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, 1998 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, ST. PAUL MN                          55128
(Address of principal executive offices)             (Zip Code)


Issuers telephone number, including area code: (651) 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, 1998 WAS 2,744,169.

Transitional small business format disclosure:

                                    Yes [ ]   No [X]



<PAGE>


                                Table of Contents

                            CELOX LABORATORIES, INC.

                              Report on Form 10-QSB
                            for fiscal quarter ended
                                  May 31, 1998




PART I -- FINANCIAL INFORMATION                                             Page

         ITEM 1.  Financial Statements

                  Balance Sheet as of August 31, 1997
                     and May 31, 1998                                    3

                  Statement of Operations -- Three months ended
                     May 31, 1998 and May 31, 1997, and
                     nine months ended May 31, 1998 and
                     May 31, 1997.                                       5

                  Statement of Changes in Shareholders' Equity
                     for the year ended August 31, 1997 and the
                     nine months ended May 31, 1998                      6

                  Statement of Cash Flows -- Nine months ended
                     May 31, 1998 and May 31, 1997                       7

                  Notes to Financial Statements                          8


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


PART II -- OTHER INFORMATION                                                  15


<PAGE>




                         PART I -- FINANCIAL INFORMATION


ITEM 1 -- FINANCIAL STATEMENTS


CELOX LABORATORIES, INC.
BALANCE SHEET
                                             May 31, 1998        August 31, 1997
ASSETS
                                            --------------      ---------------

CURRENT ASSETS
   Cash and cash equivalents                     $204,360             $408,274
   Certificates of deposit                        651,367              737,119
   Trade receivables                               58,105               26,562
   Investor settlement receivable                   6,639               22,446
   Accrued interest receivable                     11,256               16,956
   Inventories                                     52,985               46,855
   Prepaid expenses                                 1,334                1,058
                                            --------------      ---------------

      Total current assets                        986,046            1,259,270
                                            --------------      ---------------



EQUIPMENT AND LEASEHOLD IMPROVEMENTS
   Laboratory and production equipment            206,730              204,882
   Office furniture and equipment                  88,131               78,764
   Leasehold improvements                         115,558              115,558
                                            --------------      ---------------
                                                  410,419              399,204
   Less accumulated depreciation                 (262,664)            (229,010)
                                            --------------      ---------------
                                                  147,755              170,194
                                            --------------      ---------------
OTHER ASSETS
   Patents, net                                    57,724               18,789
                                            --------------      ---------------

TOTAL ASSETS                                   $1,191,525           $1,448,253
                                            ==============      ===============

See Notes to Financial Statements.


<PAGE>


CELOX LABORATORIES, INC.
BALANCE SHEET

                                              May 31, 1998       August 31, 1997
LIABILITIES AND SHAREHOLDERS' EQUITY
                                            --------------      ----------------

CURRENT LIABILITIES
   Accounts payable                               $16,778               $26,321
   Accrued liabilities                             29,575                31,246
   Bank note payable                               84,794                94,879
                                            --------------      ----------------

      Total current liabilities                   131,147               152,446
                                            --------------      ----------------



SHAREHOLDERS' EQUITY
   Common stock                                    27,442                27,422
   Additional contributed capital               5,254,736             5,251,756
                                            --------------      ----------------
                                                5,282,178             5,279,178
   Accumulated deficit                         (4,221,800)           (3,983,371)
                                            --------------      ----------------

      Total shareholders' equity                1,060,378             1,295,807
                                            --------------      ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $1,191,525            $1,448,253
                                            ==============      ================

See Notes to Financial Statements.



