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, 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 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 February 27, 1997, was 6,286,816.

PART I - FINANCIAL INFORMATION 

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                     (Unaudited)    (Audited)
                                                      January 31    October 31
                                                         1997              1996
    Current Assets
     Cash Equivalents                            $       20,530 $      22,341
     Accounts Receivable                                 66,521       106,210
     Inventories                                        225,896       183,326
     Prepaid Expense                                     78,840        78,545
                                          ------------  ------
       Total Current Assets                           391,787       390,422
                                          ------------  ------

    Property,  Plant  and  Equipment
     Leasehold Improvements                              11,885        11,885
     Office Equipment & Furniture                        17,688        17,688
     Lab & EDP Hardware & SW                            175,249       165,757
                                          ------------  ------
         Total Cost                                     204,822       195,330
     Less Depreciation                                 (166,557)     (162,713)
                                          ------------  ------
         Net Property & Equipment                        38,265        32,617
                                          ------------  ------
    Other  Assets
     Deposits                                             7,598         7,598
     Inventory - Non Current                             51,471        51,471
                                          ------------  ------
    Total Other Assets                                   59,069        59,069
                                          ------------  ------
    Total Assets                                      $ 489,121    $  482,108
                                                        =======       =======



                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                                     (Unaudited)    (Audited)
                                                      January 31    October 31
                                                         1997          1996
    Current Liabilities
     Accounts Payable                             $     129,263  $    121,599
     Salaries & Wages Payable                                 0         5,864
     Payroll Taxes Payable                                6,223         9,877
     Accrued Expenses                                     2,447         2,447
     Notes Payable - Short Term                        119,505       114,722
                                          ------------    -----
        Total Current Liabilities                       257,438       254,509
                                          ------------    -----



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,286,816 shares outstanding
        at 01/31/97 and 5,666,240
        outstanding at 01/31/96                         280,868       280,868
     Paid in Capital in Excess of Par                 3,204,961     3,204,961
     Accumulated Deficit                             (3,254,146)   (3,258,230)
                                          ------------   ------
        Total Shareholders' Equity                      231,683       227,599
                                          ------------   ------
    Total Liabilities and
      Shareholders' Equity                       $      489,121       482,108
                                                        =======       =======

 

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 

                                               Three Months Ended
                                                    January 31,
                                              1997                 1996
                                           ------------          --------
    Revenue
     Product Sales                            184,075             176,244
                                           ------------          --------
        Gross Revenue                         184,075             176,244 

    Cost of Sales
        Product                                57,682              43,654
                                           ------------          --------
        Total Cost of Sales                    57,682              43,654      
                                           ------------          --------
        Gross Profit                          126,393            132,590
                                           ------------          --------

    Operating Expenses
    Selling, General & Admin                   97,764             57,553
     Research and Development                  16,997             13,405
                                           ------------         --------
        Total Expenses                        114,761             70,958
                                           ------------         --------
        Gain (Loss) from Operations            11,632             61,632
                                           ------------         --------

    Other Income (Expense)
     Other Income                               1,200                  -
     Interest Expense                          (8,752)            (7,336)
                                           ------------         --------
        Total Other Income & Expense           (7,552)            (7,336)
                                           ------------         --------

        Net Gain (Loss)                      $  4,080             54,296
                                              ========            ======
       Gain (Loss) Per Share of Common Stock
           (6,286,816 Shares outstanding
           at 01/31/97 and 5,666,240
           outstanding at 01/31/96)             $0.00              $0.01 
                                              ========            =======



                          Vitro Diagnostics, Inc.
                         Statements of Cash Flows
           Three Months Ending 01/31/97    Twelve Months Ending 10/31/96
<TABLE>
<S>                                                             <C>                <C>
                                                                (Unaudited)        (Audited)
                                                                January 31,         October 31,
                                                                    1997               1996
                                                                 --------    ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                                          $     4,080            128,726 
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                                    3,844             17,118
      Expenses Incurred for Stock                                                      49,389
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                                         39,689            (46,434)
        Inventories                                                (42,570)          (114,100)
        Prepaid Expenses                                              (295)           (18,400)
        Deposits                                                         0                292 
      (Decrease) increase in-
        Accounts Payable                                             7,664              1,656
        Salaries & Wages Payable                                    (5,864)
        Payroll Taxes Payable                                       (3,654)             1,434
        Accrued Expenses                                                 0              5,737    
                                                           ----------  ----------
     Net Cash Provided by Operating Activities                       2,894             25,418 
                                                           ----------  ----------
    Cash Flows From Investing Activities
      Capital Expenditures                                          (9,492)            (2,443)
      Note Receivable Officer                                            0               (150)
                                                           ----------  ----------
    Net Cash Provided by Financing Activities                       (9,492)            (2,593) 
                                                           ----------  ----------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short Term Notes Payable                4,782              5,702 
      Increase (Decrease) in Notes Payable, Bank                                      (15,870)
      Proceeds from Issuance of Common Stock                                              611
                                                            ----------  ----------
      Net Cash from Investing Activities                             4,782             (9,557)
                                                            ----------  ----------
      Net Increase (Decrease) in Cash                               (1,815)            13,268
      Cash Beginning                                                22,346              9,078
                                                            ----------  ----------
      Cash Ending                                        $          20,530             22,346
                                                              ============            ========
</TABLE>




 

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

Basis of Presentation

The information for the three months ended January 31, 1997 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: 
                                            01-31-97
                                      ------------
     Finished Goods                          $67,947
     Goods in Process                        152,728
     Raw Materials                             5,221
                                        ----------
                                            $225,896
                                           ==========
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, 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.



       Note #4: LEASE OBLIGATION 

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

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

       NOTE #4: Schedule of Short Term Notes Payable 

                                 Issue             Interest
                                  Date               Rate           Balance
  Unrelated Party            -------        ------     -------
  Demand Notes:                 01/10/90             20.000%        $12,579
                                06/12/90             14.453%         21,006
  Related Party                 06/30/95             15.00%          25,012
  Corporate COO                 06/29/95             15.00%          12,922
  Corporate COO                 08/04/95             25.00%           5,679
  Corporate CEO, 
    Demand Note                 10/31/95             21.00%          42,307

                                                    Total          $119,505




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

       The Company's Operating Expenses for the first quarter 1997 were 
$114,761, the Cost of Sales was $57,682 and Other Income/Expense netted 
$7,552.  These expenses total $179,995 or $59,998 per month.  Gross 
Revenues for  the first quarter  were $184,075 or $61,358 per month.  This 
equates to a $1,360 gain per month.  On January 31, 1997 the Company had 
$20,530 in Cash and $66,521 in Accounts Receivable - Trade for a total of 
$87,051. 

       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 1997 to January 1996 

       The Company's net revenue decreased from 1996.  The net gain for the 
first quarter  1997 of $4,080 is a decrease of $50,216 from 1996.  The 
revenue decrease  in 1997 was due to increased expenses.  Costs associated 
with auditing and filing the 1995 and 1996 10KSB and additional lease 
payments were the main causes for the decrease.   Working capital at 
January  31, 1997 amounted to $134,349 which was a $82,713 increase from 
the $51,636 in working capital at January 31, 1996.  An increase in 
Inventories and a decrease in  Short-Term Notes Payable were responsible 
for the change in working capital.        

       The Company's revenues from product sales (purified antigens) for 
the quarter ended January 31, 1997 were $184,075 or 4% more than the 
$176,244 in product sales for the quarter ended January 31, 1996.

       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 
February 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  February 26, 1997.

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