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 NOVEMBER 30, 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, SAINT PAUL, MINNESOTA                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
DECEMBER 31, 1998 WAS 2,744,169.

Transitional small business format disclosure:

                              Yes _____  No __X__


                                        1

<PAGE>


                                Table of Contents

                            CELOX LABORATORIES, INC.

                              Report on Form 10-QSB
                            for fiscal quarter ended
                                November 30, 1998



PART I -- FINANCIAL INFORMATION                                             Page
                                                                            ----

      ITEM 1.    Financial Statements

                 Balance Sheet as of August 31, 1998
                    and November 30, 1998                                     3

                 Statement of Operations -- Three months ended
                    November 30, 1998 and November 30, 1997                   5

                 Statement of Changes in Shareholders' Equity
                    for the year ended August 31, 1998 and the
                    three months ended November 30, 1998                      6

                 Statement of Cash Flows -- Three months ended
                    November 30, 1998 and November 30, 1997                   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                                                 15


                                        2

<PAGE>


                         PART I -- FINANCIAL INFORMATION


ITEM 1 -- FINANCIAL STATEMENTS


CELOX LABORATORIES, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
                                                    November 30,         August 31,
ASSETS                                                  1998               1998
                                                    ------------       ------------
<S>                                                 <C>                <C>         
CURRENT ASSETS
      Cash and cash equivalents                     $    270,036       $    350,120
      Certificates of deposit                            459,436            459,436
      Trade receivables                                   24,129             18,849
      Officer note receivable                             11,000                  0
      Accrued interest receivable                         15,057             10,560
      Inventories                                         40,624             45,075
      Prepaid expenses                                     2,796              1,830
                                                    ------------       ------------

                  Total current assets                   823,078            885,870
                                                    ------------       ------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS
      Laboratory and production equipment                219,724            219,724
      Office furniture and equipment                      88,131             88,131
      Leasehold improvements                             138,426            138,426
                                                    ------------       ------------
                                                         446,281            446,281
      Less accumulated depreciation                     (286,170)          (274,597)
                                                    ------------       ------------

                                                         160,111            171,684
OTHER ASSETS
   Patents, net                                           57,985             58,860
                                                    ------------       ------------

                  TOTAL ASSETS                      $  1,041,174       $  1,116,414
                                                    ============       ============
</TABLE>

See Notes to Financial Statements.


                                        3

<PAGE>


CELOX LABORATORIES, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
                                                  November 30,        August 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                  1998               1998
                                                  ------------       ------------
<S>                                               <C>                <C>         
CURRENT LIABILITIES
      Accounts payable                            $     20,803       $     10,326
      Accrued liabilities                               28,680             27,746
      Bank note payable - current                       79,621             82,139
                                                  ------------       ------------

                  Total current liabilities            129,104            120,211
                                                  ------------       ------------

SHAREHOLDERS' EQUITY
      Common stock                                      27,442             27,442
      Additional contributed capital                 5,254,736          5,254,736
                                                  ------------       ------------
                                                     5,282,178          5,282,178
      Accumulated deficit                           (4,370,108)        (4,285,975)
                                                  ------------       ------------

                  Total Shareholders' Equity           912,070            996,203
                                                  ------------       ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $  1,041,174       $  1,116,414
                                                  ============       ============
</TABLE>

See Notes to Financial Statements.


                                        4

<PAGE>


CELOX LABORATORIES, INC.
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                          Three months ended
                                                     November 30,      November 30,
                                                         1998              1997
-----------------------------------------------------------------------------------
<S>                                                 <C>               <C>         
REVENUES
  Net sales                                         $     48,541      $    104,497
  Cost of products sold                                   22,397            48,804
-----------------------------------------------------------------------------------

GROSS MARGIN                                              26,144            55,693
-----------------------------------------------------------------------------------

OPERATING EXPENSES
  Research and development                                45,418            16,220
  Marketing and sales                                     24,643            45,443
  Administration                                          55,920            78,340
-----------------------------------------------------------------------------------

  Total operating expenses                               125,981           140,003

OPERATING LOSS                                           (99,837)          (84,310)

OTHER INCOME (EXPENSE)
  Interest and investment income                           8,983            14,496
  Other income                                             7,904             4,250
  Interest Expense                                        (1,183)           (1,833)

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

  Total other income, net                                 15,704            16,913

NET LOSS                                            $    (84,133)     $    (67,397)
===================================================================================

BASIC AND DILUTED LOSS PER
COMMON SHARE                                        $      (0.03)     $      (0.02)
===================================================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                              2,744,169         2,742,169
===================================================================================

</TABLE>

See Notes to Financial Statements.


                                        5

<PAGE>


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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                  Additional
                                             Common Stock           Paid-in       Accumulated
                                       ----------------------       Capital         Deficit            Total
                                         Shares       Amount
----------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>         <C>             <C>                <C>       
BALANCE AT AUGUST 31, 1997             2,742,169      $27,422     $5,251,756      $(3,983,371)       $1,295,807
       Options exercised                   2,000           20          2,980                              3,000
       Net loss for the year                                                         (302,604)         (302,604)
----------------------------------------------------------------------------------------------------------------

BALANCE AT AUGUST 31, 1998             2,744,169      $27,442      5,254,736       (4,285,975)          996,203

       Net loss for the period                                                        (84,133)          (84,133)
----------------------------------------------------------------------------------------------------------------

BALANCE AT NOVEMBER 30, 1998           2,744,169      $27,442     $5,254,736      $(4,370,108)         $912,070

</TABLE>

See Notes to Financial Statements.