<PAGE>


CELOX LABORATORIES, INC.
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                          Three months ended           Nine months ended
                                                May 31,                      May 31,
                                         1998           1997          1998           1997
-------------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>        
REVENUES
  Net sales                        $    61,648    $    37,809    $   222,441    $   163,546
  Cost of products sold                 28,878         31,816        105,808         93,710
-------------------------------------------------------------------------------------------

GROSS MARGIN                            32,770          5,993        116,633         69,836
-------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Research and development              39,435         14,724         69,853         48,966
  Marketing and sales                   31,335         39,614        138,183        114,742
  Administration                        45,806         69,468        184,183        244,097
-------------------------------------------------------------------------------------------

  Total operating expenses             116,576        123,806        392,219        407,805

OPERATING LOSS                         (83,806)      (117,813)      (275,586)      (337,969)

OTHER INCOME
  Interest and investment income         8,130         17,214         35,388         53,032
 Other income                            1,003              0          6,492          1,041
 Legal settlement                            0        (27,500)             0        (27,500)
 Interest expense                       (1,189)          (701)        (4,723)          (701)
-------------------------------------------------------------------------------------------

  Total other income, net                7,944        (10,987)        37,157         25,872

NET LOSS                           ($   75,862)   ($  128,800)   ($  238,429)   ($  312,097)
============================================================================================

BASIC LOSS PER COMMON SHARE        ($     0.03)   ($     0.05)   ($     0.09)   ($     0.11)
DILUTED LOSS PER COMMON SHARE      ($     0.03)   ($     0.05)   ($     0.09)   ($     0.11)
-------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF           2,742,836      2,742,169      2,742,373      2,742,169
COMMON SHARES OUTSTANDING

============================================================================================

</TABLE>

 See Notes to Financial Statements.


<PAGE>




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



<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------
                                             Common Stock          Additional 
                                        ---------------------        Paid-in    Accumulated
                                        Shares         Amount        Capital      Deficit           Total
----------------------------------------------------------------------------------------------------------

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

          Net loss for the period                                                  (388,473)      (388,473)
----------------------------------------------------------------------------------------------------------
BALANCE AT AUGUST 31,1997             2,742,169    $    27,422    $ 5,251,756   ($3,983,371)   $ 1,295,807
        Shares issued for
                options exercised         2,000             20          2,980                        3,000

         Net loss for the period                                                   (238,429)      (238,429)


----------------------------------------------------------------------------------------------------------

BALANCE AT MAY 31,1998                2,744,169    $    27,442    $ 5,254,736   ($4,221,800)   $ 1,060,378


</TABLE>

See Notes to Financial Statements.


<PAGE>




CELOX LABORATORIES, INC.
STATEMENT OF CASH FLOWS

--------------------------------------------------------------------------------
                                                               Nine months ended
                                                              May 31,    May 31,
                                                               1998         1997
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss for the period                                 ($238,429) ($312,097)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
          Depreciation and amortization                       34,530     27,446
          Deferred rent expense                                    0       (773)
          Changes in assets and liabilities:
               (Increase) decrease in:
                 Accounts receivable                         (31,543)    69,111
                 Accrued interest receivable                   5,700      5,758
                 Inventories                                  (6,130)    24,677
                 Prepaid expenses                               (276)    (3,523)
               Increase (decrease) in:
                 Accounts payable                             (9,544)    (1,991)
                 Accrued liabilities                          (1,672)      (940)
--------------------------------------------------------------------------------

                 Net cash used in operating activities      (247,364)  (192,332)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Maturity of bank certificates of deposit, net              85,752    231,450
   Investment in ViaStem(TM) patent                          (39,811)         0
   Proceeds from investor settlement receivable               15,807     57,328
   Capital expenditures                                      (11,214)  (115,558)
--------------------------------------------------------------------------------

                 Net cash from investing activities            50,534    173,220
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from bank note payable                                 0     98,769
   Principal payments on bank note payable                   (10,084)         0
   Proceeds from issuance of common stock                      3,000          0
--------------------------------------------------------------------------------
                                                              
                 Net cash from (used) in financing activities  (7,084)    98,769
                 Net increase (decrease) in cash
                  and cash equivalents                       (203,914)    79,657

CASH AND CASH EQUIVALENTS:
   Beginning of period                                       408,274    420,222
--------------------------------------------------------------------------------

   End of period                                            $ 204,360  $ 499,879
================================================================================

See Notes to Financial Statements.


