CONFORMED COPY

                                    FORM 10-QSB

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

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

For the quarter ended January 31, 1999

                                         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-QSB or any amendment to this form 10-QSB.

Yes  X       No
    ---         ---

 The number of shares outstanding of each of the issuer's classes of 
common equity as of February 26, 1999, was 6,413,702.

<PAGE>

PART I - FINANCIAL INFORMATION 


                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                     (Unaudited)    (Audited)
                                                      January 31   October 31
                                                         1999          1998
                                                    ------------   ----------
    Current Assets
     Cash Equivalents                               $     5,750    $        -
     Accounts Receivable                                146,984       128,366
     Inventories                                        402,407       417,343
     Prepaid Expense                                     64,544        63,543
     Deposits                                             5,000        15,000
                                                    ------------   ----------
       Total Current Assets                             624,685       624,252
                                                    ------------   ----------

    Property,  Plant  and  Equipment
     Leasehold Improvements                              19,473        12,636
     Office Equipment & Furniture                        14,793        14,793
     Lab & EDP Hardware & SW                            138,477       138,477
                                                    ------------   ----------
         Total Cost                                     172,743       165,906
     Less Depreciation                                 (141,989)     (139,020)
                                                    ------------   ----------
         Net Property & Equipment                        30,754        26,886
                                                    ------------   ----------

    Other  Assets
     Deposits                                             7,335         7,336
     Patents                                             54,725        54,725
     Inventory - Non Current                             51,471        51,471
                                                    ------------   ----------
    Total Other Assets                                  113,531       113,532
                                                    ------------   ----------
    Total Assets                                    $   768,970    $  764,670
                                                    ============   ==========

     2

<PAGE>

                          Vitro Diagnostics, Inc. 
                               Balance Sheets


                     Liabilities & Stockholders Equity

                                                     (Unaudited)   (Audited)
                                                      January 31   October 31
                                                         1999         1998
                                                    ------------   ----------
    Current Liabilities
     Accounts Payable                             $      39,791  $     85,039
     Bank Overdraft                                                     4,248
     Salaries & Wages Payable                                             950
     Payroll Taxes Payable                                  285         9,310
     Accrued Expenses                                     2,447         2,447
     Notes Payable - Short Term                         157,561       154,708
                                                    ------------   ----------
        Total Current Liabilities                       200,084       256,702
                                                    ------------   ----------

    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,413,702 shares outstanding
        at 01/31/99 and 6,413,702
        outstanding at 10/31/98                         281,001       281,001
     Paid in Capital in Excess of Par                 3,255,328     3,255,328
     Accumulated Deficit                             (2,967,443)   (3,028,361)
                                                    ------------   ----------
        Total Shareholders' Equity                      568,886       507,968
                                                    ------------   ----------
    Total Liabilities and
      Shareholders' Equity                          $   768,970    $  764,670
                                                    ============   ==========

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

     3

<PAGE>

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 

                                               Three Months Ended
                                                    January 31,
                                              1999                 1998
                                           ------------      -------------
    Revenue
     Product Sales                        $     322,091     $      96,100
                                           ------------      ------------
        Gross Revenue                           322,091            96,100

    Cost of Sales
        Product                                 123,254            66,992
                                           ------------      ------------
        Total Cost of Sales                     123,254            66,992
                                           ------------      ------------
        Gross Profit                            198,837            29,108
                                           ------------      ------------

    Operating Expenses
    Selling, General & Admin                     76,124           123,463
     Research and Development                    56,853            18,289
                                           ------------      ------------
        Total Expenses                          132,977           141,752
                                           ------------      ------------
        Gain (Loss) from Operations              65,860          (112,645)
                                           ------------      ------------

    Other Income (Expense)
     Other Income                                 1,275                 
     Interest Expense                            (6,216)          (9,546)
                                           ------------      -----------
        Total Other Income & Expense             (4,941)          (9,546)
                                           ------------      -----------

        Net Gain (Loss)                   $      60,919     $   (122,190)
                                           ============      ===========
       Gain (Loss) Per Share of Common Stock
           (6,413,702 Shares outstanding
           at 01/31/99 and 6,413,702
           outstanding at 01/31/98)       $        0.01     $      (0.02)
                                           ============      ===========

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

     4

<PAGE>

                          Vitro Diagnostics, Inc.

                         Statements of Cash Flows
      Three Months Ending 01/31/99 and 98    Twelve Months Ending 10/31/98
<TABLE>
<S>                                             <C>          <C>          <C>
                                                (Unaudited)  (Unaudited)  (Audited)
                                                January 31,  January 31,  October 31,
                                                1999         1998         1998
                                                -----------  -----------  ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                           $    60,919  $ (122,190) $    374,487 
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                     2,969       3,611        14,897
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                         (18,618)     73,546       (22,689)
        Inventories                                  14,936     (70,306)     (179,651)
        Prepaid Expenses                             (1,001)     12,423         3,895
        Deposits                                     10,000           -       (15,934)
      (Decrease) increase in-
        Accounts Payable                            (45,248)    (67,351)      (84,728)
        Deferred Income                                         305,000             -
        Salaries & Wages Payable                       (950)       (250)            -
        Payroll Taxes Payable                        (9,025)     (4,791)      (26,338)
        Accrued Expenses                                  -           -           450 
                                                 ----------  ----------    ----------
     Net Cash Provided (Used) by 
        Operating Activities                         13,982     129,692        64,389 
                                                 ----------  ----------    ----------
    Cash Flows From Investing Activities
      Capital Expenditures                           (6,837)     (5,897)      (13,793)
      Patents                                                                 (54,725)
                                                 ----------  ----------    ----------
    Net Cash Used by Financing Activities            (6,837)     (5,897)      (68,518)
                                                 ----------  ----------    ----------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short Term 
        Notes Payable                                 2,853       1,078         7,635
                                                 ----------  ----------    ----------
      Net Cash from Investing Activities              2,853       1,078         7,635
                                                 ----------  ----------    ----------
      Net Increase (Decrease) in Cash                 9,998     124,873         3,506
      Cash (Bank Overdraft) beginning                (4,248)     (7,752)       (7,754)
                                               ------------  ----------    ----------
      Cash (Bank Overdraft) Ending            $       5,750  $  117,121    $   (4,248)
                                               ============  ==========   ===========

