression of proteins not usually produced in non-malignant 
      cells.  These proteins are released into the blood stream where they 
      can be measured by immunodiagnostic tests.  As the cancerous process 
      affects the amount of a specific marker in the blood stream, tumor marker 
      diagnostic tests are very valuable tools in the diagnosis and prognosis 
      of cancer.  For example, prostate-specific antigen ("PSA") is highly 
      effective in the diagnosis of prostate cancer.  Periodic measurement of 
      PSA allows the physician to determine if a patient is in relapse or 
      remission. 

      The immunodiagnostic segment of diagnostic medicine was spawned by the 
      development of the RIA.  Immunodiagnostics are test procedures which are
      based on antigen-antibody interactions.  This includes a broad range of 
      tests for hormones, tumor markers, therapeutic drugs, infectious agents
      and blood-borne substances characteristic of autoimmune or coronary 
      artery disease.  The line of products presently manufactured by the 
      Company deals with the testing for hormones and tumor markers.  The 
      purified antigens are considered raw materials of the testing industry 
      and are used primarily by manufacturers of diagnostic tests. 
      The scope of the market available for purified human antigens includes 
      manufacturers of diagnostic kits, manufacturers of standards and 
      controls, antibody producers and researchers.  Market analysts,
      such as IMS America, track immunodiagnostic markets and those kit 
      manufacturers who share that market.  However, the dollar size of the 
      test kit market does not directly relate to the purified antigen 
      component of that market.  Based upon management's involvement with 
      this market for over 10 years, management estimates the international 
      market to be extensive.

                                                                      
      MARKETING AND SALES STRATEGY 

      The Company has had its purified antigens on the market since 
      November, 1990.  During the first year, the Company undertook 
      considerable product research and development.  Sales from November 
      1990 to August 1991 were largely derived from prolactin, growth hormone 
      and hCG.  By August 1991, the Company was able to provide at least 
      limited quantities of TSH, LH, FSH and CEA, in addition to prolactin, 
      growth hormone and hCG. Since then, the production procedures, used to 
      purify products, have undergone refinement and quality control procedures
      have been improved.  The Company has also added hCG-beta, hCG-alpha, and
      AFP to its product line. 

      The Company presently has 21 products on the market, which include 
      various purity grades of 10 individual purified antigens.  Sales of the 
      Company's purified antigens have steadily increased since market 
      introduction.  Total product sales were $48,507, $191,851, $311,041,
      $553,748 and $376,746  for fiscal years 1991, 1992, 1993, 1994 and 1995
      respectively.   Product sales for fiscal year 1996 were $790,335.  The 
      Company now sells  to 150 clients including several domestic diagnostic
      kit manufacturers. 

      The primary objective of the Company's present sales program is to 
      increase product sales and to increase the number of key end-user 
      accounts.  These are usually large domestic companies that manufacture
      diagnostic products and control a substantial portion of the 
      immunodiagnostic market.  For example, this market is typically dominated
      by Abbott Labs and Chiron Diagnostics.  An additional six to eight
      companies control the majority of the market.  In certain cases, the 
      Company has chosen to pursue these accounts through brokers.  Others will
      be directly approached using the following procedure, although there may 
      be some variation depending on the company and its staff.  Initially, the 
      proper contacts must be made and there are usually several contacts 
      within each company.  The contact people are mailed a packet of sales 
      literature and follow-up is made by phone.  If there is further 
      interest, a visit is made by Company personnel to the customer's 
      facility.  Subsequently, an audit of the Company's facility may be 
      necessary, since the customers are especially interested in adherence 
      to manufacturing guidelines established by the FDA.  Finally, the
      customer will request samples of material for evaluation.  This product 
      inspection usually takes at least six months.  If all goes satisfactorily,
      sales will begin and other products may be evaluated.
                             
      Another important component of the Company's sales strategy is to 
      maintain and increase product distribution through brokers and 
      distributors.  The Company presently intends to continue sales through 
      brokers, and especially through a group of key brokers.  This group is 
      perceived as having potential to increase product sales and/or to 
      approach certain accounts which may be difficult to sell to directly.  
      In certain cases in this industry, which is relatively small, consumers 
      prefer to deal with brokerage firms with whom they have had a long 
      standing relation.  Most firms specializing in brokerage have a full time
      sales staff available.  Such direct sales efforts can assist the Company
      while it focuses its present resources on production and new product 
      development.  Brokers are also advantageous as a distribution route to 
      foreign markets.   
                                    
      Foreign accounts are of interest to the Company, although this is not the
      primary focus of its present sales efforts.  Foreign antigen buying is 
      focused in Canada, Europe and Japan.  The Company also has contacts with
      French, English and German firms.  The approach to foreign accounts will
      include use of brokers and distributors, as well as direct sales efforts.

      The Company currently has a list of active and prospective customers that
      includes approximately 366 individual companies in the United States 
      and 207 abroad. 

      EXPANSION OF PRODUCTION 

      In order to increase the market share of the Company's existing line of 
      purified antigens maintenance of adequate product inventory is essential.
      Most of the Company's production methods have been refined into highly
      efficient methods.  The basic method to increase the Company's 
      inventories of pituitary hormones is to increase the number of glands 
      processed in a given production run.  The amount of product produced is 
      dependent on the hormone content of the raw materials and the overall 
      efficiency of the purification process.  Since the present overall yield
      is similar for all products, variations in final product levels reflect 
      variation in hormone levels within pituitary glands. 

      Management is exploring alternatives to human tissues as raw materials.
      The techniques used purify tissue antigens can be applied to materials 
      derived from cell lines that are maintained in a viable state by cell 
      culture technology.  In this process, cells which are genetically 
      identical, are grown to high densities in a culture media.  Culture media
      is a complex solution specifically designed to support cell growth.  
      Subsequently, the cell culture enters a production phase whereby
      specific products of the cell can be collected in large amounts at 
      relatively high purity.  All of the products presently manufactured 
      by the Company from human tissues may also be derived from cell 
      cultures.  The primary advantage of cell culture derived products is cost
      effectiveness.  This arises from the reduced cost of the starting 
      materials.  After a cell line is established, it can be maintained 
      frozen, essentially indefinitely.  Furthermore, the purity of the 
      products derived from cell culture is typically 10 to 90%, whereas the 
      pituitary hormones present in pituitary extracts is usually less than 
      0.1% pure.  Cell culture derived products can be sufficiently purified 
      with fewer process steps than can the hormones present in a pituitary 
      extract.  Fewer processing steps translates to faster output, greater 
      overall product yields and hence, lower production costs.

      At the present time, management is exploring various options to produce 
      cell lines which are known to produce and secrete human CEA, FSH, LH 
      and prolactin.  Once a viable cell line is located, the Company will then
      engage in methods of development of the cell culture process and
      purification procedures.  Management believes that the market is ready
      to accept cell line-derived products, but market resistance to a new
      cell line-derived product does exist.  There is no assurance that the
      Company can produce any cell line-derived product that is marketable.
        
