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, 1998

                                         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 October 26, 1998, was 6,413,702.

PART I - FINANCIAL INFORMATION 

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                     (Unaudited)    (Audited)
                                                      January 31    October 31
                                                         1998            1997
    Current Assets
     Cash Equivalents                            $      117,121 $           -
     Accounts Receivable                                 32,129       105,677
     Inventories                                        307,998       202,019
     Prepaid Expense                                     55,015        67,438
                                                   ------------  ------------
       Total Current Assets                             512,263       375,134
                                                   ------------  ------------

    Property,  Plant  and  Equipment
     Leasehold Improvements                              11,885        11,885
     Office Equipment & Furniture                        14,480         8,583
     Lab & EDP Hardware & SW                            131,645       131,645
                                                   ------------  ------------
         Total Cost                                     158,010       152,113
     Less Depreciation                                 (127,734)     (124,123)
                                                   ------------  ------------
         Net Property & Equipment                        30,276        27,990
                                                   ------------  ------------
    Other  Assets
     Deposits                                             6,402         6,402
     Inventory - Non Current                             51,471        87,144
                                                   ------------  ------------
    Total Other Assets                                   57,873        93,546
                                                   ------------  ------------
    Total Assets                                  $     600,412 $     496,670
                                                   ============  ============



                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                                     (Unaudited)    (Audited)
                                                      January 31    October 31
                                                         1998          1997
    Current Liabilities
     Accounts Payable                             $      94,189  $    161,540
     Deferred Income (See Footnote #6)                  305,000             -
     Bank Overdraft                                                     7,754
     Accounts Payable - Officer                               -         8,227
     Salaries & Wages Payable                               250           500
     Payroll Taxes Payable                               30,857        35,648
     Accrued Expenses                                     2,447         2,447
     Notes Payable - Short Term                         156,378       147,073
                                                   ------------  ------------
        Total Current Liabilities                       589,121       363,189
                                                   ------------  ------------



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,413,702 shares outstanding
        at 01/31/98 and 6,286,816
        outstanding at 01/31/97                         281,001       281,001
     Paid in Capital in Excess of Par                 3,255,328     3,255,328
     Accumulated Deficit                             (3,525,038)   (3,402,848)
                                                   ------------  ------------
        Total Shareholders' Equity                       11,291       133,481
                                                   ------------  ------------
    Total Liabilities and
      Shareholders' Equity                        $     600,412 $     496,670
                                                   ============  ============

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

<PAGE>

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 

                                               Three Months Ended
                                                    January 31,
                                              1998                 1997
                                           ------------      -------------
    Revenue
     Product Sales                        $      96,100     $     184,075
                                           ------------      ------------
        Gross Revenue                            96,100           184,075

    Cost of Sales
        Product                                  66,992            57,682
                                           ------------      ------------
        Total Cost of Sales                      66,992            57,682
                                           ------------      ------------
        Gross Profit                             29,108           126,393
                                           ------------      ------------

    Operating Expenses
    Selling, General & Admin                    123,463            97,764
     Research and Development                    18,289            16,997
                                           ------------      ------------
        Total Expenses                          141,752           114,761
                                           ------------      ------------
        Gain (Loss) from Operations            (112,645)           11,632
                                           ------------      ------------

    Other Income (Expense)
     Other Income                                   -              1,200
     Interest Expense                            (9,546)          (8,752)
                                           ------------      -----------
        Total Other Income & Expense             (9,546)          (7,552)
                                           ------------      -----------

        Net Gain (Loss)                   $    (122,190)    $      4,080
                                           ============      ===========
       Gain (Loss) Per Share of Common Stock
           (6,413,702 Shares outstanding
           at 01/31/98 and 6,286,816
           outstanding at 01/31/97)       $       (0.02)    $       0.00
                                           ============      ===========

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

<PAGE>

                          Vitro Diagnostics, Inc.

