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 July 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 16, 1997, was 6,286,816.

PART I - FINANCIAL INFORMATION 

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets
<TABLE>
<S>                                          <C>                  <C>
                                             (Unaudited)          (Audited)
                                             July 30              October 31
                                             1996                 1995
    Current Assets
     Cash Equivalents                   $       12,992        $       9,076
     Accounts Receivable                        61,320               59,776
     Inventories                               199,958              120,697
     Prepaid Expense                            80,251               60,145
                                              ------------       ------------
         Total Current Assets                  354,521              249,695
                                              ------------       ------------

    Property,  Plant  and  Equipment
     Leasehold Improvements                     11,885              11,885
     Office Equipment & Furniture               17,688              17,688
     Lab & EDP Hardware & SW                   167,275             163,314
                                              ------------       ------------
         Total Cost                            196,848             192,887
     Less Depreciation                        (155,618)           (145,596)
                                              ------------       ------------
         Net Property & Equipment               41,230              47,291
                                              ------------       ------------
    Other  Assets
     Deposits                                   13,691               7,890
     Intangible Assets                             (61)                  0
                                               ------------      ------------
    Total Other Assets                          13,630               7,890
                                               ------------      ------------
    Total Assets                               409,381         $   304,877
                                               =======             =======

    
                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                             (Unaudited)    (Audited)
                                             July  31       October 31
                                             1996              1995
    Current Liabilities
     Accounts Payable                $         100,617 $           105,813
     Salaries & Wages Payable                      150                   0
     Payroll Taxes Payable                      13,448               8,443
     Accrued Expenses                            2,724               2,724
     Notes Payable - Short Term                117,431             139,020
                                               ------------    ------------
        Total Current Liabilities              234,370             256,000
                                               ------------    ------------



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,286,816 shares outstanding
        at 07/31/96 and 5,779,816
        outstanding at 07/31/95                280,868             280,618
     Paid in Capital in Excess of Par        3,204,961           3,155,211
     Accumulated Deficit                    (3,310,818)         (3,386,952)
                                            -------------      ------------
        Total Shareholders' Equity             175,011              48,877
                                            ------------       ------------
    Total Liabilities and
      Shareholders' Equity               $     409,381             304,877
                                               =======             =======
</TABLE>
 

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 
<TABLE>
<S>                                         <C>             <C>              <C>         <C>
                                            Three Months Ended               Nine Months Ended
                                            July 31,                         July 31,
                                            1996            1995             1996         1995
                                            ------------  ------------       --------    --------
    Revenue
     Product Sales                             180,802       66,368           542,999    273,406
                                            ------------  ------------       --------    --------
        Gross Revenue                          180,802       66,368           542,999    273,406

    Cost of Sales
        Product                                 54,344        8,353           156,628     96,589
                                            ------------  -----------        --------    --------
        Total Cost of Sales                     54,344        8,353           156,628     96,589
                                            ------------  -----------        --------    --------
        Gross Profit                           126,458       58,015           386,371    176,817
                                            ------------  -----------        --------    --------

    Operating Expenses
     Selling, General & Admin                  107,482     105,024            252,835    421,571
     Research and Development                    6,124      66,217             32,441    111,797
                                            -------------  ----------        --------    --------
        Total Expenses                         113,606     171,241            285,276    533,368
                                            -------------  -----------       --------    --------
        Gain (Loss) from Operations             12,852    (113,226)           101,095   (356,551)
                                            -------------  -----------       --------    --------

    Other Income (Expense)
     Other Income                                            1,680                        28,377
     Interest Expense                           (8,723)     (1,285)           (24,961)    (3,034)
                                            --------------  ---------        ---------   --------
        Total Other Income & Expense            (8,723)        395            (24,961)   (25,343)
                                            --------------  ----------       ---------   --------

        Net Gain (Loss)                    $     4,129    (112,831)            76,134   (331,208)
                                               ========    =======             ======   ======= 
       Gain (Loss) Per Share of Common Stock
           (6,286,816 Shares outstanding
           at 07/31/96 and 5,779,816
           outstanding at 07/31/95)              $0.00     ($0.02)              $0.01    ($0.06)
                                               ========    =======            ========  =======