     New Product Development 

      The Company is in the development stages of expanding its line of 
      purified antigens that are targeted for the immunodiagnostic markets.  
      The technology used in developing these products is substantially 
      similar to that used to develop and produce the present product line.  
      Such products include: 
                             
       CA 15-3 - This product is also a tumor maker.  It is related to CA 125 
       in structure, but is localized to breast tumors.  It is a fairly specific
       marker for breast cancer and is valuable in diagnosis and monitoring of 
       breast cancer patients.  However, the test for CA 15-3 is not yet FDA
       approved, so the United States market is somewhat limited.  This marker,
       known for about 15 years, is widely accepted in foreign markets. 


       PSA - Prostate-Specific antigen is also a tumor marker, but specific to 
       prostate cancer.  The diagnostic test for PSA is FDA-approved and an 
       extensive market exists both in the United States and abroad.  A United
       States patent exists covering PSA (US #4,446,122) and the procedures 
       used in its purification.  The Company anticipates entering into a 
       licensing agreement and payment of royalties once PSA is ready for 
       distribution.  The Company has recently begun development of purified 
       CA 19-9, CA 125, and CA 15-3.  No development has yet occurred on PSA. 

       Therapeutic Products - The Company is presently focused on protein 
       purification technology which is used to produce antigens from extracts
       of human tissues.  The technological expansion of the Company includes
       plans to add facilities and expertise in the areas of cell culture and
       recombinant DNA.  Cell culture methods are used to grow large
       quantities of a particular cell type and to allow for collection of
       products of the culture for use as raw materials in the production of
       purified proteins.  Recombinant DNA is a modern method of
       biotechnology whereby, genetic information directing the synthesis
       of specific proteins can be inserted into cells grown in culture.
      A cell culture facility has been recently been added to the Company's 
      operation.  Recombinant DNA technology is also presently being added to 
      the company. 

      Once these technologies are available to the Company, the Company 
      intends to develop cell lines which produce some of the present products 
      that are least abundant in the presently utilized raw materials.  
      Subsequently, the Company intends to develop therapeutic products using 
      cell culture and recombinant DNA technologies. 

      The basic strategy in developing such products is initial research and 
      development to create genetically engineered cell lines which produce 
      viable products as determined by laboratory test procedures.  Once a 
      satisfactory product can be demonstrated by laboratory testing, the  
      Company will file for US and foreign patent protection designed to ensure 
      maximum protection of the Company's  technology.  Testing of the new drug
      would then follow with detailed studies of effectiveness, formulation and
      safety. Given successful results, the Company would then commercialize
      these products. At present the Company is targeting products for use in
      treatment of infertility in animals, and cancer and aging in humans. 
      The addition of all new products will depend on availability of
      capital.  There is no guarantee that any of these products will be
      developed or marketed. 

     Competition 

      The market need for purified pituitary hormones has been primarily 
      filled by Dr. Albert Parlow, a professor at UCLA, and an authority in 
      pituitary hormone endocrinology.  Dr. Parlow has been the main supplier to
      the United States and foreign market for past 20 years.  Dr. Parlow has
      had access to the entire domestic supply of human pituitary glands
      through 5-year contracts administered by the U.S.  Department of Health
      and Human Services.  The contracts are set up to provide researchers at
      the National Institutes of Health (NIH) with purified pituitary
      hormones for research purposes.  Animal hormones are also purified by
      this government contract. Dr. Parlow has also supplied the NIH with
      Antisera to both human and animal pituitary hormones.  Dr. Parlow sells
      his material to brokers and directly to end-users.  He does not operate
      a business per se, but is known as a reliable supplier of high quality
      pituitary hormones. 

      The only other known major domestic competitor is Genzyme 
      Diagnostics of Cambridge, Massachusetts.  Genzyme is a large 
      biotechnology company, with strong expertise in the manufacture of 
      recombinant protein products.  Genzyme has had recombinant TSH on the 
      market for about five years.  Genzyme acquired Integrated Genetics of 
      Framingham, Massachusetts.  Integrated Genetics holds several patents for 
      recombinant proteins of clinical significance, including human LH, FSH 
      and hCG.  Management believes that Genzyme intends to pursue 
      production of recombinant LH, FSH and prolactin.  Together with 
      recombinant TSH, the major pituitary hormones will be available in their 
      recombinant form.  Genzyme has severl oher major product lines, 
      including a variety of enzymes, biotherapeutic drugs and a line of 
      diagnostic kits for measurement of cytokines.  Other competitors are
      known in Europe, including UCB Bioproducts located in Belgium.  UCB
      produces high quality materials, with prices somewhat higher than
      products produced in the United States.  Finally, there are a few
      researchers who occasionally produce small amounts of material;
      however, the Company does not consider these producers serious
      competition. 

      Based on reports from its customers, management believes that its 
      purified antigens are equivalent or superior in quality to the same
      products provided by its competitors.  At the same time, the cost of
      the Company's products is significantly less than that of other
      suppliers.  One reason the company's product is less expensive is
      efficiency of production.  While the basis for the competitor's
      prices is unknown to management, the Company has continually improved
      its manufacturing efficiency.  The resulting decrease in costs of
      production have been passed on to the Company's customers in the form
      of lower prices.

       MAJOR CUSTOMERS 

      During the most recent fiscal year ended October 31, 1996, sales made to
      any one customer in an aggregate amount equal to 10% or more of the
      Company's consolidated revenues included Dade International (27%)
      and Bio Rad (12%).

      PATENTS AND TRADEMARK 

         The Company presently does not hold any patents or trademarks, 
     however, based on successful continuing research and development in 
     future products, of which there is no assurance, it is anticipated that
     the Company will file patent and/or trademark applications in the
     future with respect to one or more of its products. 

      EMPLOYEES 

       The Company presently has nine full time. Full time employees include 
Roger D. Hurst, the Company's President, and James R. Musick, Ph. D., Secretary.

       FACILITIES 

       The Company presently occupies 5700 square feet at 8100 Southpark 
Way, Littleton, CO 80120.  Such facilities house the Company's 
administrative headquarters, research and development laboratories and 
manufacturing facilities.  The lease on the premises terminated on 
December 31, 1996.  The Company has paid a substantial portion of its rent 
through the issuance of Common Shares to its landlord, a principal 
shareholder of the Company.  There is no assurance such arrangement will 
continue.  Management's future plans for expansion of the Company may 
include taking additional lease space at its current facility or relocating to a
larger facility.

MISCELLANEOUS 

       The Company's business is not subject to re-negotiation of profits or 
termination of contracts or subcontracts at the election of the federal 
government. 

       Research and development expenditures amounted to $68,817 for the 
year ended October 31, 1994, $113,373 for the year ended October 31, 1995 
and $65,077 for the year ended October 31, 1996.  These research and 
development activities relate to the development of purified antigen 
products.

