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 April 30, 1999

                                         OR

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

Commission file number:  0-17378


                                 VITRO DIAGNOSTIC, INC.                 
               
               ______________________________________________________
               (Exact name of registrant as specified in its charter)

           Nevada                                  84-1012042          
______________________________        _________________________________
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

     8100 Southpark Way, Bldg B-1 , Littleton, Colorado       80120
_________________________________________________________________________
(Address of principal executive offices)                     (Zip  Code)

                               (303) 794-2000                            
      ________________________________________________________________
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:      None

Securities registered pursuant to Section 12(g) of the Act:      None

      Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for at least the past 90
days.

Yes  X         No 
    ---           ---

      Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-QSB or any amendment to this form 10-QSB.

Yes  X       No
    ---         ---

 The number of shares outstanding of each of the issuer's classes of 
common equity as of May 10, 1999, was 6,413,702.

PART I - FINANCIAL INFORMATION 

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                     (Unaudited)    (Audited)
                                                      April 30      October 31
                                                         1999          1998
    Current Assets
     Cash Equivalents                            $       (3,553)$           0
     Accounts Receivable                                228,143       128,366
     Inventories                                        399,777       417,343
     Prepaid Expense                                     70,272        63,543
     Deposits                                                          15,000
                                                   ------------  ------------
       Total Current Assets                             694,638       624,252
                                                   ------------  ------------

    Property,  Plant  and  Equipment
     Leasehold Improvements                              27,855        12,636
     Office Equipment & Furniture                        14,793        14,793
     Lab & EDP Hardware & SW                            139,055       138,477
                                                   ------------  ------------
         Total Cost                                     181,703       165,906
     Less Depreciation                                 (145,381)     (139,020)
                                                   ------------  ------------
         Net Property & Equipment                        36,322        26,886
                                                   ------------  ------------
    Other  Assets
     Deposits                                            12,336         7,336
     Inventory - Non Current                             51,471        51,471
     Intangible Assets                                   74,954        54,725
    Total Other Assets                                  138,761       113,532
                                                   ------------  ------------
    Total Assets                                  $     869,721 $     764,670
                                                   ============  ============



                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                                     (Unaudited)    (Audited)
                                                      April 30      October 31
                                                         1999          1998
    Current Liabilities
     Accounts Payable                             $      73,488  $     85,039
     Bank Overdraft                                           -         4,248

     Salaries & Wages Payable                               150           950
     Payroll Taxes Payable                                6,803         9,310
     Accrued Expenses                                     2,447         2,447
     Notes Payable - Short Term                         164,556       154,708
                                                   ------------  ------------
        Total Current Liabilities                       247,444       256,702
                                                   ------------  ------------



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,413,702 shares outstanding
        at 04/30/99 and 6,413,702
        outstanding at 04/30/98                         281,001       281,001
     Paid in Capital in Excess of Par                 3,255,328     3,255,328
     Accumulated Deficit                             (2,914,052)   (3,028,361)
                                                   ------------  ------------
        Total Shareholders' Equity                      622,277       507,968
                                                   ------------  ------------
    Total Liabilities and
      Shareholders' Equity                        $     869,721 $     764,670
                                                   ============  ============

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

<PAGE>

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 
<TABLE>
<S>                                      <C>        <C>         <C>       <C>
                                         Three Months Ended     Six Months Ended
                                         April 30,              April 30,
                                         1999       1998         1999      1998
                                         --------   ---------    ---------   --------
    Revenue
     Product Sales                      $ 306,154  $ 687,808    $ 628,245   $ 783,908
                                         --------   --------     --------    --------
        Gross Revenue                     306,154    687,808      628,245     783,908

    Cost of Sales
     Product                               78,209    249,341      201,463     316,333
                                         --------   --------     --------    --------
        Total Cost of Sales                78,209    249,341      201,463     316,333
                                         --------   --------     --------    --------
        Gross Profit                      227,945    438,467      426,782     467,575