</TABLE>

Vitro Diagnostics, Inc.
 Statements of Cash Flows

<TABLE>
<S>                                            <C>                   <C>
                                               Nine Months           Twelve Months
                                               Ending 07/31/96       Ending 10/31/95
                                               (Unaudited)           (Audited)
                                               July 31,              October 31,
                                               1996                  1995
                                               ------------          ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                       $      76,134               (437,865)
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                  10,022                 20,572
      Write Down of Patents                            61                    728
       Expenses Incurred for Stock                                       102,424
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                        (1,544)                47,922
        Inventories                               (79,261)                 5,511
        Prepaid Expenses                          (20,106)                   592
        Deposits                                   (5,801)                (3,611)
      (Decrease) increase in-
        Accounts Payable                          (13,573)                75,512
        Payroll Taxes Payable                       5,005                  1,868
        Salaries and Wages Payable                    150
        Accrued Expenses                                                                      277   
                                               ------------             ------------
     Net Cash Provided by Operating Activities    (28,913)              (186,070)
                                               ------------             ------------
    Cash Flows From Investing Activities
      Capital Expenditures                         (3,961)                (10,292)
      Note Receivable Officer                           0                   13,167
                                               ------------              ------------
    Net Cash Provided by Financing Activities      (3,961)                    2,875
                                               ------------              ------------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short Term 
      Notes Payable                               (13,212)                   76,905 
      Increase (Decrease) in Notes Payable, Bank                             30,000
      Deferred Offering Costs                                                38,798 
      Proceeds from Issuance of Common Stock       50,000                    30,120
                                               ------------              ------------
      Net Cash from Investing Activities           36,788                   175,823
                                               ------------              ------------
      Net Increase (Decrease) in Cash               3,914                    (7,372)
      Cash Beginning                                9,078                    16,450
                                               ------------              ------------
      Cash Ending                           $      12,992                     9,078
                                               ============                 ========

</TABLE>



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

Basis of Presentation

The information for the nine months ended July 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.  
  
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: 
                                                      07-31-96
                                                      ------------
     Finished Goods                          $69,462
     Goods in Process                          77,633
     Raw Materials                              52,863
                                                       ----------
                                                     $199,958
                                              ==========
  

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 14, 1996 an individual purchased 250,000 shares of Rule 144 Common 
Stock for a unit price of $.20 
per share or a total price of $50,000.

       Note #3: LEASE OBLIGATION 

The Company's lease at 8100 Southpark Way expires on December 31, 1996.  
Current  lease payments are  $4,116 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.  


       NOTE #4: Schedule of Short Term Notes Payable 

                             Issue           Interest
                             Date            Rate                   Balance
  Unrelated Party         ----------       ------------           -----------
  Demand Notes:            01/10/90           20.00%               $11,392
                           06/12/90           14.453%               19,550
  Related Party             6/30/95           15.00%                23,215
  Corporate COO             6/29/95           20.00%                17,168
  Corporate CEO,
     Demand Note           10/31/95           21.00%                46,106

                                       Total                      $117,431




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

The Company's Operating Expenses for the first nine months ending July 31, 
1996 were $285,276,  the Cost of Sales was $156,628 and Interest Expense was 
$24,961.  These expenses total $466,865 or $51,874 per month.  Gross Income   
for  this period was $542,999 or $60,333 per month.  This equates to a $8,459 
gain per month.  On July  31, 1996 the Company had $12,992 in Cash and $61,320 
in Accounts Receivable - Trade for a total of $74,312. 

                                
 Comparison of 3 Month Periods July 1996 to July 1995 

The Company's net revenue increased from 1995.  The net gain for  this  
quarter  1996 of $4,129 is an increase of $116,960 from 1995.  This gain in 
1996 was due to increased product sales.  Working capital at July 31, 1996 
amounted to $120,151 which was a $53,906 increase from the $66,245 in working 
capital at July 31, 1995.  An increase in  inventories and accounts receivable  
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 three 
months ended July 31, 1996 were $180,802 or 172% more than the $66,368 in 
product sales for the three months ended July 31, 1995.

Total milligram quantities of all products sold for the three months ended 
July 31, 1996 equalled 604 as compared to 175 milligrams sold during the three 
months ended July 31, 1995.


Comparison of  Nine Month Periods July 1996 to July 1995

The net Gain for the first nine months in 1996 of $76,134 was an increase of 
$407,342 over the $331,208 loss in 1995.

The Company's revenues from product sales for the nine months ended July 31, 
1996, were 542,999 or 99% more than the $273,406 in product sales for the nine 
months ended July 31, 1995. 

Total milligram quantities of all products sold for the nine months ended July 
31 1996 equalled 1,809 as compared to 1,054 milligrams sold during the nine 
months ended July 31, 1995.  


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 16, 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  16, 1997.

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