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, 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-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 January 7, 1997, was 6,286,816.

PART I - FINANCIAL INFORMATION 

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                     (Unaudited)    (Audited)
                                                      January 31    October 31
                                                         1996              1995
    Current Assets
     Cash Equivalents                           $       10,366 $       9,076
     Accounts Receivable                               100,484        59,776
     Inventories                                       145,044       126,697
     Prepaid Expense                                    65,424        60,146
                                                   ------------  ------------
         Total Current Assets                          321,318       249,695
                                                   ------------  ------------

    Property,  Plant  and  Equipment
     Leasehold Improvements                             11,885        11,885
     Office Equipment & Furniture                       17,688        17,688
     Lab & EDP Hardware & SW                           163,314       163,314
                                                   ------------  ------------
         Total Cost                                    192,887       192,887
     Less Depreciation                                (149,220)     (145,596)
                                                   ------------  ------------
         Net Property & Equipment                       43,667        47,291
                                                   ------------  ------------
    Other  Assets
     Deposits                                            7,890         7,890
     Intangible Assets                                     (20)            0
                                                   ------------  ------------
    Total Other Assets                                   7,870         7,890
                                                   ------------  ------------
    Total Assets                                       372,855 $      04,876
                                                       =======       =======



                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                                     (Unaudited)    (Audited)
                                                      January 31    October 31
                                                         1996           1995
    Current Liabilities
     Accounts Payable                           $      115,276  $     105,812
     Salaries & Wages Payable                            1,600              0
     Payroll Taxes Payable                               8,376          8,443
     Accrued Expenses                                    2,724          2,724
     Notes Payable - Short Term                        141,706        139,021
                                                   ------------   ------------
        Total Current Liabilities                      269 682        256,000
                                                   ------------   ------------



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        5,666,240 shares outstanding
        at 01/31/95 and 5,290,640
        outstanding at 01/31/94                        280,618        280,618
     Paid in Capital in Excess of Par                3,155,211      3,155,211
     Accumulated Deficit                            (3,332,656)    (3,386,953)
                                                  -------------   ------------
        Total Shareholders' Equity                     103,173         48,876
                                                  -------------   ------------
    Total Liabilities and
      Shareholders' Equity                      $      372,855        304,876
                                                       =======        =======

 

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 

                                                          Three Months Ended
                                                              January 31,
                                                         1996          1995
                                                     ------------  ------------
    Revenue
     Product Sales                                      176,244       87,932
                                                    ------------  ------------
        Gross Revenue                                   176,244       84,932

    Cost of Sales
        Product                                          43,654       23,750
                                                    ------------  ------------
        Total Cost of Sales                              43,654       23,750
                                                    ------------  ------------
        Gross Profit                                    132,590       61,182
                                                    ------------  ------------

    Operating Expenses
     Selling, General & Admin                            57,553      108,164
     Research and Development                            13 405       16,611
                                                    ------------  ------------
        Total Expenses                                   70,958      108,164
                                                    ------------  ------------
        Loss from Operations                             61,632      (46,982)
                                                    ------------  ------------

    Other Income (Expense)
     Other Income                                                     24,320
     Interest Expense                                    (7,336)        (745)
                                                    ------------  ------------
        Total Other Income & Expense                     (7,336)      23,575
                                                    ------------  ------------

        Net Gain (Loss)                                $ 54,296       23,407
                                                       ========       ======
       Gain (Loss) Per Share of Common Stock
           (5,666,240 Shares outstanding
           at 01/31/96and 5,666,240
           outstanding at 01/31/95)                       $0.01       ($0.01)
                                                        ========      =======



                          Vitro Diagnostics, Inc.
                         Statements of Cash Flows
           Three Months Ending 01/31/96    Twelve Months Ending 10/31/95