       The nature of Company's business does not subject it to compliance 
with federal, state and local provisions which have been enacted or adopted 
regulating the discharge of materials into the environment, or otherwise 
relating to the protection of the environment, which would have a material 
effect upon the capital expenditures, earnings or competitive position of the 
Company.


                      
       ITEM 2.  DESCRIPTION OF PROPERTY 

       The Company's administrative headquarters, research and development 
laboratories and manufacturing facilities are in a 5,700 square foot, one-
story brick building located at 8100 Southpark Way, Building B-1, 
Littleton, CO 80120.  The facilities  lease expired on  December 31, 1996 
Although these facilities are leased from Lloyd Fields, a principal shareholder,
the monthly rates and maintenance fees are equivalent to rates that could be 
obtained from unaffiliated third parties. The Company has outgrown its present 
facility and is actively looking for a building to expand into.


       ITEM 3.  LEGAL PROCEEDINGS 

       There are currently no legal matters or other regulatory procedures 
pending which involve the Company. 
       

       ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY 
HOLDERS 

       During the fiscal year ended October 31, 1996, there were no matters 
submitted to a vote of security holders. 


       
                                    PART II 

       ITEM  5.   MARKET  FOR  COMMON  EQUITY  AND  RELATED  
STOCKHOLDER  MATTERS. 
                         

            (a) Market Information 

       The following information sets forth the high and low bid price for the
Company's common stock for each quarter within the last two fiscal years
(as adjusted for a one forward stock split in March, 1988 and a one for one 
forward stock split in April, 1989 and a one for two hundred reverse split in 
April, 1991).  The Company's common stock is traded over the counter and 
quoted on the OTC Bulletin Board.  The following information has been 
obtained by the Company with reference to such source.


                                    Price Ranges (closing bid) 

                                                     Bid

       Quarter Ended                        High                       Low

     January 31, 1995                      $.25                        $.18
     April 30, 1995	                       $.25                        $.12
     July 31, 1995                         $.30                        $.12
     October 31, 1995                      $.30                        $.12
     January 31, 1996                      $.25                        $.18
     April 30, 1996	                       $.25                        $.12
     July 31, 1996                         $.30                        $.06
     October 31, 1996                      $.14                        $.06

Because of recent changes in the rules and regulations governing the 
trading of small issuers securities, the Company's securities are presently 
classified as "Penny Stocks", which classification places significant 
restrictions upon broker-dealers desiring to make a market in such 
securities.  It has been difficult for management to interest any broker - 
dealers in the Company's securities and it is anticipated that these 
difficulties will continue until the Company is able to obtain a listing on 
NASDAQ at which time market makers may trade the Company's securities 
without complying with such stringent requirements.  The existence of 
market quotations should not be considered evidence of the "established 
public trading market".  The public trading market is presently extremely 
limited as to number of market markers in the Company's stock and the 
number of states within which the Company's stock is permitted to be 
traded.

       The over-the-counter market quotations above reflect inter- dealer 
prices, without retail mark - up, mark-down or commission and may not 
necessarily represent actual transactions.  The Company's C Warrants, 
expired on December 31, 1994. 

           (b) Holders 


        
       As of October 31, 1996 the Company had approximately 2,000 
shareholders of record, not including approximately 1,800 persons who 
hold their shares in "street name". 
        
            (c) Dividends 
  
       On March 20, 1989, the Company's Board of Directors approved the 
issuance of a total of 550,528 (after adjustment for the 1 for 200 reverse 
split) warrants to the Company's shareholders as of April 15, 1989, as a 
stock dividend.  This class C Warrant expired on December 31, 1994.


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL  CONDITION AND RESULTS OF OPERATIONS 
                        

       The Company's Operating Expenses for fiscal 1996 were $365,637, the 
Cost of Sales was $269,972 and Interest Expense was $26,900.  These 
expenses total $662,509 or $55,209 per month.  Gross Revenues for 1996 
was $790,335 or $65,861 per month.  This equates to a $10,652 gain per 
month.  On October 31, 1996 the Company had $22,346 in Cash and 
$106,210 in Accounts Receivable - Trade for a total of $128,556.  

       Capital is required for the new product development described in 
"Description of Business (Item 1).  This capital will come from operating 
profits or outside investment.  Assets will not be sold to finance expansion.  
New Product development will be limited by the availability of capital for 
expansion. 

                                
       Comparison of 12 Month Periods October 1996 to October 1995 

       The Company's net revenue increased from 1995.  The net gain for 1996 
of $128,726 is an increase of $566,421 from 1995.  This gain in 1996 was 
due to increased  product sales.  Working capital at October 31, 1996 
amounted to $135,918 which was a $141,952 increase from the ($6,034) in 
working capital at October 31, 1995.  An increase in Accounts Receivable 
and inventories were responsible for the change in working capital.  These 
changes to working capital were a direct result of increased product sales. 

       The Company's revenues from product sales (purified antigens) for the 
year ended October 31, 1996 were $790,335 or 110% more than the $376,746 
in product sales for the year ended October 31, 1995. Total milligram quantities
of all products sold in 1996 equaled 2,704 as compared to 1,432 milligrams in 
1995.  This equates to a 89% increase from 1995. 
                                                   
       There are general expenses for any company that remain fairly constant,
no matter what the revenues, i.e.  rent, utilities, administrative staff.
Management believes that  the current administrative staff is sufficient to
handle revenues up to $2 million per year.
                                                         
       In order for the Company to increase production capabilities on 
existing product lines, it added various pieces of equipment in 1996.  
Leasing was chosen as a cost effective way to finance this capital 
equipment expansion.  The total value of the equipment leased totaled 
approximately $150,000.
                          
       The Company is presently seeking financial assistance.  If no or 
minimal capital is raised, the Company will continue operations at its 
current levels.  Without added capital, the Company will have difficulty in 
expanding its operations.  The Company anticipates greater profits in the
near future through increased sales and decreased production costs.

       The effects of inflation have not had a material impact on the 
Company's operation, nor is it expected to in the immediate future. 

       Although the Company is unaware of any major seasonal aspect that 
would have a material effect on the financial condition or results of 
operation, the first quarter of each fiscal year is always a financial concern.
It is not uncommon for companies to shut down their operation or operate 
on a skeletal crew during the Christmas/New Year holiday.  Therefore in 
effect, the first quarter really has only two months for generating revenue.


       ITEM 7.  FINANCIAL STATEMENTS 

       See "Index to Financial Statements and Financial Statement Schedules"


       ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON  ACCOUNTING AND FINANCIAL DISCLOSURE 

       Effective October 9, 1996, L. K. Denton and Co., P.C. resigned as the 
Registrant's independent accountants.  Effective October 9, 1996, the 
Registrant hired Larry O'Donnell, CPA, P.C., 2851 South Parker Road, 
Suite 1040, Aurora, Colorado 80014, (303-745-4545), as their new 
accounting  firm.

