U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)      Quarterly report under Section 13 of 15(d) of the Securities Exchange
         Act of 1934.

For the quarterly period ended MAY 31, 1997 or

( )      Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from __________ to __________.
 

Commission file number    0-19866

                            CELOX LABORATORIES, INC.
                      (Exact name of small business issuer
                          as specified in its charter)

           MINNESOTA                                          36-3384240
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification Number)

1311 HELMO AVENUE, OAKDALE MN                          55128
(Address of principal executive offices)             (Zip Code)


Issuers telephone number, including area code: (612) 730-1500


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Act of 1934 during the past 12 months (or
for such shorter periods that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                              Yes __X__   No ____

State the number of shares outstanding of each the issuer's classes of common
equity, as of the latest practicable date.

THE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OUTSTANDING ON
JUNE 30, 1997 WAS 2,742,169.

Transitional small business format disclosure:

                               Yes ____   No __X__



                                Table of Contents

                            CELOX LABORATORIES, INC.

                              Report on Form 10-QSB
                            for fiscal quarter ended
                                  May 31, 1997


PART I -- FINANCIAL INFORMATION                                         Page
                                                                        ----

         ITEM 1.  Financial Statements

                   Balance Sheet as of August 31, 1996
                      and May 31, 1997                                   3

                   Statement of Operations -- Three months ended
                      May 31, 1997 and May 31, 1996, and nine
                      months ended May 31, 1997 and May 31, 1996         5

                   Statement of Changes in Shareholders' Equity
                      for the year ended August 31, 1996 and the
                      nine months ended May 31, 1997                     6

                   Statement of Cash Flows -- Nine months ended
                      May 31, 1997 and May 31, 1996                      7

                   Notes to Financial Statements                         8


         ITEM 2.  Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations               10


PART II -- OTHER INFORMATION                                             16




CELOX LABORATORIES, INC.
BALANCE SHEET

                                                     May 31,         August 31,
ASSETS                                                1997              1996
                                                  -----------       -----------
CURRENT ASSETS
    Cash and cash equivalents                     $   499,879       $   420,222
    Certificates of deposit                           737,212           968,663
    Trade receivables                                  22,691            91,802
    Investor settlement receivable - current                0            57,328
    Accrued interest receivable                        13,244            19,002
    Inventories                                        49,695            74,372
    Prepaid expenses                                    4,336               814
                                                  -----------       -----------

                   Total current assets             1,327,057         1,632,203
                                                  -----------       -----------


INVESTOR SETTLEMENT RECEIVABLE                         22,446            22,446


EQUIPMENT AND LEASEHOLD IMPROVEMENTS
    Laboratory and production equipment               204,882           204,882
    Office furniture and equipment                     78,764            78,764
    Leasehold improvements                            115,558            64,390
                                                  -----------       -----------
                                                      399,204           348,036
    Less accumulated depreciation                    (217,488)         (254,432)
                                                  -----------       -----------

                                                      181,716            93,604
                                                  -----------       -----------

         TOTAL ASSETS                             $ 1,531,219       $ 1,748,253
                                                  ===========       ===========



CELOX LABORATORIES, INC.
BALANCE SHEET

                                                     May 31,         August 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                  1997              1996
                                                  -----------       -----------


CURRENT LIABILITIES
    Accounts payable                              $    27,757       $    29,748
    Accrued liabilities                                32,511            34,225
    Bank note payable-current                           3,694                 0
                                                  -----------       -----------

                   Total current liabilities           63,962            63,973
                                                  -----------       -----------


BANK NOTE PAYABLE                                      95,074                 0


SHAREHOLDERS' EQUITY
    Common stock                                       27,422            27,422
    Additional contributed capital                  5,251,756         5,251,756
                                                  -----------       -----------

                                                    5,279,178         5,279,178
    Accumulated deficit                            (3,906,995)       (3,594,898)
                                                  -----------       -----------

                   Total shareholders' equity       1,372,183         1,684,280
                                                  -----------       -----------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $ 1,531,219       $ 1,748,253
                                                  ===========       ===========

      See Notes to Financial Statements.



