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, 1996

                                         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 January 7, 1997, was 6,286,816.

PART I - FINANCIAL INFORMATION 

                           Vitro Diagnostics, Inc.
                               Balance Sheets


                                   Assets

                                                    (Unaudited)    (Audited)
                                                     April 30      October 31
                                                        1996              1995
    Current Assets
     Cash Equivalents                           $      24,763    $       9,076
     Accounts Receivable                               81,045           59,776
     Inventories                                      142,923          120,697
     Prepaid Expense                                   65,424           60,145
                                                    ------------  ------------
         Total Current Assets                         314,155          249,695
                                                    ------------  ------------

    Property,  Plant  and  Equipment
     Leasehold Improvements                            11,885           11,885
     Office Equipment & Furniture                      17,688           17,688
     Lab & EDP Hardware & SW                          167,275          163,314
                                                    ------------  ------------
         Total Cost                                   196,848          192,887
     Less Depreciation                               (152,664)        (145,596)
                                                    ------------  ------------
         Net Property & Equipment                      44,184           47,291
                                                    ------------  ------------
    Other  Assets
     Deposits                                           9,585            7,890
     Intangible Assets                                    (40)               0
                                                    ------------  ------------
    Total Other Assets                                  9,545            7,890
                                                    ------------  ------------
    Total Assets                                      367,884      $   304,877
                                                      =======          =======



                          Vitro Diagnostics, Inc. 
                               Balance Sheets



                     Liabilities & Stockholders Equity


                                                    (Unaudited)    (Audited)
                                                     April 30       October 31
                                                        1996              1995
    Current Liabilities
     Accounts Payable                          $      118,665    $     105,813
     Salaries & Wages Payable                               0                0
     Payroll Taxes Payable                             13,573            8,443
     Accrued Expenses                                   2,724            2,724
     Notes Payable - Short Term                       112,039          139,020
                                                   ------------    ------------
        Total Current Liabilities                     247,001          256,000
                                                   ------------    ------------



    Shareholders' Equity
     Common Stock:  500,000,000 Shares
        Authorized; par $.001;
        6,036,816 shares outstanding
        at 04/30/96 and 5,779,816
        outstanding at 04/30/95                       280,618          280,618
     Paid in Capital in Excess of Par               3,155,211        3,155,211
     Accumulated Deficit                           (3,314,946)      (3,386,952)
                                                   ------------    ------------
        Total Shareholders' Equity                    120,883           48,877
                                                   ------------    ------------
    Total Liabilities and
      Shareholders' Equity                     $      367,884          304,877
                                                      =======          =======

 

                          Vitro Diagnostics, Inc. 
                          Statement of Operations 
                                (Unaudited) 

<TABLE>
<S>                                                <C>        <C>              <C>      <C>
                                                   Three Months Ended          Six Months Ended
                                                   April  30,                  April 30,
                                                   1996       1995             1996     1995
                                                   ---------  ---------        -------  --------
    Revenue
     Product Sales                                  185,953     87,932         362,197  207,038
                                                   ---------  ---------        -------  --------
        Gross Revenue                               185,953     84,932         362,197  207,038

    Cost of Sales
        Product                                      58,629     23,750         102,284   88,237
                                                   ---------  ---------        -------   -------
        Total Cost of Sales                          58,629     23,750         102,284   88,237
                                                   ---------  ---------        -------   -------
        Gross Profit                                127,324     61,182         259,913  118,801
                                                   ---------  ---------        -------  --------

    Operating Expenses
     Selling, General & Admin                        87,797    108,164         145,351  316,551
     Research and Development                        12,913     16,611          26,317   45,580
                                                   ---------  ---------        -------  --------
        Total Expenses                              100,710    108,164         171,668  362,131
                                                   ---------  ---------        -------  --------
        Gain (Loss) from Operations                  26,614    (46,982)         88,245 (243,330)
                                                   ---------  ---------        -------  --------

    Other Income (Expense)
     Other Income                                               24,320
     Interest Expense                                (8,903)      (745)       (16,239)   (1,749)
                                                   ---------  ---------       --------  ---------
        Total Other Income & Expense                 (8,903)    23,575        (16,239)   (1,749)
                                                   ---------  ---------       --------  ---------

        Net Gain (Loss)                            $ 17,711     23,407         72,006  (218,382)
                                                    =======     ======         ======  ======= 
       Gain (Loss) Per Share of Common Stock
           (6,036,816 Shares outstanding
           at 04/30/96and 5,779,816
           outstanding at 04/30/95)                   $0.01     ($0.01)         $0.01    ($0.04)
                                                      ========  =======        ========  =======