       There were no adverse opinions, disclaimer of opinions, or 
modification of opinion as to uncertainty, audit scopes or accounting 
principles issued by such accountant for either of the two most recent years.

       The change of accountants was approved by the Registrant's board of 
directors.

       During the two most recent fiscal years there were no disagreements 
with the former accountant on any matter of accounting principles or 
practices, financial statement disclosure, or auditing scope or procedure.
      
       During the two most recent fiscal years the auditors had not advised the 
Registrant that the internal controls necessary to develop reliable financial 
statements did not exist.  Nor have the auditors advised the Registrant that 
information had come to their attention that led them to no longer be able to 
rely on management's representations, or that had made them unwilling to 
be associated with the financial statements.

       No information came to the auditor's attention that they would have 
concluded materially impacts the fairness or reliability of any previous 
financial statement.

       The Registrant did not consult with the new auditor for any reason 
during the last two fiscal years.

                                   PART III 

       ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS 
AND CONTROL PERSONS; 
       Compliance with Section 1 of the Exchange Act 

    a)  Identification of Directors and Executive Officers.  The name, 
position with Company and age of each director and the period 
during which each current director has served are as follows:

    Directors and Executive Officers

    The following table sets forth certain information regarding the officers 
and directors of the Company as of  January 20, 1997.

                            
           Name               Age                Position

       Roger D. Hurst         46               President
                                                  Chief Executive Officer
                                                  Chief Financial Officer
                                                  Chief Accounting Officer
                                                  Director

       James R. Musick        50               Secretary/Treasurer
                                                  Chief Operating Officer
                                                  Director

       Erik D. Van Horn       30               Director

                                  

       Each member of the Board of Directors has been elected to serve until 
the next annual meeting of shareholders and until his successor has been 
duly elected and qualified, or until his resignation or removal.  Officers are 
appointed to serve at the discretion of the Board of Directors.  There is no 
family relationship between any member of the Board of Directors. 

       The executive officers of Company are elected annually at the first 
meeting of the Company's Board of Directors held after each annual 
meeting of shareholders.  Each executive officer of the Company will hold 
office until his or her successor is duly elected and qualified or until his or 
her death or resignation or until he or she shall be removed in the manner 
provided by the Company's Bylaws.  There was no arrangement or 
understanding between any executive officer and any other person pursuant 
to which any executive officer was selected as such.

       Roger D. Hurst has been President and Director of the Company since 
February 15, 198.  On June 26, 1989 he assumed the Chief Executive 
Officer, Chief Financial Officer and the Chief Accounting Officer 
responsibilities for the Company.  Mr. Hurst received a Bachelors Degree in 
Education from Nebraska Wesleyan University in 1972.  Mr. Hurst devotes 
100% of his time to the affairs of the Company. 

       James R. Musick, Ph.D. was appointed as Secretary, Chief Operating 
Officer and Director of the Company on September 1, 1989.  From 
December, 1987 to the present Dr. Musick has been President of Health 
Sciences Consultants, a medical consulting firm located in Denver, 
Colorado.  Dr. Musick is a member of the Society of the Sigma Xi and he is 
referenced in American Men and Women in Science and Who's Who in the 
West.  Dr. Musick has written and had numerous scientific papers 
published.  Dr. Musick received a Bachelor of Arts in Biological Sciences 
degree in 1968 and a doctorate in Biological Sciences in 1975 from 
Northwestern University, Evanston, Illinois.  Dr. Musick devotes his full 
time to managing all technical areas of the Company. Erik D. Van Horn has 
been a Director of the Company since March 1993 and presently serves as 
Production Manager.  He received his Bachelor of Science in Chemical 
Engineering from the University of Colorado in 1990 and had developed a 
significant expertise in protein separation and engineering of production 
processes and in the cell culture of various plant and animal cell lines.  

Remuneration and Employment Agreements 

       The Company's two executive officers were paid a total of $81,600 during 
fiscal year ending October 31, 1996 and  $96,000 during the fiscal year 1995.
Such payments are pursuant to resolution of the Board of Directors.  The 
Company has not entered into employment contracts with either Mr. Hurst or
Dr. Musick as of the date of this document. 

       Effective May 15, 1992, the Company entered into agreements not to 
compete with Messrs. Hurst and Musick, respectively, pursuant to which 
each has agreed that during his employment with the Company and for a 
period of two years thereafter, that he will not directly or indirectly, (i) 
consult with or assist any competitor in competing with the Company in 
any of the Company's then businesses; (ii) own an interest greater than 5% 
in any competitor, (iii) take any action intended to divert business from the 
Company to any competitor, or (iv) serve as an officer, director or 
employee of any competitor.  Further, under the terms of such agreements 
not to compete, the Company has use its best efforts to enter into an 
employment agreement with Messrs agreed to agreements have yet to be 
negotiated. 

       On May 15, 1992, stock options were approved for issuance by the 
Board of Directors in favor of Mr. Roger Hurst and Dr. James Musick and 
Mr. Erik Van Horn.  Messrs.  Hurst and Musick were each granted the right 
to purchase 400,000 shares of the Company's Common Stock and Mr. Van 
Horn 200,000 shares of the Company's Common Stock at an exercise price 
equal to the market value at May 15, 1992.

       No officer of the Company is entitled to receive any additional 
compensation for his services to the Company, including his services as a 
director.  The Company may compensate non - employee Directors in the 
future. 

       Cash or Deferred Arrangement Simplified Employee Pension
       (CODA-SEP) 

   Effective March 9, 1994, the Company adopted a Paine Webber 
(currently Prudential) CODA - SEP Plan.  The CODA-SEP is the 401(k) 
alternative for smaller businesses.  Employee contributions are made to 
each employee's IRA.  Employees can elect to contribute pre-tax dollars 
amounting to 15% of their annual salary up to $9,000 (this amount is 
indexed annually for inflation).  The Company may also contribute to the 
plan on behalf of each employee.  Combined Company and employee 
contributions cannot exceed 15% of salary up to $30,000 per employee.  No 
contributions by the Company have been made to this plan.

       Stock Option Plan 

       Effective December 2, 1992, the Company adopted the Vitro 
Diagnostics, Inc. 1992 Stock Option Plan (the "Plan") for the benefit of 
officers, directors and other personnel providing substantial assistance to 
the Company.  An aggregate of 3,000,000 Common Shares has been 
reserved for issuance under the Plan.  To date, options to purchase an 
aggregate of 100,000 shares have been issued and exercised under the Plan. 

       The Plan is administered by a Compensation Committee as designated 
by the Board of Directors of the Company.  The Compensation Committee 
presently consists of Mr. Hurst and Dr. Musick.  The Plan provides for the 
issuance of stock options for the benefit of employees, non-employee 
directors, consultants of the Company and others who render significant 
service.  In determining the services rendered by consultants and other non-
employee and non-directors of the Company, the plan provides that the 
Compensation Committee shall consider the value of services rendered by 
such individuals, the value of comparable services in the community and 
the value of the benefits received by the Company.