<PAGE>




CELOX LABORATORIES, INC,
NOTES TO FINANCIAL STATEMENTS -- MAY 31, 1998


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, 1997 Form 10-KSB.
This quarterly report should be read in connection with such annual report.


NOTE B -  FORWARD LOOKING INFORMATION

     Information contained in this Form 10-QSB contains " forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which can be identified by the use of forward-looking terminology such
as "may", "will", "expect", "plan", "anticipate", "estimate" or "continue" or
the negative thereof or other variations thereon or comparable terminology.
There are certain important factors that could cause results to differ
materially from those anticipated by some of these forward-looking statements.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty. The factors, among others, that could cause actual results to
differ materially include the Company's ability to execute its business plan.


NOTE C - 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.



<PAGE>


NOTE D -  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 31,1998 the Company had investments of
$651,367 in certificates of deposit. Certificates of deposit are made only with
the highest rated banks. The Company also utilizes a money market fund, which is
restricted by its charter to Tier 1 instruments, for a portion of its
investments. At times throughout the year, the Company's cash, cash equivalents
and certificates of deposit in financial institutions may exceed FDIC insurance
limits. The Company has not experienced any losses in such accounts.


NOTE E -  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 5.7%, is tied to the
certificate of deposit rate. The loan was renewed for a one-year term in
February, 1998.


NOTE F -  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 31,1998 the Company
had repurchased 136,700 shares at prices ranging from $0.85 to $1.58 per share.


NOTE G -  LOSS PER COMMON SHARE

     Basic loss per share is computed based upon the weighted average number of
common shares outstanding during the period. Stock options for 244,000 shares
were not included in the computation of diluted loss per share as the results
were antidilutive. Implementation of SFAS No. 128 in fiscal 1998 had no effect
on previously reported EPS.



<PAGE>


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

INTRODUCTION

     Celox Laboratories, Inc. ("Celox" or the "Company") is a cell therapy
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),
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 regents and a variety of custom
formulations.

     The Company introduced a new product in the third quarter of this fiscal
year. The product, Nephrigen(TM), is a fortified, low protein, serum-free growth
medium for the long-term culturing of human embryonic kidney cells. These cells
are frequently used by researchers and manufacturers for human adenovirus
production, drug screening, toxicity testing and the production of recombinant
proteins.

     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).

     A patent was received by the Company from the United States Patent and
Trademark Office (USPTO) for ViaStem(TM) in the first week of December, 1996.
The Company has also filed the documents needed for an International Patent
Application as required by the Patent Cooperation Treaty. The Company has
received indications from a number of countries that a patent will be issued for
ViaStem(TM) by their respective patent offices. In June, 1998, a second U.S.
Patent was issued for ViaStem(TM) which broadened the patented use for
ViaStem(TM).

     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.

<PAGE>


     The Company has received its first Drug Master File classification from th
Food and Drug Administration (FDA) for TCM(TM). This classification will
expedite the FDA approval process for customers who want to use the Company's
TCM(TM) 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(TM), 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 first nine months of 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) and Nephrigen(TM) to ICN for
worldwide distribution. The first shipment of these additional products occurred
in fiscal 1997.

     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.

     During November 1997 the Company entered into a non-exclusive distribution
agreement with TaKaRa Shuzo Co., Ltd., Biomedical Group, Kyoto, Japan. Under the
agreement, TaKaRa will initially market Celox's proprietary product
Cellvation(TM). TaKaRa's Biomedical Group leads the industry in several areas
owing to the international scope of its research operations which span from the
People's Republic of China to North America and Europe. TaKaRa will market
Cellvation(TM) in Japan, Taiwan, Korea, and People's Republic of China.


YEAR 2000 ISSUES

Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without considering the
impact of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the Year 2000. The
Year 2000 issue affects virtually all companies and organizations.

Management is currently evaluating its reliance on both internal and external 
systems with respect to the Year 2000 issues. At this time, Year 2000 issues are
not expected to materially affect the Company's products, services or
competitive condition.

