FORM 10-QSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

(X)     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarter ended January 31, 2004

        OR

( )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OR 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. Identification No.)
incorporation or organization)

12635 E. Montview Blvd., Aurora, Colorado                      80010
-----------------------------------------                      -----
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (720) 859-4120
                                                     --------------

     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 ___

     The number of shares outstanding of the issuer's class of common equity as
of January 31, 2004 was 9,594,305.


<PAGE>


                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                          Page
                                                                          ----

Item 1.   Condensed Balance Sheet, January 31, 2004 (unaudited)            3

          Condensed Statements of Operations for the three
          months months ended January 31, 2004 and 2003
          (unaudited)                                                      4

          Condensed Statements of Cash Flows for the three
          months ended January 31, 2004 and 2003 (unaudited)               5

          Notes to the Condensed Unaudited Financial Statements            6

Item 2.   Management's Discussion and Analysis or Plan of
          Operation                                                        9

PART II - OTHER INFORMATION

Item 3.   Controls and Procedures                                         11
Item 5.   Other Information                                               11

Signatures                                                                11

Item 6.   Index to Exhibits                                               12

                                       2
<PAGE>


Part I. Item 1. Financial Information
-------        ----------------------

                            VITRO DIAGNOSTICS, INC.

                            Condensed Balance Sheet
                                  (Unaudited)

                                January 31, 2004

ASSETS
Current assets:
      Cash .....................................................    $     1,761
      Inventory ................................................          1,297
      Prepaid expenses .........................................          3,744
                                                                    -----------
                                            Total current assets          6,802

Equipment, net .................................................          5,696
Patents, net ...................................................         25,408
Deferred intellectual property costs ...........................         62,045
                                                                    -----------

                                                                    $    99,951
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
      Current maturities on capital lease obligation (Note F) ..    $     3,327
      Accounts payable .........................................         11,802
      Indebtedness to officer (Note B) .........................          3,395
      Note payable (Note E) ....................................          5,375
      Note payable to officer (Note B) .........................         40,000
      Accrued interest payable to officer (Note B) .............          3,425
      Accrued payroll (Note B) .................................        100,989
      Lines of credit (Note D) .................................         43,488
                                                                    -----------
                                       Total current liabilities        211,801

Long-term debt:
      Capital lease obligation, less current
      maturities (Note F) ......................................          5,479
                                                                    -----------
                                               Total liabilities        217,280
                                                                    -----------


Shareholders' deficit (Note G):
      Preferred stock ..........................................           --
      Common stock .............................................          9,594
      Additional paid-in capital ...............................      4,382,005
      Loan to officer to exercise stock options ................         (3,115)
      Stock options - 820,864 outstanding ......................          8,003
      Retained deficit .........................................     (4,513,816)
                                                                    -----------

                                     Total shareholders' deficit       (117,329)
                                                                    -----------


                                                                    $    99,951
                                                                    ===========


       See accompanying notes to unaudited condensed financial statements

                                       3

<PAGE>


                           VITRO DIAGNOSTICS, INC.

                     Condensed Statements of Operations
                                 (Unaudited)

                                                         Three Months Ended
                                                            January 31,
                                                    ----------------------------
                                                       2004            2003
                                                    -----------     ------------
Operating expenses:
     Selling, general and administrative .......    $     9,970     $    18,857
     Research and development ..................         27,609          24,632
                                                    -----------     -----------
                        Total operating expenses         37,579          43,489
                                                    -----------     -----------
                                  Operating loss        (37,579)        (43,489)

Other income (expense):
     Consulting fees ...........................           --            10,000
     Interest income, officer loan (Note B) ....             64             133
Interest expense ...............................         (2,792)         (1,026)
                                                    -----------     -----------
                        Loss before income taxes        (40,307)        (34,382)

Provision for income taxes (Note C) ............           --              --
                                                    -----------     -----------

                                        Net loss    $   (40,307)    $   (34,382)
                                                    ===========     ===========


Basic and diluted loss per common share ........    $     (0.00)    $     (0.00)
                                                    ===========     ===========


Basic and diluted weighted average
     common shares outstanding .................      9,594,305       9,238,750
                                                    ===========     ===========


       See accomanying notes to unaudited condensed financial statements

                                       4

<PAGE>
<TABLE>
<CAPTION>


                                               VITRO DIAGNOSTICS, INC.