<TABLE>
<CAPTION>

CELOX LABORATORIES, INC.
STATEMENT OF OPERATIONS

                                              Three months ended                  Nine months ended
                                                    May 31,                             May 31,
                                        -----------------------------       -----------------------------
                                            1997              1996              1997              1996

REVENUES
<S>                                    <C>               <C>               <C>               <C>        
    Net sales                           $    37,809       $    76,462       $   163,546       $   325,694
                                        -----------       -----------       -----------       -----------
    Cost of products sold                    31,816            39,263            93,710           149,484
                                        -----------       -----------       -----------       -----------

GROSS MARGIN                                  5,993            37,199            69,836           176,210
                                        -----------       -----------       -----------       -----------

OPERATING EXPENSES
    Research and development                 14,724            32,582            48,966           112,108
    Marketing and sales                      39,614            65,142           114,742           188,630
    Administrative                           69,468            81,906           244,097           235,689
                                        -----------       -----------       -----------       -----------

    Total operating expenses                123,806           179,630           407,805           536,427

OPERATING LOSS                             (117,813)         (142,431)         (337,969)         (360,217)

OTHER INCOME (EXPENSE)
    Interest and investment income           17,214            20,398            53,032            91,319
    Investment gain (loss)                        0                 0                 0            27,750
    Other income                                  0                 0             1,041                 0
    Interest expense                           (701)                0              (701)                0
    Legal settlement                        (27,500)                0           (27,500)                0
                                        -----------       -----------       -----------       -----------

    Total other income (expense)            (10,987)           20,398            25,872           119,069


NET LOSS                                $  (128,800)      $  (122,033)      $  (312,097)      $  (241,148)
                                        ===========       ===========       ===========       ===========


LOSS PER COMMON SHARE                   $     (0.05)      $     (0.04)      $     (0.11)      $     (0.09)
                                        ===========       ===========       ===========       ===========

WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING             2,742,169         2,742,169         2,742,169         2,742,169
                                        ===========       ===========       ===========       ===========

See Notes to Financial Statements.

</TABLE>


<TABLE>
<CAPTION>

CELOX LABORATORIES, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


                                                Common Stock            Additional                     Unrealized  
                                         -------------------------       Paid-in        Accumulated    Gain on Inv.
                                          Shares          Amount         Capital          Deficit     Avail. for Sale      Total
                                         ---------      ---------      -----------      -----------   ---------------   -----------
<S>                                     <C>            <C>            <C>              <C>               <C>           <C>
BALANCE AT AUGUST 31, 1994               2,764,669      $  27,647      $ 5,268,681      ($2,864,260)              0     $ 2,432,068
                                         ---------      ---------      -----------      -----------       ---------     -----------

   Common stock repurchased                (22,500)          (225)         (16,925)                                         (17,150)
   Unrealized gains for the period                                                                           38,798          38,798
   Net loss for the period                                                                 (346,614)                       (346,614)
                                         ---------      ---------      -----------      -----------       ---------     -----------

BALANCE AT AUGUST 31, 1995               2,742,169      $  27,422      $ 5,251,756      ($3,210,874)      $  38,798     $ 2,107,102

   Net change in unrealized gains
     for the year                                                                                           (38,798)        (38,798)
   Net loss for the period                                                                 (384,024)                       (384,024)
                                         ---------      ---------      -----------      -----------       ---------     -----------

BALANCE AT AUGUST 31, 1996               2,742,169      $  27,422      $ 5,251,756      ($3,594,898)      $       0     $ 1,684,280

   Net loss for the period                                                                 (312,097)                       (312,097)
                                         ---------      ---------      -----------      -----------       ---------     -----------

BALANCE AT MAY 31, 1997                  2,742,169      $  27,422      $ 5,251,756      ($3,906,995)      $       0     $ 1,372,183

See Notes to Financial Statements.

</TABLE>


<TABLE>
<CAPTION>

CELOX LABORATORIES, INC.
STATEMENT OF CASH FLOWS


                                                                              Nine months ended
                                                                            May 31,         May 31,
                                                                             1997            1996
                                                                          ---------       ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>             <C>       
    Net loss for the period                                               ($312,097)      ($241,148)
                                                                          ---------       ---------
    Adjustments to reconcile net loss to
       net cash used in operating activities:
          Depreciation and amortization                                      27,446          35,788
          Deferred rent expense                                                (773)         (3,469)
          Changes in assets and liabliities:
             (Increase) decrease in:
                Accounts receivable                                          69,111         (85,462)
                Accrued interest receivable                                   5,758          10,353
                Inventories                                                  24,677         (14,859)
                Prepaid expenses                                             (3,523)            203
                Officer note receivable                                           0           4,000
             Increase (decrease) in:
                Accounts payable                                             (1,991)          2,748
                Accrued liabilities                                            (940)         (1,978)
                                                                          ---------       ---------