<PAGE>


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, 1998 the Investor
Settlement Receivable is $6,639. In June the Company received the final
installment. The amount received exceeded the balance of $6,639 and the excess
will be accounted for as other income in the fourth quarter of this fiscal year.

     Also in June, the Company was advised by the attorneys for the plaintiffs,
that an additional residual distribution will be made to investors. The payment
will come from money that had been reserved for a potential income tax liability
facing the settlement fund. This issue was resolved with the Internal Revenue
Service with no taxes due. Funds from this reserve are anticipated to be
distributed in September, 1998. The Company has been given no information
regarding the amount of this distribution.

     With respect to the lawsuit filed against the fund's auditors, KPMG Peat
Marwick, the Eighth Circuit Court of Appeals issued a decision reversing the
dismissal of the case against KPMG Peat Marwick by the Federal District Court of
Minneapolis. KPMG Peat Marwick has petitioned the Eighth Circuit for a rehearing
on that decision. If the decision of the Circuit Court is upheld, the attorneys
for the plaintiffs will move forward on the prosecution of the case in federal
court.

     During the quarter ended May 31, 1998, the Company had net sales of $61,648
which was an increase of $23,839 or 63% from $37,809 reported in the same
quarter for the prior year. For the nine months ended May 31, 1998 net sales
totaled $222,441, versus $163,546 for the nine months ended May 31, 1997. This
represents an increase of 36% from the previous period. The increase in between
years for the quarter results from a combination of increased interest in the
Company's serum replacement products along with the amount and timing of
distributors orders. The increase for the nine months is due to the
aforementioned interest in serum replacements as well as orders from a large
manufacturer.

     The Company had a net loss of $75,862 for the quarter ended May 31, 1998
compared to a net loss of $128,800 for the same period in the previous year. For
the nine month period, a net loss of $238,429 was incurred in fiscal 1998 as
compared to a net loss of $312,097 in fiscal 1997. On a per share basis, the
loss for the current quarter equaled 3 cents versus a 5 cent loss in the
comparable period in fiscal 1997. For the nine months ended May 31, 1998 the net
loss per share was 9 cents compared to a net loss of 11 cents per share in the
prior year.

<PAGE>


       The cost of products sold was 47% of net sales for the three months ended
May 31, 1998, as compared to 84% of net sales for the three months ended May 31,
1997. For the nine month period, cost of products sold was 48% compared to 57%
during the same period in the previous fiscal year. The decrease in the cost of
sales for each of the respective reporting periods is due primarily to increased
sales volume to cover fixed manufacturing costs. The mix of proprietary products
versus standard formulations will also affect comparisons between periods.
Labor, raw materials and other production costs have also been consistently
controlled.

     An operating loss of $83,806 was generated for the quarter ended May 31,
1998 compared to an operating loss of $117,813 for the same period in the
previous year. For the nine months ended May 31, 1998 the Company had an
operating loss of $275,586 versus a loss of $337,969 for the nine months ended
May 31, 1997. The decrease between years for both reporting periods is due to an
increase in sales, and reduced operating expenses.

     The Company received interest and investment income of $8,130 during the
quarter ended May 31, 1998 as compared to $17,214 in the prior year. Interest
and investment income for the nine month period was $35,388 in fiscal 1998
compared to $53,032 for the same period in 1997. 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 the quarter as
well as for the nine month period, as compared to the previous year results from
reduced investment balances as the Company used capital in its operations.

     As was disclosed in previous sections of this Form 10-QSB, Piper Jaffray
and the Class Action Plantiffs 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. 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 $7,230 (6%) to $116,576 from $123,806 for the
quarter ended May 31, 1998 and decreased by $15,586 (4%) to $392,219 from
$407,805 for the nine months ended May 31, 1998 compared to the comparable
periods in the prior fiscal year. The decrease for the three month period
results from lower marketing and sales and administrative expenses offset by
increased research and development expenses incurred during the development of
new products. The decrease for the nine month period is due to reduced
administrative expenses offset by increased research and development and
marketing and sales expenses. The marketing and sales increase results from the
amount and timing of new marketing materials.