                                        6

<PAGE>


CELOX LABORATORIES, INC.
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                       Three months ended
                                                                          November 30,
                                                                 ------------------------------
                                                                     1998              1997
-----------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss for the period                                     $   (84,133)      $   (67,397)
     Adjustments to reconcile net loss to
       net cash used in operating activities:
             Depreciation and amortization                            12,448            11,652
             Changes in assets and liabilities:
                  (Increase) decrease in:
                      Accounts receivable                             (5,280)          (52,371)
                      Accrued interest receivable                     (4,497)           (3,884)
                      Inventories                                      4,451             2,965
                      Prepaid expenses                                  (966)              432
                      Officer note receivable                        (11,000)                0
                  Increase (decrease) in:
                      Accounts payable                                10,477             5,060
                      Accrued liabilities                                934             2,052
-----------------------------------------------------------------------------------------------

                      Net cash used in operating activities          (77,566)         (101,491)
-----------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Maturity of bank certificates of deposit, net                         0               233
     Proceeds from investor settlement receivable                          0            15,807
     Capital expenditures                                                  0            (9,367)
-----------------------------------------------------------------------------------------------

                      Net cash from investing activities                   0             6,673
-----------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING:
     Principal payments on bank note payable                          (2,518)           (3,965)
-----------------------------------------------------------------------------------------------
                      Net cash used in financing activities           (2,518)           (3,965)
                      Net decrease in cash
                        and cash equivalents                         (80,084)          (98,783)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                             350,120           408,274
-----------------------------------------------------------------------------------------------

     End of period                                               $   270,036       $   309,491
===============================================================================================

</TABLE>

See Notes to Financial Statements.


                                        7

<PAGE>


CELOX LABORATORIES, INC,
NOTES TO FINANCIAL STATEMENTS -- NOVEMBER 30, 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, 1998 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.


                                        8

<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 November 30,1998 the Company had investments of
$459,436 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 November 30,1998 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 247,000 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.


                                        9

<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 technology
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.

     The Company markets over 30 different products. The Company's proprietary
products consist of six different serum-free supplements: TCM(TM), TM-235(TM),
TCH(TM), Nephrigen(TM), HemaPro(TM) and VaxMax(TM)and a cell freezing medium,
Cellvation(TM). VaxMax(TM), introduced in September of 1993, was developed
specifically for use in the production of veterinary vaccines. Nephrigen(TM) was
introduced in fiscal 1998 and is a serum-free growth medium developed
specifically for the culturing of Human Embryonic Kidney (293) cells. As part of
the Nephrigen(TM) system, the Company also introduced a non-enzymatic
dissociation solution that is used instead of trypsin. HemaPro(TM) was also
introduced in fiscal 1998 and is a low protein, serum-free medium for clonogenic
assays or EX VIVO expansion of human progenitor cells. An additional proposed
product, ViaStem(TM), continues to undergo further analysis in preclinical
testing. This product was developed to improve the preservation of critical
cells (e.g., stem cells), which are required for bone marrow transplantation.

     The Company also manufactures eleven basal media formulations, a series of
buffered saline solutions, other cell biology reagents, and a variety of custom
formulations.

     In March 1995, the Company filed a patent application for ViaStem(TM) in
the U.S. Patent and Trademark Office. The Company received the U.S. Patent in
early December 1996. This patent provides protection of the Company's
ViaStem(TM) technology through March of 2015. A second U.S. Patent was received
in August, 1998. This second patent broadened the patented uses of ViaStem(TM)
in bone marrow transplantation and related therapies. The Company has also filed
the documents needed for an International Patent Application as required by the
Patent Cooperation Treaty. In October, 1998 the Company received notice from the
New Zealand and Australia Patent Office that a patent on ViaStem(TM) had been
granted by each of the respective countries. Initial reports from other
countries that have reviewed the international patent application have been
positive. Due to the unique nature of ViaStem(TM)and its applications, the
Company pursued the patent process for this product.


                                       10

<PAGE>


     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(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.

     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 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 of 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.

     In fiscal 1997, the Company began 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' 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.

     The Company also has distribution of its products in Japan through
Funakoshi Co., LTD, a well established Japanese distributor.



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.


                                       11

<PAGE>


     Management is currently evaluating its reliance on both internal and
external systems with respect to the Year 2000 issues. The Company does not
anticipate any disruption to its internal manufacturing processes. However,
there can be no assurance that all Company vendors will be Year 2000 compliant.
The Company intends to utilize a select number of vendors in order to minimize
this potential problem.