                Net cash used in operating activities                      (192,332)       (293,824)
                                                                          ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Maturity (Purchase) of bank certificates of deposit                     231,450        (766,839)
    Proceeds from sale of short-term investments held for sale                    0         728,538
    Proceeds from investor settlement receivable                             57,328               0
    Purchase of equipment and leasehold improvements                       (115,558)        (12,842)
                                                                          ---------       ---------

                Net cash from (used for) investing activities               173,220         (51,143)
                                                                          ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from bank note payable                                          98,769               0
                                                                          ---------       ---------

                Net cash from financing activities                           98,769               0
                                                                          ---------       ---------

                Net increase (decrease) in cash and cash equivalents         79,657        (344,967)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                                     420,222         919,404
                                                                          ---------       ---------

    End of period                                                         $ 499,879       $ 574,437
                                                                          =========       =========

See Notes to Financial Statements.

</TABLE>



CELOX LABORATORIES, INC,
NOTES TO FINANCIAL STATEMENTS                 May 31, 1997


NOTE A--BASIS OF PRESENTATION

     The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation have been
included.

     The organization and business of the Company, accounting policies followed
by the Company and other information are contained in the notes to the Company's
financial statements filed as part of the Company's August 31, 1996 Form 10-KSB.
This quarterly report should be read in connection with such annual report.


NOTE B--CASH AND CASH EQUIVALENTS

     For purposes of reporting the statements of cash flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.


NOTE C--SHORT-TERM INVESTMENTS

     The Company had invested excess cash in the Piper Jaffray Institutional
Government Income Portfolio Fund (Piper Fund). During the quarter ended February
29, 1996, the Company sold all remaining shares in this Fund.

     As an alternative to the Piper Fund, the Company has utilized bank
certificates of deposit. As of May 31, 1997 the Company had investments of
$737,212 in Certificates of Deposit. Certificates of deposit are made only with
the highest rated banks and less than $100,000 is deposited at any one bank. The
Company also utilizes a money market fund, which is restricted by its charter to
Tier 1 instruments, for a portion of its investments.


NOTE D--NOTES PAYABLE BANK

     During April, 1997 the Company borrowed $100,000 from a local bank with the
proceeds used for financing a portion of the tenant improvements in the
Company's new facility. The loan is secured by a certificate of deposit at this
bank. The interest rate for this loan, currently 7.5% , is tied to the
certificate of deposit rate. The loan will be paid off monthly over a five year
period.


NOTE E--REPURCHASE OF COMMON STOCK

     Effective July 30, 1993, the Board of Directors authorized the repurchase
of up to 300,000 shares of the Company's common stock in open market
transactions at prices not to exceed $1.75 per share. At May 31, 1997 the
Company had repurchased 136,700 shares at prices ranging from $0.85 to $1.58 per
share.


NOTE F--FACILITY LEASE AGREEMENT

     The Company's new facility is located at 1311 Helmo Avenue in Oakdale,
Minnesota (a suburb of St. Paul). A new Lease Agreement was executed on December
6, 1996 and calls for the lease of 9,500 square feet of office, laboratory and
warehouse space. The term of the lease is seven (7) years with an option to
renew for extended periods. Base rent for each of the seven (7) years is $73,725
plus charges for common area maintenance and other tenant expenses. The initial
lease payment commenced on April 1, 1997.


NOTE G--LOSS PER COMMON SHARE

     Loss per share is computed based upon the weighted average number of common
shares outstanding during the period. The Company has determined that under the
modified treasury stock method, there would be no change in earnings per share
due to outstanding common stock equivalents. Fully diluted and primary loss per
share are the same amounts for each of the periods presented.


NOTE H--RECLASSIFICATION

     Certain 1996 amounts have been reclassified to conform with the 1997
presentation. These reclassifications had no effect on net income (loss) as
previously reported.



