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, 1997

                                         OR

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

Commission file number:  0-17378


                                 VITRO DIAGNOSTICS, 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 August 15, 1997, were 6,411,816.

PART I - FINANCIAL INFORMATION 

<PAGE>

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                     (Unaudited)    (Audited)

                                                      July  31,     October 31
                                                         1997              1996
    Current Assets
     Cash Equivalents                            $       (4,603)$      22,346
     Accounts Receivable                                 67,584       106,210
     Inventories                                        243,548       183,326
     Prepaid Expense                                     99,772        78,545
                                                    -----------   -----------
       Total Current Assets                             406,301       390,427
                                                    -----------   -----------

    Property,  Plant  and  Equipment
     Leasehold Improvements                              12,414        11,885
     Office Equipment & Furniture                        17,688        17,688
     Lab & EDP Hardware & SW                            175,249       165,757
                                                    -----------   -----------
         Total Cost                                     205,350       195,330
     Less Depreciation                                 (174,001)     (162,714)
                                                   ------------   -----------
         Net Property & Equipment                        31,350        32,616
                                                   ------------   -----------
    Other  Assets
     Deposits                                             7,598         7,598
     Inventory - Non Current                             51,471        51,471
                                                   ------------        ------
    Total Other Assets                                   59,069        59,069
                                                   ------------        ------
    Total Assets                                  $     496,720    $  482,112
                                                   ============     =========

<PAGE>

                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                                     (Unaudited)    (Audited)
                                                       July  31,    October 31
                                                         1997          1996
    Current Liabilities
     Accounts Payable                             $     143,176  $    115,696

     Salaries & Wages Payable                               150         6,014
     Payroll Taxes Payable                               10,440         9,877
     Accrued Expenses                                     2,447         2,447
     Notes Payable - Short Term                         154,821       120,475
                                                   ------------    ----------
        Total Current Liabilities                       311,034       254,509
                                                   ------------    ----------



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,411,816 shares outstanding
        at 07/31/97 and 6,286,816
        outstanding at 07/31/96                         280,993       280,868
     Paid in Capital in Excess of Par                 3,254,836     3,204,961
     Accumulated Deficit                             (3,350,143)   (3,258,226)
                                                     ----------    ----------
        Total Shareholders' Equity                      185,686       227,603
                                                     ----------    ----------
    Total Liabilities and
      Shareholders' Equity                       $      496,720       482,112
                                                     ==========    ==========

<PAGE>

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 
<TABLE>
<S>                                            <C>        <C>         <C>       <C>
                                               Three Months Ended     Nine Months Ended
                                               July  31,              July  31,
                                                 1997        1996       1997        1996
                                               --------    --------   --------    --------
    Revenue
     Product Sales                             115,673     180,802    522,752     542,999
                                              --------    --------   --------    --------
        Gross Revenue                          115,673     180,802    522,752     542,999

    Cost of Sales
     Product                                    83,266      54,344    202,974     156,628
                                              --------    --------   --------    --------
        Total Cost of Sales                     83,266      54,344    202,974     156,628 

                                              --------    --------   --------    --------
        Gross Profit                            32,407     126,458    319,778     386,371


    Operating Expenses
     Selling, General & Administrative         113,218      107,482   327,200     252,835
     Research and Development                   11,887       6,124     63,364      32,441
                                              --------    --------   --------    --------
        Total Expenses                         125,105     113,606    390,564     285,276             
                                              --------    --------   --------    --------
        Gain (Loss) from Operations            (92,698)     12,852    (70,786)    101,095
                                              --------    --------   --------    --------
Other Income (Expense)
     Other Income                                  800           -      3,220           -
     Interest Expense                           (8,658)     (8,723)   (24,351)    (24,961)
                                              --------    --------   --------    --------
        Total Other Income and Expense          (7,858)     (8,723)   (21,131)    (24,961)
                                              --------    --------   --------    --------
        Net Gain (Loss)                      $(100,556)      4,129    (91,917)      76,134
                                              ========    ========   ========    ========
       Gain (Loss) Per Share of Common Stock
           (6,411,816 Shares outstanding
           at 07/31/97 and 6,286,816
           outstanding at 07/31/96)          $   (0.02)  $    0.00  $   (0.01)  $    0.01
                                              ========    ========   ========    ========
</TABLE>

<PAGE>

                          Vitro Diagnostics, Inc.
                         Statements of Cash Flows 
           Nine Months Ending 07/31/97    Twelve Months Ending 10/31/96
<TABLE>
<S>                                                          <C>                <C>
                                                             (Unaudited)        (Audited)
                                                              July  31,         October 31,
                                                                 1997               1996
                                                              -----------    ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                                          $(91,917)         128,726 
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                                11,287           17,118
      Expenses Incurred for Stock                                     -           49,389
    Changes in Assets & Liabilities:

      Decrease (increase) in-
        Accounts Receivable                                      38,626          (46,434)
        Inventories                                             (60,222)        (114,100)
        Prepaid Expenses                                        (21,227)         (18,400)
        Deposits                                                      -              292 
      (Decrease) increase in-
        Accounts Payable                                         27,480            1,656
        Salaries & Wages Payable                                 (5,864)               -
        Payroll Taxes Payable                                       563            1,434
        Accrued Expenses                                              -            5,737 
                                                               ----------       ----------
     Net Cash Provided by Operating Activities                 (101,274)          25,418 
                                                               ----------       ----------
    Cash Flows From Investing Activities
        Capital Expenditures                                    (10,020)          (2,443)
      Note Receivable Officer                                          -            (150)
                                                              ----------        ----------
    Net Cash Provided by Financing Activities                   (10,020)          (2,593) 
                                                              ----------        ----------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short Term Notes Payable            34,347            5,702 
      Increase (Decrease) in Notes Payable, Bank                      -          (15,870)
      Proceeds from Issuance of Common Stock                     50,000              611
                                                               ----------      ----------
      Net Cash from Investing Activities                         84,347           (9,557)
                                                               ----------      ----------
      Net Increase (Decrease) in Cash                           (26,949)          13,268
      Cash Beginning                                             22,346            9,078
                                                               ----------      ----------
      Cash Ending                                        $       (4,603)          22,346
                                                            ============        ========
</TABLE>

<PAGE>

                             Vitro Diagnostics, Inc. 
                      Notes to the Financial Statements 
                          July  31, 1997 (Unaudited) 

Basis of Presentation

The information for the nine months ended July  31, 1997 has not been 
examined by independent accountants, 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: 
                                            07-31-97
                                          ------------
     Finished Goods                         $146,548
     Goods in Process                         97,000
     Raw Materials                                 -
                                           ----------
                                            $243,548
                                           ==========
Goods in process inventory which is not expected to be completed and sold 
in the next fiscal year is classified as non current.

<PAGE>

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, 1996, the Company has unused Federal net
operating loss carry forwards which expire as follows:

       Carry Over     Expires      Original     Amount       Loss
       From F/Y       In F/Y       Loss         Utilized     Carryover
       ----------     -------      --------     --------     ---------
          1988           2003       $333,034    $140,504      $192,530
          1989           2004        783,474                   783,474
          1990           2005        480,296                   480,296
          1991           2006         21,321                    21,321
          1995           2010        386,846                   386,846
                                                             ---------
                                                            $1,993,421


       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.

<PAGE>


       Note #4: LEASE OBLIGATION 

The Company's lease at 8100 Southpark Way expires on December 31, 1998.  
Lease payments are  $4,800 per month. 

The Company leases its office/warehouse space from a major shareholder of 
the Company.  Lease payments through December, 1997 were made by issuing
stock for the rents due. 

       NOTE #5: Schedule of Short Term Notes Payable 

                                 Issue             Interest
                                  Date               Rate           Balance
  Unrelated Party               --------           ---------        -------
  Demand Notes:                 01/10/90             20.000%        $13,891 
                                06/12/90             14.453%         22,570   
  Related Party                 06/30/95             15.00%          26,947
  Corporate COO                 06/29/95             15.00%          14,096
  Corporate COO                 08/04/95             25.00%          19,495
  Corporate CEO                10/31/95             21.00%          57,822
                                                                    -------
                                                    Total          $154,821
                                                                    =======



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

       The Company's Operating Expenses for the third quarter 1997 were 
$125,106, the Cost of Sales was $83,266 and Other Income/Expense netted 
$7,858.  These expenses total $216,230 or $72,077 per month.  Gross 
Revenues for the third quarter were $115,673 or $38,558 per month.  This 
equates to a $33,519 loss per month.  On July 31, 1997 the Company had 
($4,603) in Cash and $67,584 in Accounts Receivable - Trade for a total of 
$62,981. 

       Capital is required for new product development.  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. 

<PAGE>


       Comparison of Three Month Periods July 31, 1997 to July 31, 1996 

       The Company's net revenue decreased from 1996.  The net loss for the 
third quarter  1997 of $100,556 is a decrease of $104,685 from 1996.  The 
revenue decrease in 1997 was due to decreased sales.  Working capital at 
July  31, 1997 amounted to $95,267 which was a $24,884 decrease from 
the $120,151 in working capital at July  31, 1996.  An increase in 
Accounts Payable and Notes Payable were responsible for the change in
 working capital.        

       The Company's revenues from product sales (purified antigens) for 
the quarter ended July 31, 1997 were $115,673 or 36% less than the 
$180,802 in product sales for the quarter ended July 31, 1996.

       Total milligram quantities of all products sold for the three months
ended July 31, 1997 equaled 299 as compared to 604 milligrams sold during the
three months ended July 31, 1996.

       Comparison of Nine Month Periods July 31, 1997 to July 31, 1996

       The loss for the first nine months of 1997 of $91,917 was a decrease
of $168,051 over the $76,134 gain in 1996.

       The Company's revenues from product sales for the nine months ended 
July 31, 1997, were $522,752 or 4% less than the $542,999 in product sales
for the nine months ended July 31, 1996.

       Total milligram quantities of all products sold for the nine  months 
ended July 31, 1997 equaled 1,365 as compared to 1,809 milligrams sold during
the nine months ended July 31, 1996.

<PAGE>
 
                                  SIGNATURES 
Pursuant to the requirements of Section 13 r 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 
August 26, 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 August 26, 1997.

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