CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                             VITRO DIAGNOSTICS, INC.

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned,  being the Chairman and Assistant  Secretary of Vitro
Diagnostics,  Inc., a Nevada  corporation (the  "Corporation"),  do hereby sign,
verify and deliver in duplicate to the Secretary of State of the State of Nevada
this CERTIFICATE OF AMENDMENT.

     1.   The  Corporation's  Articles of  Incorporation  are hereby  amended by
          deleting Article IV thereof,  in its entirety and substituting in lieu
          thereof the following:

                                     CAPITAL

          The aggregate number of shares which this  Corporation  shall have the
          authority to issue is Five Hundred Million  (500,000,000)  shares,  of
          which no shares  shall be  preferred  stock and Five  Hundred  Million
          (500,000,000)  shares  shall be common  stock each with a par value of
          $.001 par value per share.  No share shall be issued until it has been
          fully paid for, and it shall thereafter be nonassessable.

     2.   This Certificate of Amendment was adopted by the undersigned Directors
          effective as of March 29, 1988.

     3.   The  increase  in  authorized  capital  of the  Corporation  was  duly
          approved by the  Corporation's  Board of Directors on February 8, 1988
          and by  the  Corporation's  stockholders  on  March  29,  1988  on the
          following basis:

          Shares Outstanding         Total Voted             Total Voted
                                        For                    Against

            35,033,286               18,525,399               577,900



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         IN  WITNESS  WHEREOF,  the  undersigned  officers  of  the  Corporation
executed this CERTIFICATE OF AMENDMENT of Vitro Diagnostics, Inc.

                                                /s/ Edward B. Williamson, III
                                                ------------------------------
                                                Edward B. Williamson, III,
                                                Chairman

                                                /s/ Roger Hurst
                                                ------------------------------
                                                Roger Hurst,
                                                Assistant Secretary

STATE OF COLORADO    )
                     ) ss.
COUNTY OF ARAPAHOE   )

     I, the undersigned, a Notary Public, hereby certify that on April 29, 1988,
the  above-named  officers  personally  appeared  before me and being first duly
sworn, declared that they are the persons who executed the foregoing document as
officers.

         WITNESS MY HAND AND OFFICIAL SEAL.

         My Commission Expires:     5/20/89
                                    -------

                                    /s/ Notary Public
                                    ----------------------------
                                    Notary Public

(S E A L)                           Address: 7430 E. Caley #300
                                             -------------------
                                             Englewood, CO 80111
                                             -------------------