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Introduction

     Celox Laboratories, Inc. ("Celox" or the "Company") is a biotechnology
company formed in 1985 that researches, develops, manufactures and markets cell
biology products used in the propagation of cells derived from mammals,
including humans, and other species. These specialized cell growth products are
used primarily in academic, pharmaceutical, diagnostic and other commercial
laboratories to improve the growth condition, productivity and quality of
cell-derived medical and other biological products such as vaccines, monoclonal
antibodies, interferons and human growth factor. The Company focuses primarily
on solving the fundamental problems associated in culturing cells with the use
of serum, which is derived from the whole blood of animals and humans. The
Company's research activities have resulted in proprietary technology which has
been used to commercialize its non-serum growth media, cell freezing solutions
and other cell biology products.

     Celox currently manufactures and markets over 30 products. Celox's
proprietary products consist of four serum replacement products, TCM,
TM-235(TM), TCH(TM), and VaxMax(TM) and a cell freezing medium, Cellvation(TM).
VaxMax(TM) was developed specifically for use in the production of veterinary
vaccines.

     Celox also manufactures ten basal media formulations, a series of buffered
salt solutions, other cell biology reagents and a variety of custom
formulations.

     An additional proposed product, ViaStem(TM), continues to undergo further
analysis in pre-clinical testing. This product was developed to improve the
preservation of critical cells (e.g. stem cells) which are required for bone
marrow transplantation. Other potential applications for ViaStem(TM) include the
preservation of umbilical cord blood and platelets. Currently, Memorial Blood
Centers of Minnesota and the University of Cincinnati's Hoxworth Blood Center
will be providing additional pre-clinical data on ViaStem(TM).

     During the quarter ended November 30, 1996, the Company received notice
from the United States Patent and Trademark Office (USPTO) that a patent for
ViaStem(TM) would be issued in early December, 1996. The actual patent was
received by the Company in the first week of December. The Company has also
filed the documents needed for an International Patent Application as required
by the Patent Cooperation Treaty.

     During February, 1996 the Company entered into an agreement with the
Department of the Army, Walter Reed Army Institute of Research (WRAIR) that
provides for a Cooperative Research and Development Agreement for Material
Transfer which encompasses the Company's ViaStem(TM) product.

     The Company has received its first Drug Master File classification from the
Food and Drug Administration (FDA) for TCM. This classification will expedite
the FDA approval process for customers who want to use the Company's TCM product
in the manufacture of drugs or drug substances for human use. The Company is in
the process of gaining similar status for its other proprietary products.

     In April, 1994 the Company entered into an agreement with American Type
Culture Collection (ATCC), Rockville, MD, the world's largest public archive of
living biological cultures and genetic materials. ATCC serves the international
scientific community by acquiring, preserving and distributing strains of the
most diverse collection of organisms and derivative biological materials in the
world. Under the agreement, ATCC will distribute cell lines adapted to the
Company's non-serum products as well as other associated products worldwide.
Orders for growth media under this agreement have continued during the current
fiscal year.

     During July of 1995, the Company completed a non-exclusive world-wide
distribution agreement with ICN Pharmaceuticals, Inc., Costa Mesa, CA. Under the
agreement, ICN is marketing Celox's TCM, TCH(TM), TM-235(TM) serum replacement
products as well as Cellvation(TM). Initial orders under this agreement were
shipped in the last quarter of fiscal 1995. Additional orders have been received
during the this fiscal year.

     The Company has also entered into an agreement with ICN to provide the rest
of the Company's products (except for ViaStem(TM)) to ICN for worldwide
distribution. The first shipment of these additional products occurred in the
third quarter.

     ICN manufactures and markets a broad range of prescription and
over-the-counter pharmaceuticals, medical diagnostic products and biotechnology
research products in North and Latin America, Eastern and Western Europe and the
Pacific Rim countries.

     Beginning in fiscal 1997, the Company is providing its proprietary products
to Sigma Chemical Company under a private label distribution agreement. The
first shipment under this agreement occurred during the quarter ended November
30, 1996.


Results of Operations

     The Company had recorded an Investor Settlement Receivable in the amount of
$133,000 on the Balance Sheet in order to reflect the expected settlement
proceeds from a class action lawsuit which was brought on behalf of investors in
the Piper Fund. In December, 1995, the District Court Judge approved the Class
Action Settlement. Payments from the Piper Fund have been received in accordance
with the schedule agreed upon in the settlement. As of May 31, 1997 the Investor
Settlement Receivable is $22,446.