    Operating Expenses
     Selling, General & Administrative     83,275     54,200      159,399     177,663
     Research and Development              82,519     19,340      139,372      37,629
                                         --------   --------     --------    --------
        Total Expenses                    165,794     73,540      298,771     215,292
                                         --------   --------     --------    --------
        Gain from Operations               62,151    364,927      128,011     252,283
                                         --------   --------     --------    --------
Other Income (Expense)
     Other Income                           1,500                   2,775           0
     Interest Expense                     (10,260)    (9,681)     (16,477)    (19,227)
                                         --------   --------     --------    --------
        Total Other Income and (Expense)   (8,761)    (9,681)     (13,702)    (19,227)
                                         --------   --------     --------    --------
        Net Gain                        $  53,390  $ 355,246    $ 114,309   $ 233,056
                                         ========   ========     ========    ========
       Gain Per Share of Common Stock
           (6,413,702 Shares outstanding
           at 04/30/99 and 6,413,702
           outstanding at 04/30/98)     $    0.01  $    0.06    $    0.02   $    0.04
                                         ========   ========     ========    ========
</TABLE>

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

<PAGE>

                          Vitro Diagnostics, Inc.

                         Statements of Cash Flows
           Six Months Ending 04/30/99 and 98    Twelve Months Ending 10/31/98
<TABLE>
<S>                                             <C>          <C>          <C>
                                                (Unaudited)  (Unaudited)  (Audited)
                                                April 30,    April 30,    October 31,
                                                1999         1998         1998
                                                -----------  -----------  ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                           $   114,309  $   233,056  $    374,487 
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                     6,363        7,223        14,897
      Expenses Incurred for Stock                                                     
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                         (99,777)     (71,011)      (22,689)
        Inventories                                  17,566      (39,026)     (179,651)
        Prepaid Expenses                             (6,729)      12,423         3,895
        Deposits                                     10,000            -       (15,934)
      (Decrease) increase in-
        Accounts Payable                            (11,551)     (88,111)      (84,728)
        Salaries & Wages Payable                       (800)        (300)            -
        Payroll Taxes Payable                        (2,507)     (31,083)      (26,338)
        Accrued Expenses                                  -            -           450 
                                                 ----------  -----------    ----------
     Net Cash Provided (Used) by 
        Operating Activities                         26,874       23,171        64,389 
                                                 ----------  -----------    ----------
    Cash Flows From Investing Activities
      Capital Expenditures                          (15,798)      (5,897)      (13,793)
      Patents                                       (20,229)                   (54,725)
                                                 ----------  -----------    ----------
    Net Cash Used by Investing Activities           (36,027)      (5,897)      (68,518)
                                                 ----------  -----------    ----------
    Cash Flows from Financing Activities
      Increase in Short Term 
        Notes Payable                                 9,848        5,119         7,635
                                                 ----------  -----------    ----------
      Net Cash from Financing Activities              9,848        5,119         7,635
                                                 ----------  -----------    ----------
      Net Increase (Decrease) in Cash                   695       22,393         3,506 
      Cash Beginning                                 (4,248)      (7,754)       (7,754)
                                               ------------  -----------    ----------
      Cash Ending                             $      (3,553) $    14,639   $    (4,248)
                                               ============  ===========   ===========

Supplemental disclosures of cash flow information

Cash paid during the year for:
   Interest                                   $     17,734   $     9,681   $     24,289
                                               ============  ===========   ============

</TABLE>

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

<PAGE>

                           Vitro Diagnostics, Inc. 
                      Notes to the Financial Statements 
                          April 30, 1999 (Unaudited) 

Basis of Presentation

The information for the six months ended April 30, 1999 has not been examined
by independent accounts, but includes all adjustments which the Company 
considers necessary for a fair presentation  of the information presented for
the period.

Note #1  HISTORY OF THE COMPANY

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

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


Note #2: Accounting Policies
    
The Company is engaged in the development, manufacturing and marketing of
purified antigens.  These products are sold domestically and internationally:
the first product was introduced November, 1990. 