       According to the 1992 Stock Option Plan, the determination of those 
eligible to receive Stock Options, and the amount, price, type and timing of 
each Stock Option and the terms and conditions of the respective Stock 
Option agreements shall rest in the sole discretion of the committee, subject 
to the provisions of the Plan.  Also, all Stock Options granted under the 
plan must be granted within ten years from the date the plan was adopted 
and no option granted will be exercisable after the expiration of the plan.  
The Committee can provide than an option be exercisable during the ten 
year period or during a shorter time period.  The Board may also suspend or 
terminate the plan as a whole or in part or amend it at any time in such 
respects as the Board may deem appropriate and in the best interest of the 
Company.


 ITEM 10.  EXECUTIVE COMPENSATION 

  (a) Cash Compensation. 

  The  following table  shows  all cash  compensation paid  by Company 
during the fiscal year ended October 31, 1996, to each of the five most 
highly compensated executive  officers whose total cash compensation 
exceeded $60,000 (there were no such persons).

<TABLE>
<S>                         <C>     <C>        <C>       <C>             <C>
                                                         Other           Restricted
 Name and Principal                                      Annual          Stock
 Position	                  Year     Salary    Bonus     Compensation    Awards
 
 Roger Hurst                1996    $40,800       $0               $0           $0
   CEO, CFO                 1995    $48,000       $0               $0           $0
   President                1994    $48,000       $0               $0           $0

 Jim Musick, Ph.D.          1996    $40,800       $0               $0           $0
   Secretary, COO           1995    $48,000       $0               $0           $0
                            1994    $48,000       $0               $0           $0
</TABLE>
  In May, 1992, the Board of Directors of the Company granted 
options to Mr. Hurst and Dr. Musick to acquire 400,000 Common 
Shares at an exercise price of $.19 per share.  In May, 1996, the Board of 
Directors of the Company granted options to Dr. Musick to acquire 200,000 
Common Shares at an exercise price of $.16 per share.

  The Company pays health insurance premiums  for its full time   
employees,  of which Mr.  Hurst and Dr. Musick  are included.   There is  no 
deferred compensation payable any executive officer. 

  As set forth in the following table, no options were exercised by any 
executive officer of the Company during the fiscal year ended October 31, 
1996 or 1995.  The value of unexercised options held by these persons is as 
follows:

<TABLE>
<S>                  <C>          <C>       <C>          <C>            <C>          <C>
                                            Number of                   Value of     
                                            Unexercised  Options        Unexercised Options
                    Shares       Values     at October 31, 1996         at October 31, 1996
  NAME              Acquired     Realized   Exercisable  Unexercisable  Exercisable  
Unexercisable

  Roger Hurst            0            0       400,000              0      $76,000       0
  Jim Musick             0            0       600,000              0     $108,000       0
  Erik VanHorn           0            0       300,000              0      $54,000       0
</TABLE>

  Employment Agreements

  Effective May 15, 1992, the Company entered into agreements not to 
compete with Messrs.  Hurst and Musick, respectively, pursuant to which 
each has agreed during his employment with the Company and for a period 
of two years thereafter, that he will not directly or indirectly; (i) consult 
with or assist any  competitor in competing with the Company in any of  the 
Company's  then businesses;  (ii) own an  interest greater  than 5% in any 
competitor; (iii) take any  action intended to divert business from  the 
Company to any competitor;  or (iv)  serve as  an  officer, director  or 
employee  of any competitor  Further, under the terms  of such agreements 
not to compete, the  Company has agreed to use its best efforts to enter in 
an employment agreement with Messrs.  Hurst and Musick, which 
agreements have yet to be negotiated.

  No officer of the Company is entitled to receive any additional 
compensation for his services to the Company, including his services as a 
director.  The Company may compensate non-employee Directors in the 
future.


       ITEM  11.  SECURITY  OWNERSHIP OF  CERTAIN BENEFICIAL  
OWNERS AND  MANAGEMENT 

   (a) (b) Security Ownership of Certain Beneficial Owners. 
        
        The following table sets forth information with respect to the 
ownership of the Company's Common Stock, $.001 par value, of all 
Officers and Directors, individually, all Officers and Directors as a group, 
and all beneficial owners of more than five percent (5%) of the Company's 
Common Stock.  The following shareholders have sole voting and 
investment power with respect to shares, unless it is indicated otherwise.  
Based upon 6,286,816 outstanding shares as of October 31, 1996.

      Name and Address of Beneficial  
                   Owner                Number of shares            %


       Roger D. Hurst (1) (2)                 611,729              9.7
       8100 Southpark Way
       Bldg. B, Suite 1
       Littleton, CO 80120 

       James R. Musick (1) (2)                600,000              9.5
       8100 Southpark Way
       Bldg. B, Suite 1
       Littleton, CO  80120

       Lloyd Fields                         3,525,000             56.1
       425 Castle Place
       Beverly Hills, CA 90210

       Officers and Directors               1,211,729             19.3
       as a Group (2 persons)

   (1) Officer and Director 

         Does not include 600,000 shares of common stock issuable upon 
         exercise of an option by  Messrs Hurst and Musick.  Exercise 
         price for 400,000 shares is $.19 which was the market price on
         May 19, 1992, the date of grant.  Exercise price for 200,000
         shares is $.16, which was the market price on May 7, 1996, the
         date of grant.

(c)  Change in Control.  Company knows of no arrangement which may 
         at a subsequent date result in a change in control of the Company.  
          However, on May 15, 1992, the Company entered into an  
          Agreement with Mr. Lloyd Fields, a principal shareholder, regarding 
          proxy solicitation to amend the Company's Articles of Incorporation. 

       In connection with Mr. Fields' forgiveness of rent owed the Company 
on its leased offices in exchange for the issuance of Common Shares, and 
his further investment if $150,000 in the Company for additional Common 
Shares, Mr. Fields and the Company agreed that management would cause 
the Company to solicit proxies from shareholders on or before December 
31, 1992, to amend the Company's Articles of Incorporation.  As of October 
31, 1994, this proxy solicitation has not been finalized.

       The Agreement provides, and Messrs.  Hurst and Musick have agreed, 
that management will vote its shares with Mr. Fields to amend the 
Company's Articles of Incorporation to require the consent of  the holders 
of at least 70% of the outstanding shares of common stock to the issuance 
of Securities (as defined below) of Vitro except with respect to the 
following transactions:

    i) The issuance of Securities involving less than 0.1% of the outstanding 
common shares of Vitro outstanding at the close of the previous 
fiscal year in any single transaction or involving less than twice such 
number in the aggregate in any fiscal year;

  ii) Issuance of Securities to creditors in exchange for debt or rent 
forgiveness at a rate approved by the Board of Directors; 

 iii) Issuance of Securities of Vitro in exchange for a reduction of 
obligations owed to trade creditors at a rate approved by; 

  iv) Issuance of Securities pursuant to a public offering of securities; 

   v) Issuance of Securities pursuant to a private placement for which a 
registered broker - dealer is engaged to act as placement agent; 

  vi) Issuance of Securities in exchange for the securities or assets of any 
unaffiliated entity;

 vii)  Issuance of Securities when the delay in securing stockholder 
approval would seriously jeopardize the financial viability or prospects of 
Vitro; and 

viii) A qualified employee stock option plan in which officers and directors 
of the Company are not eligible to participate. 