Supplemental disclosures of cash flow information

Cash paid during the year for:
   Interest                                   $       6,216  $    9,546    $    24,289
                                               ============  ==========   ============

</TABLE>

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

     5

<PAGE>

                           Vitro Diagnostics, Inc. 
                      Notes to the Financial Statements 
                         January  31, 1999 (Unaudited) 

Basis of Presentation

The information for the three months ended January 31, 1999 has not been 
examined by independent accounts, but includes all adjustments which the 
Company considers necessary for a fair presentation  of the information 
presented for the period.

Note #1  HISTORY OF THE COMPANY

Vitro Diagnostics, Inc. ("The Company")  was incorporated under the laws of 
the state of Nevada on March 31, 1986, under the name of Imperial 
Management, Inc.  The Company changed its name to Vitro Diagnostics, Inc. 
on February 6, 1987.

The Company  manufactures specialty diagnostic reagents, viz. purified 
human antigens.  The Company sells its purified human antigens primarily to 
manufacturers of immunodiagnostic test kits.


Note #2: 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. 

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: 
                                            01-31-99
                                          ------------
     Finished Goods                         $ 169,298
     Goods in Process                         165,432
     Raw Materials                             67,677
                                           ----------
                                            $ 402,407
                                           ==========
Goods in process inventory which is not expected to be completed and sold 
in the next fiscal year is classified as non current.

Cash includes demand deposits at banks.

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

     6

<PAGE>

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.


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 $600,000 has been offset by a valuation allowance.

 
  At October 31, 1999, 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
          1997           2012        144,445                   144,445
                                                             ---------
                                                            $2,008,912


       NOTE #3:  Common Stock and Stock Transactions 

The net 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 loss per share.



       NOTE #4: LEASE OBLIGATION 

The Company's lease at 8100 Southpark Way expires on December 31, 2001.  
Lease payments are  $5,295 per month.   

     7

<PAGE>

       NOTE #5: Schedule of Short Term Notes Payable 

                                 Issue             Interest
                                  Date               Rate           Balance
  Unrelated Party               --------           ---------        -------
  Demand Notes:                 01/10/90             20.000%        $18,704
                                06/12/90             14.453%         27,998
  Related Party                 06/30/95             15.00%          33,699
  Corporate COO                 06/29/95             15.00%          17,701
  Corporate COO                 08/04/95             25.00%           9,510
  Corporate COO                 07/01/97             25.00%          23,216
  Corporate CEO, 
    Demand Note                 10/31/95             21.00%          26,733
                                                                    -------
                                                    Total          $157,561


     NOTE #6: Patents and Trademark

     The Company presently does not hold any patents.  The Company has one 
patent application pending with the United States Patent and Trademark Office 
concerning a method for the purification of FSH.  This same application is 
pending in various foreign countries through a PCT filing.  The Company holds 
a trademark on its logo and phrase "Naturally Pure Antigens".  An additional 
application concerning immortalization of pituitary cells is now pending with 
the United States Patent and Trademark Office.

     NOTE #7: Y2K Issues

     The Company has a plan in place to assess the risk of "Y2K" problems in 
the operation of its business.  This includes an examination of all 
computer-controlled processing and analytical equipment, the power supply to 
the facility, telephone, banking services and water supply to the facility.  
The present operating plan calls for completion of the Y2K assessment by June, 
1999.  Should problem areas be noted, corrective action will be taken to 
minimize the disruption of the Company's operation.

     8

<PAGE>

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

       The Company's Operating Expenses for the first quarter 1999 were 
$132,977, the Cost of Sales was $123,254 and Other Income/Expense netted 
$4,941.  These expenses total $261,172 or $87,057 per month.  Gross 
Revenues for  the first quarter  were $322,091 or $107,364 per month.  This 
equates to a $20,307 gain per month.  On January 31, 1999 the Company had 
$5,750 in Cash and $146,984 in Accounts Receivable - Trade for a total of 
$152,734. 

       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 3 Month Periods January 1999 to January 1998 

       The Company's net revenue increased from 1998.  The net gain for the 
first quarter 1999 of $60,919 is an increase of $183,109 from 1998.  The 
revenue increase in 1999 was due to increased sales.  Working capital at 
January  31, 1999 amounted to $419,601  which was a $496,460 increase from the 
$(76,859)in working capital at January 31, 1998.  An increase in inventories 
and a decrease in deferred income caused the change in working capital.

       The Company's revenues from product sales (purified antigens) for 
the quarter ended January 31, 1999 were $322,091 or 335% more than the $96,100
in product sales for the quarter ended January 31, 1998.

       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.

     9

<PAGE>

                                  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 
February 26, 1999. 

                                     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 February 26, 1999.

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

<PAGE>