Accounts Receivable - The Company considers accounts receivable to be fully
collectible; accordingly, no allowance for doubtful accounts was established.
If accounts become uncollectible, they will be charged to operations when
that determination is made. 

Depreciation and Amortization - Equipment is stated at lower of cost or
estimated market value and is being depreciated on the straight-line basis
over estimated useful lives of 3 to 10 years.  Intangible assets are amortized
on the straight line method per the following: patents, and trademarks 204
months.  At October 31, 1995, management determined that patents and
trademarks had no future value and they were written off. 

Inventories - They are valued at the lower of cost or market using the
first-in first-out method.
          
       Inventories consist of: 
                                            04-30-99
                                          ------------
     Finished Goods                         $ 307,275
     Goods in Process                          66,057
     Raw Materials                             26,445
                                           ----------
                                            $ 399,777
                                           ==========
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 expires on December 31, 2001. Lease
payments are $4,813 per month until December 31, 1999; $4,933 per month for the
calender year 2000 and $5,054 for the calander year 2001.



       NOTE #5: Schedule of Short Term Notes Payable 

                                 Issue             Interest
                                  Date               Rate           Balance
  Unrelated Party               --------           ---------        -------
  Demand Notes:                 01/10/90             20.000%        $19,655
                                06/12/90             14.453%         29,022
  Related Party                 06/30/95             15.00%          34,979
  Corporate COO                 06/29/95             15.00%          18,373
  Corporate COO                 08/04/95             25.00%          10,116
  Corporate COO                 07/01/97             25.00%          24,697
  Corporate CEO, 
    Demand Note                 10/31/95             21.00%          27,714
                                                                    -------
                                                    Total          $164,556
                                                                    =======

<PAGE>

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

       The Company's Operating Expenses for the second quarter 1999 were
$298,771, the Cost of Sales was $201,463 and Other Income/Expense netted
$13,702.  These expenses total $486,532 or 81,089 per month.  Gross Revenues
for the second quarter were $628,245 or $104,708 per month.  This equates to a
$23,619 gain per month.  On April 30, 1999 the Company had $(3,553) in Cash
and $228,143 in Accounts Receivable - Trade for a total of $224,590. 

       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 April 1999 to April 1998 

       The Company's net revenue decreased from 1998.  The net gain for the
second quarter 1999 of $53,391 is an decrease of $301,855 from 1998.  The
revenue decrease in 1999 was due to decreased sales. In the second quarter of
1998 the Company had a $435,000 sale of a custom product to a large
pharmaceutical company. Working capital at April 30, 1999 amounted to $447,194
which was a $255,101 increase from the $192,093 in working capital at April
30, 1998.  An increase in Accounts Receivable - Trade and inventory were
responsible for the change in working capital.

       The Company's revenues from product sales (purified antigens) for the
quarter ended April 30, 1999 were $306,154 or 55% less than the $687,808 in
product sales for the quarter ended April 30, 1998.

Total milligram quantities of all products sold for the three months ended
April 30, 1999 equaled 1,026 as compared to 3,812 milligrams sold during the
three months ended April 30, 1998.

       Comparison of Six Month Periods April 30, 1999 to April 30, 1998

       The net gain for the first six months of 1999 of $114,309 was a decrease
of $118,747 over the $233,056 gain in 1998.

       The Company's revenues from product sales for the six months ended April
30, 1999, were $687,808 or 12% less than the $783,908 in product sales for the
six months ended April 30, 1998.

       Total milligram quantities of all products sold for the six months ended
April 30, 1999 equaled 2,178 as compared to 4,082 milligrams sold during the six
months ended April 30, 1998.

<PAGE>


                                  SIGNATURES 
                                             
      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 11, 1999.

                                     Vitro Diagnostics, Inc. 
                                          (Company) 


                                          By: /s/ Roger Hurst         
                                              Roger Hurst, President, 
                                              Chief Executive Officer 
                                              Chief Financial Officer
                                              Chief Accounting Officer
        
            Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company in the capacities indicated on May 11, 1999.

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

<PAGE>