       Further, the Agreement provides that the Company will not issue any 
securities in contravention to the above exceptions prior to undertaking a 
proxy solicitation for the above described purposes.

       Upon consultation with counsel to the Company, management has been 
advised that the subject proxy solicitation agreement may not be 
enforceable under Colorado law.  Accordingly, no action has been

Taken by the Company to solicit proxies for such purposes.  
Management intends to refrain from any actions with respect to the 
Agreement until a determination can be made under Colorado statutory and 
case law as to various legal issues.

       ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS 

            (a) Transactions With Management and Others. 
                                                
      In March, 1991, January, 1992, May, 1992, August, 1993, May, 1994, 
April, 1995, and May, 1996 the Company issued 266,500, 107,500, 113,500,
119,143, 49,096, 132,000 and 250,000 Common Shares, respectively, to Mr.
Lloyd Fields, a principal shareholder of the Company to pay rent and project 
operating costs of the Company for its office space during the period October 1,
1990 through December 31, 1996. Such Common  Shares have been valued in
the aggregate at $297,053.  In April, 1992, October, 1992, March, 1993, August,
1993 and May, 1994, Mr. Fields purchased 1,000,000, 667,000, 33,000, 50,857,
and 300,000 Common Shares of  the Company for aggregate consideration 
$351,297 (See "Principal and Selling Shareholders" and Business - Facilities.") 

       The Company maintained a lessor/lessee relationship with Mr. Lloyd 
Fields under a lease agreement which terminated December, 1996.  
Management believes that the terms of this arrangement were fair, 
reasonable and no less favorable than could be obtained from unaffiliated 
third parties.  (See "Business - Facilities.") 

       In May, 1992, the Board of Directors of the Company, including 
Messrs. Hurst and Musick, granted options to Mr. Hurst and Dr. Musick to 
acquire 400,000 Common Shares of the Company each at an exercise price 
of $.19 per share.  The Board of Directors also approved the issuance of an 
option to Mr. Erik Van Horn, a key employee and director of the Company, 
entitling him to purchase 200,000 Common Shares at an exercise price of 
$.19 per share.  (See "Management.")

      On May 7, 1996, stock options were approved for issuance by the 
Board of Directors in favor of Dr. James Musick and Mr. Erik Van Horn. 
Dr. Musick was granted the right to purchase 200,000 shares of the Company's
Common Stock and Mr. Van Horn 100,000 shares of the Company's Common
Stock at an exercise price equal to the market value at May 7, 1996.
                                                                    
       On January 12, 1993, the Company issued 240,000 "restricted 
Common Shares to Home Corp., an unaffiliated third party, in exchange for 
the forgiveness of indebtedness aggregating $92,000.

       (b)  Certain Business Relationships.  There are no material business 
relationships between management or management's family and the 
Company. 
                                                  
   (c) Indebtedness of Management.  None.


                               PART IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  (a) The following documents are filed as a part of this report:

       1. Financial Statements:
            Balance sheets, October 31, 1996 (Audited)
            Statements of Operations for the years ended October 31, 1996 
                  (Audited), and 1995 (Audited)
            Statement of Stockholder's Equity for the years October 31, 1996
                  (Audited) and 1995 (Audited)
            Statements of Cash Flows for the years ended October 31, 1996 
                  (Audited) and 1995 (Audited)
            Notes to Financial Statements for the years ended October 31, 1996 
                  (Audited) and 1995 (Audited)

   (b) Reports on Form 8 - KA.

     On October 22, 1996 an 8 - KA was filed to report changes in Registrants 
Certifying Accountants.

                           U.S. SECURITIES AND EXCHANGE COMMISSION
                                        Washington, D.C. 20549

                                                         FORM 8-KA

[  X  ]        8-KA REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

Commission file Number 0-17378

                                            VITRO DIAGNOSTICS, INC.
                              (Name of Small business Issuer in its Charter)

                               Colorado                 84-1012042
             (State or Other Jurisdiction of          (IRS Employer #)
               Incorporation or Organization) 

                          8100 Southpark Way, B-1
                          Littleton, CO 80120
             (Address of Principal Executive Offices)

Issuers telephone Number, Including Area Code:
    (303) 794-2000

Item 4.  Changes in Registrants Certifying Accountants

Effective October 9, 1996, L.K. Denton and Co., P.C. resigned as the
Registrants independent accountants.  Effective October 9, 1996, the
Registrant hired Larry O'Donnell, CPA, P.C., 2851 South Parker Road,
Suite 1040, Aurora, Colorado 80014, (303-745-4545) as their new accounting firm.

There were no adverse opinions, disclaimer of opinions, or modification of
opinion as to uncertainty, audit scopes or accounting principles issued by
such accountant for either of the two most recent years. 

The change of accountants was approved by the Registrants board of directors.

During the two most recent fiscal years there were no disagreements with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

During the two most recent fiscal years the auditors had not advised the
Registrant that the internal controls necessary to develop reliable financial
statements did not exist.  Nor have the auditors advised the Registrant that
information had come to their attention that led them to no longer be able to
rely on managements representations, or that had made them unwilling to be
associated with the financial statements. 

No information came to the auditors attention that they would have concluded 
materially impacts the fairness or reliability of any previous financial 
statement.

The Registrant did not consult with the new auditor for any reason during the
last two fiscal years.

                                                                SIGNATURES

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

                                                       VITRO DIAGNOSTICS, INC.

Dated:  October 22, 1996                                  (Signature)
                                                      By:  
________________________________
                                                               Roger Hurst
                                                               President and
                                                               Chief 
Financial Officer



                                                                 Exhibit 16

Letterhead from 

L.K. Denton & Co.,  P.C.
Certified Public Accountants
7430 East Caley Avenue
Suite 330
Englewood
Colorado
80111

(303) 694-3556

October 22, 1996

Securities and Exchange Commission
450 - 5th  Street, N.W.
Washington, D.C. 20549

Dear Sirs:

We have been furnished with a copy of the response to Item 4 of Form 8-KA for
the event that occurred on October 9, 1996, to be filed by our former client,
Vitro Diagnostics, Inc.  We agree with the statements made in response to
that item insofar as they relate to our firm.

Very truly yours,

   (Signature)

L Karl Denton



                               FIANANCIAL STATEMENTS


                                         Larry O'Donnell, CPA, P.C.