</TABLE>
Vitro Diagnostics, Inc.
 Statements of Cash Flows
<TABLE>
<S>                                                  <C>                 <C>       
                                                     Six Months          Twelve Months 
                                                     Ending 01/31/96     Ending 10/31/95
                                                     (Unaudited)         (Audited)
                                                     April 30,           October 31,
                                                     1996                1995
                                                     ------------        ------------
    Cash Flows from Operating Activities
    Net Income (Loss)                             $       72,006                (437,865)
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                          7,068                  20,572
      Write Down of Patents                                   40                     728
       Expenses Incurred for Stock                                                 102,424
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                              (21,269)                 47,922
        Inventories                                      (22,226)                  5,511
        Prepaid Expenses                                  (5,279)                    592
        Deposits                                          (1,695)                 (3,611)
      (Decrease) increase in-
        Accounts Payable                                  12,852                  75,512
        Payroll Taxes Payable                              5,130                   1,868
        Accrued Expenses                                       0                     277   
                                                      ------------             ------------
     Net Cash Provided by Operating Activities            46,627                (186,070)
                                                      ------------             ------------
    Cash Flows From Investing Activities
      Capital Expenditures                                (3,961)                (10,292)
      Note Receivable Officer                                  0                  13,167
                                                      ------------             ------------
    Net Cash Provided by Financing Activities             (3,961)                  2,875
                                                      ------------             ------------
    Cash Flows from Financing Activities
      Increase (Decrease) in Short Term Notes Payable    (26,981)                 76,905 
      Increase (Decrease) in Notes Payable, Bank                                  30,000
      Deferred Offering Costs                                                        38,798 
      Proceeds from Issuance of Common Stock                                         30,120
                                                       ------------             ------------
      Net Cash from Investing Activities                 (26,981)                175,823
                                                       ------------             ------------
      Net Increase (Decrease) in Cash                     15,685                  (7,372)
      Cash Beginning                                       9,078                  16,450
                                                       ------------             ------------
      Cash Ending                                 $       24,763                   9,078
                                                       ============             ========
</TABLE>




 
                                           Vitro Diagnostics, Inc. 
                                      Notes to the Financial Statements 
                                          April 30, 1996 (Unaudited) 

Basis of Presentation

The information for the six months ended April 30, 1996 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: 
                                                      04-30-96
                                                      ------------
     Finished Goods                                    $69,462
     Goods in Process                                   76,461
     Raw Materials                                           0
                                                      ----------
                                                      $142,923
                                                      ==========
  

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, 1995, 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     $11,550     $321,484
          1989           2004        783,474                  783,474
          1990           2005        480,296                  480,296
          1991           2006         21,321                   21,321
          1995           2010        386,84                   386,846
                                                            -----------
                                                           $1,993,421


 
       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.


       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 #3: LEASE OBLIGATION 

The Company's lease at 8100 Southpark Way expires on December 31, 1996.  
Current  lease payments are  $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           20.00%               $10,841
                           06/12/90           14.453%               18,860
  Related Party             6/30/95           15.00%                22,366
  Corporate COO             6/29/95           20.00%                16,278
  Corporate CEO,
     Demand Note           10/31/95           21.00%                43,694

                                       Total                      $112,039




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

The Company's Operating Expenses for the first six moths ending April 30, 1996 
$171,668,  the Cost of Sales was $102,284 and Interest Expense was $16,239.  
These expenses total $290,191 or $48,365 per month.  Gross Income   for  this 
period $362,197or $60,366 per month.  This equates to a $12,001 gain per month.
On April 30, 1996 the Company had $24,763 in Cash and $81,045 in Accounts 
Receivable - Trade for a total of $105,808. 

                                
 Comparison of 3 Month Periods April  1996 to April 1995 

The Company's net revenue increased from 1995.  The net gain for  this  quarter
1996 of $54,296 is an increase of $77,700 from 1995.  This gain in 1996 was due
to increased product sales.  Working capital at April 31, 1996 amounted to 
$67,154 which was a $52,500 decrease from the $119,654 in working capital at 
April 30, 1995.  An increase in  Short-Term Notes Payable was responsible for 
the change in working capital.  These changes to working capital were a direct 
result of decreased product sales in 1995. 
      
The Company's revenues from product sales (purified antigens) for the three 
months ended April 30, 1996 were $185,953 or 52% more than the $122,106 in 
product sales for the three months ended April 30, 1995.

Total milligram quantities of all products sold for the three months ended 
April 30, 1996 equaled 638 as compared to 411 milligrams sold during the 
three months ended April 30, 1995.


Comparison of  Six Month Periods April 1996 to April 1995

The net Gain for the first six months of 1996 of $72,006 was an increase of 
$290,388 over the $218,382 loss in 1995.

The company's revenues from product sales for the six months ended April 30, 
1996, were 362,197 or 75% more than the $207,038 in product sales for the six 
months ended April 30, 1995. 

Total milligram quantities of all products sold for the six months ended April 
30, 1996 equaled 1,179 as compared to 878 milligrams sold during the six months
ended April 30, 1995.  


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH 
ACCOUNTANTS ON  ACCOUNTING AND FINANCIAL DISCLOSURE 

       Effective October 9, 1996, L. K. Denton and Co., P.C. resigned as the 
Registrant's independent accountants.  Effective October 9, 1996, the 
Registrant hired Larry O'Donnell, CPA, P.C., 2851 South Parker Road, Suite 
1040, Aurora, Colorado 80014, (303-745-4545), as their new accounting  firm.

       There were no adverse opinions, disclaimer of opinions, or modification 
of opinion as to uncertainty, audit scopes or accounting principles issued by 
such accountant for either of the two most recent years.

       The change of accountants was approved by the Registrant's board of 
directors.

       During the two most recent fiscal years there were no disagreements 
with the former accountant on any matter of accounting principles or 
practices, financial statement disclosure, or auditing scope or procedure.

       During the two most recent fiscal years the auditors had not advised 
the Registrant that the internal controls necessary to develop reliable 
financial statements did not exist.  Nor have the auditors advised the 
Registrant that information had come to their attention that led them to no 
longer be able to rely on management's representations, or that had made them 
unwilling to be associated with the financial statements.

       No information came to the auditor's attention that they would have 
concluded materially impacts the fairness or reliability of any previous 
financial statement.

       The Registrant did not consult with the new auditor for any reason 
during the last two fiscal years.


                                  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 
January 13, 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  January  13, 1997.

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