     A separate Class Action lawsuit against the Fund's auditors, KPMG Peat
Marwick, had been certified by the Court. In March of 1997, the federal court in
Minnesota granted KPMG Peat Marwick's motion for partial summary judgement. The
effect of this decision was to dismiss all of the remaining federal claims
against KPMG Peat Marwick. Based on correspondence received from the plaintiff's
attorneys, an appeal of this decision will be made.

     During the quarter ended May 31, 1997, the Company had net sales of $37,809
which was an decrease of $38,653 or 51% from $76,462 reported in the same
quarter for the prior year. For the nine months ended May 31, 1997 net sales
totalled $163,546 versus $325,694 for the nine months ended May 31, 1996. This
represents a decrease of 50% from the previous period. The decrease between
years for the quarter results primarily from the timing of orders received from
a distributor. In addition, the Company moved into its new facility in April and
had to re-validate all of the production equipment which limited the production
of products during the third quarter. Both of these factors also contributed to
the decline between years for the comparable nine month periods.

     The Company had a net loss of $128,800 for the quarter ended May 31, 1997
compared to a net loss of $122,033 for the same period in the previous year. For
the nine month period, a net loss of $312,097 was incurred in fiscal 1997 as
compared to a net loss of $241,148 in fiscal 1996. On a per share basis, the
loss for the current quarter equalled 5 cents versus a 4 cent loss in the
comparable period in fiscal 1996. For the nine months ended May 31, 1997 the net
loss per share was 11 cents compared to a net loss of 9 cents per share in the
prior year.

     The cost of products sold was 84% of net sales for the three months ended
May 31, 1997, as compared to 51% of net sales for the three months ended May 31,
1996. For the nine month period, cost of products sold was 57% compared to 46%
during the same period in the previous fiscal year. The increase in the cost of
sales for each of the respective reporting periods is due primarily to lower
sales volume to cover fixed manufacturing costs. In addition, the current
quarter cost of sales was higher due to one-time start up costs associated with
the move to new facility. The mix of proprietary products versus standard
formulations will also affect comparisons between periods. Labor, raw materials
and other production costs have been consistently controlled in light of the
decline in sales for the periods.

     An operating loss of $117,813 was generated for the quarter ended May 31,
1997 compared to an operating loss of $142,431 for the same period in the
previous year. For the nine months ended May 31, 1997 the Company had an
operating loss of $337,969 versus a loss of $360,217 for the nine months ended
May 31, 1996. The decrease between years for both reporting periods is due to a
strict control of operating expenses in light of the lower sales volume.

     The Company received interest and investment income of $17,214 during the
quarter ended May 31, 1997 as compared to $20,398 in the prior year. Interest
and investment income for the nine month period was $53,032 in fiscal 1997
compared to $91,319 for the same period in 1996. Investment income is derived
primarily from the investment of the proceeds of the Company's March 1992
initial public offering. The decrease in investment income during both the
quarter and the nine month reporting period as compared to the previous year
results from reduced investment balances as the Company uses capital in its
operations as well as lower effective interest rates resulting from a transfer
of amounts from the Piper Fund into bank certificates of deposit. Additionally,
in the quarter ended November 30, 1995, the Company received special one-time
dividends paid out from the Piper Fund. This also contributes to the variance
for the nine month comparison.

     For the nine months ended May 31, 1997 the Company had no investment gains
compared to investment gains of $27,750 nine month period during the previous
fiscal year. In the prior year, gains were realized when shares of the Piper
Jaffray fund were sold.

     As was disclosed in previous sections of this Form 10-QSB, Piper Jaffray
and the Class Action Plaintiffs have agreed to settle a lawsuit which was
brought against the Piper Fund by investors. A lawsuit filed against the Fund's
auditors, KPMG Peat Marwick, is still being pursued by investors other than the
Company. An appeal of the decision of the federal court in Minnesota to grant
summary judgement to KPMG Peat Marwick will likely be made by the attorneys for
the plaintiffs. The Company has not filed a lawsuit nor has it decided if it
will join in any future class actions, but has not eliminated these options as a
possibility in the future.

     Operating expenses decreased $55,824 (31%) to $123,806 from $179,630 for
the quarter ended May 31, 1997 and decreased by $128,622 (24%) to $407,805 from
$536,427 for the nine months ended May 31, 1997 compared to the comparable
periods in the prior fiscal year. The decrease for both the three and nine month
periods as compared to the prior year is due to the timing and amount of
research and development expenditures as well as reduced marketing and sales
expenses offset by higher administrative expenditures for the nine month
results.