     Research and development costs increased by $24,711 (168%) to $39,435 from
$14,724 in the current quarter as compared to the previous fiscal year. For the
comparative nine month periods, research and development expenses increased by
$20,887 (43%) to $69,853 from $48,966. The increase 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 ViaStem(TM) product.
Additionally, both the three month and nine month periods were affected by costs
associated with the new product release of Nephrigen(TM). The Company expects 
the costs of research and development to fluctuate based on the status of
pre-clinical trials for ViaStem(TM).

<PAGE>


     Marketing expenses decreased by $8,279 (21%) to $31,335 from $39,614 for
the quarter ended March 31, 1998 and increased by $23,441 (20%) to $138,183 from
$114,742 for the nine months then ending as compared to the comparable periods
in fiscal 1997. The variances between years are attributed to the amount and
timing of advertising, and promotional materials. As was disclosed in previous
Company filings, the Company had instituted a focused advertising and marketing
strategy and therefore marketing and sales expenses were expected to increase as
programs and advertising materials were developed.

     Administrative expenses decreased by $23,662 (34%) for the quarter ended
May 31, 1998 compared to the previous fiscal year to $45,806 from $69,468. For
the nine months ended May 31, 1998 administrative expenses decreased by $59,914
(25%) to $184,183 from $244,097 in the prior year. The decrease between years is
primarily due to moving expenses incurred in fiscal 1997 as part of the
Company's move to the new facility as well as a reduction in salary expense and
related payroll taxes in the current fiscal year.


LIQUIDITY AND CAPITAL RESOURCES

     Capital resources on hand at May 31, 1998 include cash and short-term 
investments of $855,727 and net working capital of $854,899. This represents a
decrease of $289,666 (25%) in cash and short-term investments and a decrease of
$251,925 (23%) in net working capital as compared to August 31, 1997.

     The lease for the Company's previous facility terminated in October, 1996.
A new facility has been completed in St. Paul, Minnesota. The Company has leased
approximately 9,500 square feet of office, laboratory and warehouse space in
this facility during March 1997. In the interim, the Company had leased office
and warehouse space on a month-to-month basis.

      The Company anticipates spending approximately $50,000 in fiscal 1998 on
capital expenditures. Through May 31, 1998 the Company has made capital
expenditures, in the amount of $11,215. The majority of the planned expenditures
will be used to fund additional research and development and manufacturing
growth.

     The Company believes that its capital resources on hand at May 31, 1998,
together with revenues from product sales, will be sufficient to meet its cash
requirements for the near future. The Company intends to raise additional
capital during the fourth quarter of this fiscal year through a private
placement, subject to the prevailing market conditions. The additional funds
raised will be primarily used for advancing ViaStem(TM) through the necessary
testing required before FDA approval can be obtained. There is no guarantee
however, that the Company will be able to successfully raise these additional
funds. In addition there can be no assurance that the Company will be able to
obtain the necessary FDA approvals.




<PAGE>


PART II -- OTHER INFORMATION

ITEM I. -- 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 has been advised that attorneys for the Plantiffs in
this action will continue to pursue this litigation in the federal court in
Minneapolis.

     On November 21,1996, the Company filed a lawsuit in Hennepin County Court,
in the State of Minnesota, against its former landlord claiming, among other
things, that the landlord repeatedly violated the terms of the lease agreement.
Subsequently, the former landlord filed a countersuit which alleged the Company
failed to leave the leased premises in the condition required by the lease.
During March, 1998 the parties reached an out of court settlement of this
lawsuit. Settlement amounts are immaterial to the financial statements.


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






<PAGE>




                                   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 13, 1998                    By:              /S/ Milo R. Polovina
                                                  ------------------------------
                                                 Milo R.  Polovina, President &
                                                 Principal Financial Officer