     The Company has determined that some of the older financial reporting
systems software recognizes the use of "00" to represent the year 1900 rather
than 2000. In order to correct these problems, it will be necessary for the
Company to purchase commercially available upgrades of the current systems. The
Company also anticipates that certain of its computer hardware will not be year
2000 compliant. As a result, in fiscal 1999, capital expenditures may include
replacement computers.

     At this time, Year 2000 issues are not expected to materially affect the
Company's products, services or competitive condition, based on the current
evaluations. The anticipated cost to the Company to become Year 2000 compliant
is $15,000 or less.


 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. In Fiscal 1998, the Company
received a final payment of $22,446 plus interest. The total payments received
exceeded the estimated recovery of $133,000 and the excess was credited to other
income. In September, 1998 a final check in the amount of $5,682 was received.
This payment represented a residual distribution of unclaimed funds and money
previously reserved for potential income tax liability on behalf of the
settlement fund.

     A separate Class Action lawsuit against the Fund's auditors, KPMG Peat
Marwick, has been certified by the Court. The Company is a member of the Class
identified by the lawsuit, but it has not directly participated in the
litigation. The Company expects the attorneys for the plaintiffs will continue
to pursue this litigation in the federal court in Minneapolis. The ultimate
amount of the proceeds, if any, that the Company may receive as a result of this
matter is uncertain.

     During the quarter ended November 30, 1998, the Company had net sales of
$48,541 which was a decrease of $55,956 or 54% from $104,497 reported in the
same quarter for the prior year. The decrease between years for the quarter
results primarily from the timing of orders received from distributors and
customers.

     The Company had a net loss of $84,133 for the quarter ended November 30,
1998 compared to a net loss of $67,397 for the same period in the previous year.
On a per share basis, the loss for the current quarter equaled 3 cents. The loss
reported for in the comparable period in fiscal 1997 was 2 cents.


                                       12

<PAGE>


     The cost of products sold was 46% of net sales for the three months ended
November 30, 1998, as compared to 47% of net sales for the three months ended
November 30, 1997. Labor, raw materials and other production costs have remained
constant between periods which results in comparable calculations between
periods.

     An operating loss of $99,837 was generated for the quarter ended November
30, 1998 compared to an operating loss of $84,310 for the same period in the
previous year. The increase between years results from a decrease in sales which
is partially offset by decreased operating expenses.

     The Company received interest and investment income of $8,983 during the
quarter ended November 30, 1998 as compared to $14,496 in the prior year.
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 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 received on bank certificates of deposit.

     Operating expenses decreased $14,022 (10%) to $125,981 from $140,003 for
the quarter ended November 30, 1998 as compared to the prior year. The decrease
results from lower marketing and sales costs which fluctuate based on timing of
promotional activities, as well as lower general and administrative expenses.
Some of the reductions in these areas was offset, in part, by increased research
and development expenditures.

     Research and development costs increased by $29,198 (180%) to $45,418 from
$16,220 in the current quarter as compared to the previous fiscal year. The
increase for the reporting period results from the timing of expenditures in the
areas of salaries and wages and preclinical testing incurred in connection with
ViaStem(TM) product. The Company expects the costs of research and development
to fluctuate based on the status of preclinical trials for ViaStem(TM).

     Marketing expenses decreased by $20,800 (46%) to $24,643 from $45,443 for
the quarter ended November 30, 1998 as compared to the previous year. The
decrease is attributable to the amount and timing of catalog costs and other
marketing expenditures between years. The Company expects that marketing and
sales expenses will trend higher during subsequent quarters as new programs and
advertising materials are developed.

     Administrative expenses decreased by $22,420 (29%) for the quarter ended
November 30, 1998 compared to the previous fiscal year to $55,920 from $78,340.
The decrease between years is due to reduced salaries and related payroll taxes
and reduced legal expenditures.


                                       13

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     Capital resources on hand at November 30, 1998 include cash and short-term
investments of $729,472 and net working capital of $693,974. This represents a
decrease of $80,084 (10%) in cash and short-term investments and a decrease of
$71,685 (9%) in net working capital as compared to August 31, 1998.

     The lease for the Company's previous facility terminated in October, 1996.
A new facility has been completed in Saint Paul, Minnesota. The Company is
leasing approximately 9,500 square feet of office, laboratory and warehouse
space in this facility. The Company moved into the new 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 the
tenant improvements over this amount was paid with Company funds.

     The Company intends to raise additional capital in the second quarter of
fiscal 1999 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 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.

     The Company anticipates spending approximately $40,000 in fiscal 1999 on
capital expenditures. Through November 30, 1998 the Company has not made any
capital expenditures. The majority of the planned expenditures will be used to
fund additional sales, research and development, manufacturing growth, as well
as computer and software upgrades.

     The Company believes that its capital resources on hand at November 30,
1998 together with revenues from product sales, will be sufficient to meet its
cash requirements for the near future.


                                       14

<PAGE>


                          PART II -- OTHER INFORMATION


ITEM 1. -- LEGAL PROCEEDINGS

     The Company is not presently involved in any material legal proceedings.


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

    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: January 12, 1999          By:       /S/ Milo R. Polovina
                                      ------------------------------------
                                      Milo R.  Polovina, President &
                                      Principal Financial Officer


                                       15