                                           Condensed Statements of Cash Flows
                                                      (Unaudited)

                                                                                                          Three Months Ended
                                                                                                              January 31,
                                                                                                     ------------------------------
                                                                                                       2004                  2003
                                                                                                     --------              --------
 <S>                                                                                                  <C>                   <C>
                                                   Net cash used in operating activities             $(14,790)             $ (5,914)
                                                                                                     --------              --------

Cash flows from investing activities:
     Property and equipment purchases ..................................................                 (601)                 --
     Payments for deferred costs .......................................................                 --                  (2,678)
                                                                                                     --------              --------
                                                   Net cash used in investing activities                 (601)               (2,678)
                                                                                                     --------              --------

Cash flows from financing activities:
     Proceeds from exercised stock options (Note G) ....................................               10,000                  --
     Proceeds from line of credit ......................................................                8,600                 1,800
     Principal payments on line of credit ..............................................                 (706)                  (91)
     Principal payments on capital lease ...............................................                 (742)                 (620)
                                                                                                     --------              --------
                                     Net cash provided by (used in) financing activities               17,152                 1,089
                                                                                                     --------              --------

Net change in cash .....................................................................                1,761                (7,503)
Cash, beginning of period ..............................................................                 --                   7,503
                                                                                                     --------              --------

                  Cash, end of period ..................................................             $  1,761              $   --
                                                                                                     ========              ========

Supplemental disclosure of cash flow information:
   Cash paid during the periodfor:
        Interest .......................................................................             $  1,859              $  1,026
                                                                                                     ========              ========
        Income taxes ...................................................................             $   --                $   --
                                                                                                     ========              ========


                            See accompanying notes to unaudited condensed financial statements

                                                          5
</TABLE>

<PAGE>


                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements

Note A:  Basis of Presentation

The condensed financial statements presented herein have been prepared by the
Company in accordance with the instructions for Form 10-QSB and the accounting
policies in its Form 10-KSB for the year ended October 31, 2003 and should be
read in conjunction with the notes thereto.

In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (consisting only of normal recurring
adjustments) which are necessary to provide a fair presentation of operating
results for the interim periods presented. The results of operations presented
for the three months ended January 31, 2004 are not necessarily indicative of
the results to be expected for the year.

Financial data presented herein are unaudited.

Note B:  Related Party Transactions

Indebtedness to officer

During the three months ended January 31, 2004, the Company's president paid
$3,395 in expenses on behalf of the Company, which remained unpaid as of January
31, 2004. The $3,395 is included in the accompanying condensed financial
statements as "indebtedness to officer".

Notes payable

During September 2003, the president loaned the Company $10,000 for working
capital. The note matures in August 2005 and carries a 10 percent interest rate.
Accrued interest payable on the loan totaled $417 at January 31, 2004. In
addition, in accordance with the terms of the note, the Company granted the
president options to purchase 125,000 shares of the Company's common stock with
an exercise price equal to the common stock market value on the date of grant,
or $.04 per share.

During May 2003, the president loaned the Company $10,000 for working capital.
The note matures in May 2005 and carries a 10 percent interest rate. Accrued
interest payable on the loan totaled $708 at January 31, 2004. In addition, in
accordance with the terms of the note, the Company granted the president options
to purchase 125,000 shares of the Company's common stock with an exercise price
equal to the common stock market value on the date of grant, or $.04 per share.

On August 23, 2002, the Company's president loaned the Company $20,000 for
working capital in exchange for a promissory note. The note carries an eight
percent interest rate and matured on August 23, 2003. The note is currently in
default. Principal unpaid as of August 23, 2003 accrues interest at ten percent.
Accrued interest totaled $2,300 at January 31, 2004. The note is collateralized
by a first lien on the Company's patents related to FSH purification. In
addition, in accordance with the terms of the note, the Company granted the
president options to purchase 133,333 shares of the Company's common stock with
an exercise price equal to the common stock market value on the date of grant,
or $.075 per share. The options were exercised in November 2003 (see Note E).


                                       6

<PAGE>


                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements

Accrued salary

During May 2002, the Company began accruing its president's salary due to a lack
of working capital. The president's unpaid salary totaled $100,989 as of January
31, 2004 and is included in the accompanying condensed financial statements as
"accrued salaries".

Officer loan

During May 2002, the Company's Board of Directors approved a $14,000 loan to the
vice president of the Company. The loan was used to exercise options to purchase
200,000 shares of the Company's common stock. The loan carries a five percent
interest rate and matures on May 8, 2004. The Company is holding stock
certificates in the name of the officer, totaling 116,700 shares of common
stock, as collateral for the loan. During the period from May 1, 2002 through
January 31, 2004, the vice president earned $11,700 in compensation, which was
allocated against the balance due on the loan. At January 31, 2004, the
principal and related accrued interest owed on the loan totaled $2,300 and $815,
respectively.