     Research and development costs decreased by $17,858 (55%) to $14,724 from
$32,582 in the current quarter as compared to the previous fiscal year. For the
comparative nine month periods, research and development expenses decrease by
$63,142 (56%) to $48,966 from $112,108. The decrease for both of the reporting
periods results from the timing of expenditures in the areas of salaries and
wages and patent expenses incurred in connection with the ViaStem(TM) product.
The Company expects the costs of research and development to fluctuate based on
the status of pre-clinical and clinical trials for ViaStem(TM).

     Marketing expenses decreased by $25,528 (39%) to $39,614 from $65,142 for
the quarter ended May 31, 1997 and by $73,888 (39%) to $114,742 from $188,630
for the nine months then ending as compared to the comparable periods in fiscal
1996. The decreases are attributable to the amount and timing of advertising,
promotional materials and trade show expenses between years. The Company has
instituted a focused advertising and marketing strategy and therefore expects
that marketing and sales expenses will increase during subsequent quarters as
programs and advertising materials are developed.

     Administrative expenses decreased by $12,438 (15%) for the quarter ended
May 31, 1997 compared to the previous fiscal year to $69,468 from $81,906. For
the nine months ended May 31, 1997 administrative expenses increased by $8,408
(4%) to $244,097 from $235,689 in the prior year.

The decrease in the current quarter is due to lower operating expenses in the
new facility along with strict cost controls. The increase between years for the
nine month period is primarily due to moving expenses incurred as part of the
Company's move to a new facility as well as increased legal expenditures.


Liquidity and Capital Resources

     Capital resources on hand at May 31, 1997 include cash and short-term
investments of $1,237,091 and net working capital of $1,263,095. This represents
a decrease of $151,794 (11%) in cash and short-term investments and a decrease
of $305,135 (19%) in net working capital as compared to August 31, 1996.

     The lease for the Company's facilities terminated in October, 1996. A new
facility has been completed in Oakdale, Minnesota, a suburb of St. Paul. The
Company is leasing approximately 9,500 square feet of office laboratory and
warehouse space in this facility. The Company moved into the Oakdale facility
during March, 1997. In the interim, the Company had leased office and warehouse
space on a month-to-month basis. As partial payment for tenant improvements in
the new facility, the Company borrowed $100,000 from a local bank. The balance
of tenant improvements over this amount was paid for out of Company funds.

     The Company anticipates spending approximately $150,000 in fiscal 1997 on
capital expenditures. Through May 31, 1997 the Company has made capital
expenditures in the amount of $115,558. The majority of the planned expenditures
will be used to fund additional sales, research and development, manufacturing
growth and specialized tenant improvements.

     The Company believes that its capital resources on hand at May 31, 1997,
together with revenues from product sales, will be sufficient to meet its cash
requirements for the near future.



                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

         The Company is a member of the class in the KPMG Peat Marwick action as
         it relates to their audit of the Piper Jaffray Institutional Government
         Income Portfolio Fund, on whose behalf litigation has been commenced in
         federal district court in Minneapolis. The Company has not directly
         participated in the litigation. The Company expects that attorneys for
         the plaintiffs in this action will appeal the decision of the federal
         court in Minneapolis to grant partial summary judgement to KPMG Peat
         Marwick.

         The Company was a defendant in a wrongful termination lawsuit brought
         by a former employee who was in the probationary period at the time of
         the termination. The Company believes that the lawsuit was totally
         without merit. During the current quarter however, the Company agreed
         to a settlement reached as a result of court ordered mediation. A
         $27,500 settlement has been recorded in the financial statements.

         The Company has filed a lawsuit against its former landlord claiming,
         among other things, that the landlord repeatedly violated the terms of
         the lease agreement. Currently, both sides are involved in discovery.


Item 2.  Changes in Securities

         None


Item 3.  Defaults Upon Senior Securities

         None


Item 4.  Submission of Matters to a Vote of Security Holders

         None


Item 5.  Other Information

         None


Item 6.  (A) Exhibits

         Exhibit 27 - Financial Data Schedule

         (B) Reports on Form 8-K

         None



                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               CELOX LABORATORIES, INC.


Dated: July 11, 1997                     By:     /S/ Milo R. Polovina
                                              ---------------------------------
                                               Milo R.  Polovina, President &
                                               Principal Financial Officer