                                                (Unaudited)          (Audited)
                                                January 31,          October 31,
                                                   1996                 1995
                                               ------------         ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                        $      54,296             (437,865)
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                    3,624               20,572
      Write Down of Patents                             20                  728
       Expenses Incurred for Stock                                      102,424
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                        (40,708)              47,922
        Inventories                                (24,347)               5,511
        Prepaid Expenses                            (5,279)                 592
        Deposits                                         0               (3,611)
      (Decrease) increase in-
        Accounts Payable                             9,464               75,512
        Salaries & Wages Payable                     1,600
        Payroll Taxes Payable                          (67)               1,868
        Accrued Expenses                                 0                  277
                                               ------------         ------------
     Net Cash Provided by Operating Activities      (1,397)            (186,070)
                                               ------------         ------------
    Cash Flows From Investing Activities
      Capital Expenditures                               0              (10,292)
      Note Receivable Officer                            0               13,167
                                               ------------         ------------
    Net Cash Provided by Financing Activities                            (2,875)
                                               ------------         ------------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short 
            Term Notes Payable                       2,685               76,905 
      Increase (Decrease) in Notes Payable, Bank                         30,000
      Deferred Offering Costs                                            38,798 
      Proceeds from Issuance of Common Stock                             30,120
                                               ------------         ------------
      Net Cash from Investing Activities             2,685              175,823
                                               ------------         ------------
      Net Increase (Decrease) in Cash                1,288               (7,372)
      Cash Beginning                                 9,078               16,450
                                               ------------         ------------
      Cash Ending                             $     10,366                9,078
                                               ============            ========





 

                          Vitro Diagnostics, Inc. 
                      Notes to the Financial Statements 
                         January  31, 1996 (Unaudited) 

Basis of Presentation

The information for the three months ended January 31, 1996 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.  The Company also operated a 
clinical laboratory which provided tests and diagnoses for various cancers for 
customers throughout the United States.  This reference lab operation was 
discontinued on 7/31/94. 
  
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: 
                                                      01-31-96
                                                    ------------
     Finished Goods                                    $29,715
     Goods in Process                                   87,653
     Raw Materials                                      27,676
                                                      ----------
                                                      $145,044
                                                      ==========
  

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, 1995, 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     $11,550     $321,484
          1989           2004        783,474                  783,474
          1990           2005        480,296                  480,296
          1991           2006         21,321                   21,321
          1995           2010        386,84                   386,846
                                                            -----------
                                                           $1,993,421


 
       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 #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

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.



       Note #3: LEASE OBLIGATION 

The Company's lease at 8100 Southpark Way expires on December 31, 1996.  
Current  lease payments are  $4,202 per month.  At the present time extended 
lease terms have not been negotiated.  

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 

                             Issue           Interest
                             Date            Rate                   Balance
  Unrelated Party         ----------       ------------           -----------
  Demand Notes:            01/10/90           20.00%                $9,817
                           06/12/90           14.453%               17,553
  Related Party             6/30/95           15.00%                20,759
  Corporate COO             6/29/95           15.00%                10,380
  Corporate COO              8/4/95           25.00%                 4,255
  Corporate CEO,
  Demand Note              10/31/95           21.00%                40,565

                                       Total                      $103,329




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

       The Company's Operating Expenses for the first quarter 1996 were 
$70,958, the Cost of Sales was $43,654 and Interest Expense was $7,336.  
These expenses total $121,948 or $40,649 per month.  Gross Revenues for  the 
first quarter  were $176,24 or $58,748 per month.  This equates to a $18,099 
gain per month.  On January 31, 1996 the Company had $10,366 in Cash and 
$100,484 in Accounts Receivable - Trade for a total of $110,850. 

       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 1996 to January 1995 

       The Company's net revenue increased from 1995.  The net gain for the 
first quarter  1996 of $54,296 is an increase of $77,700 from 1995.  This gain 
in 1996 was due to increased product sales.  Working capital at January  31, 
1996 amounted to $51,636 which was a $161,934 decrease from the $213,570 in 
working capital at January 31, 1995.  An increase in Accounts Payable and  
Short-Term Notes Payable were responsible for the change in working capital.  
These changes to working capital were a direct result of decreased product 
sales in 1995. 

       The Company's revenues from product sales (purified antigens) for the 
quarter ended January 31, 1996 were $176,244 or 48% more than the $84,932 in 
product sales for the quarter ended January 31, 1995. 

       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 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.


                                  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 6, 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  6, 1997.

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