Note C:  Income Taxes

The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months ended January 31, 2004 resulting in
a deferred tax asset. The net deferred tax asset was fully allowed for through
the valuation allowance, therefore the net benefit and expense result in $-0-
income taxes.

The valuation allowance will be evaluated at each balance sheet date,
considering positive and negative evidence about whether the asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax asset is no longer
impaired and the allowance is no longer required.

Note D:  Lines of Credit

The Company has a $10,000 line of credit of which $447 was unused at January 31,
2004. The interest rate on the credit line was thirteen percent at January 31,
2004. Principal and interest payments are due monthly.

The Company also has five credit cards with a combined credit limit of $66,000,
of which $32,065 was unused at January 31, 2004. The interest rates on the
credit cards range from 2.9 percent to 19.8 percent as of January 31, 2004.

Note E:  Note Payable

During August 2003, the Company converted liabilities owed to its attorney into
an $8,096 promissory note. The note carries a 10 percent interest rate and is
payable at the rate of $500 per month. As of January 31, 2004, the Company owed
$5,375 on the note. The note matures in January 2005.


                                       7

<PAGE>


                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements

Note F:  Capital Lease

On May 22, 2001, the Company entered into a capital lease agreement to acquire
computer and laboratory equipment. The Company is obligated to make 60 monthly
payments of $388 under the lease. Future maturities of the capital lease
obligation are as follows:

          Year ended October 31,
          ----------------------

               2004 .................................     $  3,492
               2005 .................................        4,657
               2006 .................................        2,716
                                                          --------
                                                            10,865
            Less: imputed interset ..................       (2,059)
                                                          --------
            Present value of net minimum
              lease payments ........................     $  8,806
                                                          ========

The president of the Company has personally guaranteed the lease obligation.

Note G:  Shareholders' Deficit

Following is a schedule of changes in shareholders' deficit for the three months
ended January 31, 2004:

<TABLE>
<CAPTION>

                                                                              Loan to                    Deficit
                                                                             Officer to                 Accumulated
                                          Common stock        Outstanding     Exercise      Additional    During
                                    -----------------------      Stock         Stock         Paid-In    Development
                                      Shares       Amount       Options       Options        Capital       Stage           Total
                                    ---------   -----------   -----------   -----------    -----------   -----------    ------------

<S>                                 <C>         <C>           <C>           <C>            <C>           <C>            <C>
Balance, November 1, 2003 .....     9,460,972   $     9,461   $     8,003   $    (8,651)   $ 4,372,138   $(4,473,509)   $   (92,558)
Exercised common stock
    options ($.075 per share) .       133,333           133          --            --            9,867          --           10,000
Officer compensation
    charged against the
    loan to former officer ....          --            --            --           5,600           --            --            5,600
Interest accrued on former
    officer's equity loan .....          --            --            --             (64)          --            --              (64)
Net loss for the three months
    ended January 31, 2004 ....          --            --            --            --             --         (40,307)       (40,307)
                                  -----------   -----------   -----------    -----------   -----------    -----------   -----------
      Balance, January 31, 2004     9,594,305   $     9,594   $     8,003   $    (3,115)   $ 4,382,005   $(4,513,816)   $  (117,329)
                                  ===========   ===========   ===========    ===========   ===========    ===========   ===========
</TABLE>

On November 14, 2003, the Company's president paid $10,000 to exercise options
to purchase 133,333 shares of the Company's common stock. Following the
transaction, the Company had 820,864 options outstanding and exercisable.

                                       8

<PAGE>

ITEM 2.  Management's Discussion and Analysis or Plan of Operation

Introduction
------------

     This section discusses the financial condition and results of operation of
Vitro Diagnostics, Inc. (the "Company") at January 31, 2004 and for the
three-month periods ending January 31, 2004 and 2003. This information should be
read in conjunction with the information contained in the Company's Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2003, including the
audited financial statements and notes contained therein.

     Certain statements contained herein and subsequent oral statements made by
and on behalf of the Company may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation, statements regarding the
Company's plan of business operations, potential contractual arrangements,
receipt of working capital, anticipated revenues and related expenditures.
Factors that could cause actual results to differ materially include, among
others, acceptability of the Company's products in the market place, general
economic conditions, receipt of additional working capital, the overall state of
the biotechnology industry and other factors set forth in the Company's Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2003 under the
caption, "Risk Factors." Most these factors are outside the control of the
Company. Investors are cautioned not to put undue reliance on forward-looking
statements. Except as otherwise required by applicable securities statutes or
regulations, the Company disclaims any intent or obligation to update publicly
these forward looking statements, whether as a result of new information, future
events or otherwise.