                         Statements of Cash Flows
           Three Months Ending 01/31/98 and 97    Twelve Months Ending 10/31/97
<TABLE>
<S>                                             <C>          <C>          <C>
                                                (Unaudited)  (Unaudited)  (Audited)
                                                January 31,  January 31,  October 31,
                                                1998         1997         1997
                                                -----------  -----------  ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                           $  (122,190) $     4,080  $   (144,622)
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                     3,611        3,844        15,245
      Expenses Incurred for Stock                                               50,500
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                          73,546       39,689           533
        Inventories                                 (70,306)     (42,570)      (54,366)
        Prepaid Expenses                             12,423         (295)       11,107
        Deposits                                          -            -         1,196
      (Decrease) increase in-
        Accounts Payable                            (67,351)       7,664        54,071
        Deferred Income                             305,000            -             -
        Salaries & Wages Payable                       (250)      (5,864)            -
        Payroll Taxes Payable                        (4,791)      (3,654)       25,771
        Accrued Expenses                                  -            -        (5,514)
                                                 ----------  -----------    ----------
     Net Cash Provided (Used) by 
        Operating Activities                        129,692        2,894       (46,079)
                                                 ----------  -----------    ----------
    Cash Flows From Investing Activities
      Capital Expenditures                           (5,897)      (9,492)      (10,619)
      Note Receivable Officer                             -            -             -
                                                 ----------  -----------    ----------
    Net Cash Used by Financing Activities            (5,897)      (9,492)      (10,619)
                                                 ----------  -----------    ----------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short Term 
        Notes Payable                                 1,078        4,782        40,728
      Increase (Decrease) in Notes Payable, Bank          -            -       (14,130)
                                                 ----------  -----------    ----------
      Net Cash from Investing Activities              1,078        4,782        26,598
                                                 ----------  -----------    ----------
      Net Increase (Decrease) in Cash               124,873       (1,815)      (30,100)
      Cash Beginning                                 (7,752)      22,346        22,346
                                               ------------  -----------    ----------
      Cash Ending                             $     117,121  $    20,530   $    (7,754)
                                               ============  ===========   ===========

Supplimental disclosures of cash flow information

Cash paid during the year for:
   Interest                                   $       9,546  $     8,752   $     24,517
                                               ============  ===========   ============

</TABLE>

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

<PAGE>

                           Vitro Diagnostics, Inc. 
                      Notes to the Financial Statements 
                         January  31, 1998 (Unaudited) 

Basis of Presentation

The information for the three months ended January 31, 1998 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: 
                                            01-31-98
                                          ------------
     Finished Goods                         $  76,400
     Goods in Process                         122,539
     Raw Materials                            109,059
                                           ----------
                                            $ 307,998
                                           ==========
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.

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, 1998, 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 expired on December 31, 1998.  
Lease payments were  $4,813 per month.  At the present time extended lease 
terms have not been negotiated.  

       NOTE #5: Schedule of Short Term Notes Payable 

                                 Issue             Interest
                                  Date               Rate           Balance
  Unrelated Party               --------           ---------        -------
  Demand Notes:                 01/10/90             20.000%        $15,339
                                06/12/90             14.453%         24,251
  Related Party                 06/30/95             15.00%          29,032
  Corporate COO                 06/29/95             15.00%          15,249
  Corporate COO                 08/04/95             25.00%           7,425
  Corporate COO                 07/01/97             25.00%          21,271
  Corporate CEO, 
    Demand Note                 10/31/95             21.00%          43,811
                                                                    -------
                                                    Total          $156,378

       NOTE #6: DEFERRED INCOME

A customer prepaid $305,000 for custom purification.  Shipment of product is 
scheduled for the second quarter of fiscal 1998.

<PAGE>

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

       The Company's Operating Expenses for the first quarter 1998 were 
$141,752, the Cost of Sales was $66,992 and Other Income/Expense netted 
$9,546.  These expenses total $218,290 or $72,763 per month.  Gross 
Revenues for  the first quarter  were $96,100 or $32,033 per month.  This 
equates to a $40,730 loss per month.  On January 31, 1998 the Company had 
$117,121 in Cash and $32,129 in Accounts Receivable - Trade for a total of 
$149,250. 

       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 1998 to January 1997 

       The Company's net revenue decreased from 1997.  The net loss for the 
first quarter 1998 of $122,190 is a decrease of $126,270 from 1997.  The 
revenue decrease in 1998 was due to decreased sales and increased expenses for
equipment maintenance.  Working capital at January  31, 1998 amounted to
$(76,859) which was a $211,208 decrease from the $134,349 in working capital
at January 31, 1997.  An increase in deferred income was responsible for the
change in working capital.

       The Company's revenues from product sales (purified antigens) for 
the quarter ended January 31, 1998 were $96,100 or 48% less than the $184,075
in product sales for the quarter ended January 31, 1997.

       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.


 
                                  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 
October 26, 1998. 

                                     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 October 26, 1998.

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