     2851 South Parker Road                                 Telephone 745-4545
     Suite 1040
     Aurora, CO  80014

     Board of Directors
     Vitro Diagnostics, Inc.
     Littleton, Colorado

                          Independent Auditor's Report

     I have audited the accompanying balance sheet of Vitro Diagnostics, 
Inc. as of October 31, 1996 and the related statements of operations, 
stockholder's equity and cash flows for the years ended October 31, 1996 
and 1995.  These financial statements are the responsibility of the Company's. 
My responsibility is to express an opinion on these financial statements based 
on my audit

     I conducted my audit in accordance with generally accepted auditing 
standards.  Those standards require that I plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing their accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  I believe my audit provides a 
reasonable basis for my opinion.

     In my opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Vitro Diagnostics, 
Inc. as of October 31, 1996 and the results of its operations and its cash 
flows for the years ended  October 31, 1996 and 1995 in conformity with
generally accepted accounting principles.


/s/Larry O'Donnell

December 20, 1996


       VITRO DIAGNOSTICS, INC 
       Balance Sheet October 31, 1996 (Audited) 

       Assets 

  Current Assets:

       Cash                                        $22,346
       Accounts Receivable-Trade,                  106,210
       Inventories                                 183,326
       Prepaid Expenses                             78,545
  Total Current Assets                             390,427


  Property, Plant and Equipment :

       Office Furniture and Equipment               17,688
       Laboratory and EDP Equipment                165,757
       Leasehold Improvements                       11,885
       Sub Total                                   195,330

       Less Accumulated Depreciation               162,714
       Total Property, Plant and Equipment          32,616


  Other Assets:
       Inventory  Non -Current                      51,471
       Deposits                                      7,598
Total Other Assets                                  59,069

  Total Assets                                    $482,112


       VITRO DIAGNOSTICS, INC 
       Balance Sheet October 31, 1996 (Audited) 

       Liabilities and Stockholders' Equity 

  Current Liabilities:

       Accounts Payable - Trade                   $107,469
       Accounts Payable - Officer                    8,227
       Payroll Taxes Payable                         9,877
       Accrued Expenses                              2,447
       Short-Term Notes Payable                    106,345
       Notes Payable - Bank                         14,130
       Total Current Liabilities                   254,509

  Stockholders' Equity

       Common Stock; 500,000,000 Shares of
        $.001 Par Value Authorized;
        6,036,816 Issued and Outstanding           280,868
        Paid-in Capital in Excess
         of Par Value                            3,204,961
       Accumulated Deficit                      (3,258,226)

       Total Stockholders' Equity                  227,603

       Total Liabilities and
        Stockholders' Equity                      $482,112

    The accompanying notes are an integral part of these financial statements


       VITRO DIAGNOSTICS, INC 
       Statement of Operations October 31, 1996 and 1995 (Audited)
 
                                                 1996               1995
  Revenue

       Product Sales                            790,335            376,746
       Gross Revenue                            790,335            376,746


  Cost of Sales

       Product                                  269,972            199,257
       Total Cost of Sales                      269,972            199,257

       Gross Profit                             520,363            177,489


  Operating Expenses

       Selling, General and Adm                 283,442            499,376
       Research and Development                  65,077            113,373
       Depreciation and Amortization             17,118             20,572
       Total Operating Expenses                 365,637            633,321

       Income (Loss) From Operations           154,726            (455,832)

  Other Income (Expense)

       Interest Income                                                 $414
       Interest Expense                           (26,900)           (8,447)
       Gain on Sale of Assets                                        26,000
       Miscellaneous Income                           900
      
       Total Other Income (Expenses)               26,000            17,967

       Net Income (Loss) For the Year           ($128,726)        ($437,865)

       Net Income (Loss) Per
        Share of Common Stock                       $0.02            ($0.07)

        Weighted Average Number 
        of Shares Outstanding 
        During the Year                         6,161,816         5,851,528



       VITRO DIAGNOSTICS, INC 
       Statement of Stockholders' Equity 
       For the Years Ended October 31, 1996 and 1995 (Audited) 

<TABLE>
<S>                 <C>                  <C>          <C>         <C>          <C>
                        Common Stock         Capital in  
                    Number                   Excess      Accumulated
                    of Shares   Par Value    of Par      Deficit      Total


Balance 10/31/94    5,666,240   280,248     3,023,037   (2,949,087)  354,198

   01/95 for Cash       5,176         5         2,539                  2,544
  
  4/95 for Consulting
    Services          108,000       108        51,892                 52,000
   
  4/95 for Cash           400                     200                    200
   
  5/95 for Cash
    and Rent          132,000       132        52,668                 52,800
  
  10/95 for Cash      125,000       125        24,875                 25,000
  
  Net Loss for Year Ended
    10/31/ 95                                             (437,865) (437,865)

Balance 10/31/95   $6,036,816  $280,618    $3,155,211  $(3,386,952)   48,877

5/96 for Cash
  and rent            250,000       250        49,750                 50,000

Net income for the year ended 10/31/96                     128,726   128,726

Balance 10/31/96   $6,286,816  $280,868     $3,204,961 $(3,258,226) $227,603

</TABLE>

   The accompanying notes are an integral part of these financial statements.


         


       VITRO DIAGNOSTICS, INC 
       Statement of Cash Flows For the Years Ended October 31, 1996
       (Audited) and 1995 (Audited)  


                                           1996                    1995
Cash Flows from 
   Operating Activities:
  Net Income (Loss)                      $128,726               $(437,865)
  Adjustments to Reconcile
   Net Income (Loss) to
   Net Cash Provided by
   Operating Activities:
     Depreciation and
      Amortization                         17,118                  20,572
      Write Down of
        Patents                                                       728
  Expenses Incurred for Stock              49,389                 102,424
  Changes in Assets and Liabilities:
     (Increase) Decrease in
      Accounts Receivable                 (46,43)                  47,922 
      Increase (Decrease) in
      Accounts Payable                     1,656                   75,512 
     (Increase) Decrease in
      Inventories                       (114,100)                   5,511 
     (Increase) Decrease in
      Prepaid Expenses                   (18,400)                     592
     Increase (Decrease) in
      Accrued Expenses                     5,737                      277
     Increase (Decrease) in
      Payroll Taxes Payable                1,434                    1,868 
     (Increase) Decrease in
      Deposits                               292                   (3,611)
    Net Cash Provided (Used) by        __________                ___________
  Operating Activities                    25,418                 (186,070)


                                           1996                     1995
 Cash Flows from 
    Investing Activities:
  Capital Expenditures                   (2,443)                 (10,292)
  Receivable/Payable Officer               (150)                  13,167
                                          ______                   ______
    Net Cash Provided (Used)
     by Investing Activities              2,573                    2,875)
                                          ______                   ______


Cash Flows from 
   Financing Activities:
      Increase (Decrease) in
        Notes Payable, Bank              (15,870)                   30,000
      Increase (Decrease) in Short
        Term Notes Payable                 5,702                    76,905 
      Deferred Offering Costs                                       38,798 
    Proceeds from Issue of 
      Common Stock                           611                    30,120
                                          ______                    ______
    Net Cash Provided (Used) by
      Financing Activities                (9,557)                  175,823
                                         _______                    ______
    Net Increase (Decrease) in Cash       13,268                    (7,372)

    Cash at Beginning of Year              9,078                    16,450
                                          ______                    ______

    Cash at End of Year                  $22,346                    $9,078
                                       ===========               ===========

       Supplemental disclosures of cash flow information 
    
                                            1996                     1995
         Cash paid during the year for: 
            Interest                      $ 26,900                 $ 8,170


            Income taxes                  $     -                  $     -


       Supplemental disclosure of noncash financing activities 

            Common stock issued for 
              rent and services           $ 49,389                 $102,556

   The accompanying notes are an integral part of these financial statements.