Liquidity and Capital Resources

     The Company continues to have a shortage of working capital and liquidity.
At January 31, 2004, the Company had a working capital deficit of $204,999,
consisting of current assets of $6,802 and current liabilities of $211,801. This
represents a decrease in working capital of $25,845 from fiscal year end October
31, 2003. The decrease in working capital represents cash spent on, as well as
liabilities accrued for, operations during the first three months of this fiscal
year. Current assets increased by $1,761 and current liabilities increased by
$27,606 in the quarter ended January 31, 2004. The Company continues to operate
with limited cash through predominantly debt and equity financing. The Company
reported an $117,329 deficit in shareholder's equity at January 31, 2004.

     During the three months ended January 31, 2004, the Company's operations
provided cash from financing activities. During that time, the Company's
operations used $14,790 compared to the use of $5,914 cash by the operations
during the three months ended January 31, 2003. The Company reported an overall
increase in cash for the first three months of 2004 of $1,761 that was $9,264
greater than the decrease in cash for the first three months of 2003. The use of
cash reflects minimum cash requirements of about $5,000/month for operations
while the cash from financing activities was obtained from debt and equity
financing activities. Cash requirements for operations has been cut to a minimum
level by previous cost reduction measures and is unlikely to be further reduced
without additional curtailment or suspension of operations.

                                       9
<PAGE>


     The Company has about $25,000 in available debt funds at the present time.
Based on present expenditure levels and assuming no additional equity funding or
revenues, management believes that there is sufficient capital to maintain
operations at the present level through approximately June 30, 2004.

     The Company continues to pursue various activities to obtain additional
capitalization, as described in greater detail in the Company's Annual Report on
Form 10-KSB for the fiscal year ended 2003. A primary focus is the sale of the
VITROCELL(TM) product line and the Company is in contact with several interested
parties including a possible distributor of these products. The Company recently
completed additional evaluations of its cell line offerings that management
believes will increase marketability of the VITROCELL(TM) product line. The
Company is pursuing other alternatives to increase capital resources including
out-licensing of its proprietary technology, equity and debt capitalization, and
collaborative agreements with third parties owning related technology. The
Company may consider other alternatives to increase its capital resources such
as merger with revenue-generating private entities, sale of assets or other
transactions that may be appropriate.

Results of Operations

     During the three months ended January 31, 2004, the Company realized a net
loss of $40,307, which was less than $0.01 per share, on no revenue. The net
loss was $5,925 more than the net loss for the first quarter ended January 31,
2003. The Company had previously curtailed its operations substantially and now
has one full-time employee. Total operating expenses were $5,910 less in the
first quarter 2004 than the comparable period in 2003. However, additional
interest expense and reduced additional income resulted in the slight increase
in net loss for the first quarter of 2004 compared to the first quarter of 2003.

     Research and development expenses were $27,609 for the first quarter of
fiscal 2004 and this reflects an increase of $2,977 compared to R&D expenses
during the same period in 2003. Current R&D activities are focused on the
development of additional products to add to the VITROCELL(TM) product line and
to support of the marketing and sales of the VITROCELL(TM) product line. The
VITROCELL(TM) product line consists of human cell lines and related products
that were derived through prior R&D activities by the Company based upon its
patented cell immortalization technology. A more detailed discussion of the
VITROCELL(TM) product line is contained within the Company's Form 10KSB for
fiscal year 2003. The Company is now focused on the developed insulin-producing
human beta cell lines for use in research efforts to extend cell therapeutic
approaches to the treatment of type I diabetes. There have been significant
advances in the use of beta islet transplants to treat Type I diabetes and the
Company's R&D efforts are directed towards providing cell lines for further
research uses and eventually, for possible use as a source of beta cells for
transplantation.

                                       10
<PAGE>


                           PART II. OTHER INFORMATION

Item 3.  Controls and Procedures

     We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. Management has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
that evaluation, the Chief Executive Officer concluded that our controls and
procedures were effective in timely alerting to material information required to
be included in our periodic filings with the Securities and Exchange Commission.
No significant changes were made to our internal controls or other factors that
could significantly affect those controls subsequent to the date of their
evaluation.

Item 5.  Other Information

     In an effort to conserve available working capital, the Company has
determined to postpone its annual meeting of shareholders for the indeterminate
future.



                                   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 March 15, 2004.

                                     Vitro Diagnostics, Inc.



                                     By: /s/  James R. Musick
                                         ---------------------------------------
                                              James R. Musick, President,
                                              Chief Executive and Principal
                                              Financial Officer

                                       11
<PAGE>




Item 6.  Index to Exhibits


Exhibit
Number         Description
------         -----------

  31        Rule 13a-14 Certification
  32        Section 906 Certification


                                       12