                           Vitro Diagnostics, Inc. 
                      Notes to the Financial Statements 
                          October 31, 1995 (Audited) 


       Note #1: Accounting Policies
    
       The Company is engaged in the development, manufacturing and 
marketing of purified antigens.  These products are sold domestically and 
internationally: the first product was introduced November, 1990. 

       The Company had two major customers in 1996.  One accounted for 
27% of sales and another accounted for 12% of sales. 

       Accounts Receivable - The Company considers accounts receivable to 
be fully collectible; accordingly, no allowance for doubtful accounts was 
established.  If accounts become uncollectible, they will be charged to 
operations when that determination is made. 

       Depreciation and Amortization - Equipment is stated at lower of cost or 
estimated market value and is being depreciated on the straight-line basis 
over estimated useful lives of 3 to 10 years.  Intangible assets are amortized  
on the straight line method per the following: patents, and trademarks 204 
months.  At October 31, 1995, management determined that patents and 
trademarks had no future value and they were written off. 

       Inventories - They are valued at the lower of cost or market using the 
first-in first-out method.
          
       Inventories consist of: 

                                            10-31-96
                                           ------------
     Finished Goods                          $58,333
     Goods in Process                        171,243
     Raw Materials                             5,221
                                             ----------
                                            $234,797
                                             ==========
  
Goods in process inventory which is not expected to be completed and
 sold in the next fiscal year is classified as non current.

       During the years ended October 31, 1995 and October 31, 1994 the 
Company incurred costs in connection with a proposed stock offering.  
Form SB-2 for 6,550,528 shares at $.50 per share was declared effective on 
October 7, 1994 by the SEC.  The offering proved to be unsuccessful 
during the year ended October 31, 1995, and the costs were charged to 
offering expenses.

       Cash includes demand deposits at banks. 

       During the past two years the Company has not had employees who 
were compensated for absences.

        Use of estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.


       NOTE #2: Common Stock and Stock Transactions 

       The net earnings (loss) per share is based upon the weighted average
number of shares outstanding during the year.  Common stock warrants are not 
included in the calculation of earnings (loss) per share

       On May 15, 1992, the Board of Directors of the Company issued stock 
options, which are to be exercised at the market value on May 15, 1992, to 
Roger Hurst, Jim Musick and Erik VanHorn.  The options are for a period 
of 10 years.  Mr. Hurst and Dr. Musick were each granted the right to 
acquire 400,000 "restricted" common shares of the Company.  Mr. 
VanHorn was granted the right to acquire 200,000 "restricted" common 
shares of the Company.  No options have been exercised.

       On May 7, 1996, stock options were approved for issuance by the 
Board of Directors in favor of Dr. James Musick and Mr. Erik Van Horn. 
Dr. Musick was granted the right to purchase 200,000 shares of the Company's
Common Stock and Mr. Van Horn 100,000 shares of the Company's Common
Stock at an exercise price equal to the market value at May 7, 1996.



       Note #3: LEASE OBLIGATION 

       The Company has extended its lease at 8100 Southpark Way until 
December 31, 1996.  Monthly lease payments will continue to be $4,116.  
At the present time extended lease terms have not been negotiated.  Rent 
expense recorded under the lease is $49,561 and $50,424 for the years ended 
October 31, 1996 and 1995 respectively.

       The Company leases its office/warehouse space from a major 
shareholder of the Company.  The lease payments were made by issuing 
stock for the rents due. 


       NOTE #4: Schedule of Short Term Notes Payable 

        The Company has notes payable to individuals which are unsecured
 and due on demand as follows:

                             Issue           Interest
                             Date            Rate                   Balance
                            ----------       ------------           -----------
 Unrelated Party
                              1/10/90            20.00%               $11,971
                              6/12/90           14.453%                20,265
                              6/30/95            15.00%                24,096
  Related Party:
  Corporate COO               6/29/95            15.00%                12,657
  Corporate COO                8/4/95            25.00%                 5,450
  Corporate CEO              10/31/95            21.00                 31,906

                                       Total                         $106,345
          
           Interest expense to related parties was $10,928 and  $5,320 for 
the years ended October 31, 1996 and 1995, respectively.

           The Company has a note payable to a bank which allows for a maximum
borrowing of $30,000 at 2% plus the banks prime rate (resulting in a rate of
10.25% at October 31, 1996).  The note is secured by accounts receivable
and is due February 1, 1997.

NOTE #5: Income Taxes

Income Taxes  - Deferred income taxes arise from the temporary 
differences between financial   statement and income tax recognition of net 
operating losses.  A deferred tax asset arising from the net operating loss 
carryover of approximately $550,000 has been offset by a valuation 
allowance.

During the year ended October 31, 1996, the Company utilized a portion
of its net operating loss carryover recognizing a benefit of  approximately
$50,000 which reduced the entire amount of its income tax expense.
  
  At October 31, 1996, the Company has unused Federal net
  operating loss carry forwards which expire as follows:

       Carry Over     Expires      Original    Amount     Loss
       From F/Y       In F/Y       Loss        Utilized   Carryover
       -----------    ----------   ----------  ---------- ------------
          1988           2003       $333,034    $140,504     $192,530
          1989           2004        783,474                  783,474
          1990           2005        480,296                  480,296
          1991           2006         21,321                   21,321
          1995           2010        386,846                  386,846
                                                              -------
                                                           $1,864,467



                                  SIGNATURES 
                                             
            Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Company has duly caused this Report to be 
signed on its behalf by the undersigned, thereunto duly authorized, on 
January 20, 1997. 

                                     Vitro Diagnostics, Inc. 
                                          (Company) 


                                          By: /s/ Roger Hurst         
                                              Roger Hurst, President, 
                                              Chief Executive Officer 
                                              Chief Financial Officer
                                              Chief Accounting Officer
        
            Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on behalf 
of the Company in the capacities indicated on January 20, 1997. 

       Principal Executive, Financial and Accounting Officer  
       and Director: /s/ Roger Hurst                         
                                  Roger Hurst 

       Directors:

       /s/ Roger Hurst 
            Roger Hurst

       /s/ James Musick 
            James Musick

       /s/ Erik VanHorn 
           Erik VanHorn