8-K

 
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 8-K

             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


Date of Report:   June 18, 1996


                           INVITRO INTERNATIONAL
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       (Exact name of registrant as specified in its charter)


       California                 0-19241           33-0149560 
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(State or other jurisdiction    (Commission    (I.R.S. Employer
    of incorporation             File No.)    Identification No.)
     or organization)



16632 Millikan Avenue, Irvine, California                92714 
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(Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code:(714) 851-8356



                       (Not Applicable)
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   (Former name or former address, if changed since last report)



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                           INVITRO INTERNATIONAL

ITEM 5.   OTHER EVENTS

     On June 18, 1996, InVitro International (the "Company")
received $500,000 in gross proceeds from the sale of 649,350
shares of the Company's common stock (the "Offering") under a
Regulation S Offshore Transaction Subscription Agreement with one
investor, Angelina Panvini of Caserta, Italy (the "Foreign
Purchaser") executed on May 31, 1996.  The purchase price for
shares of the Company's common stock of $0.77 per share
represented a negotiated discount of approximately 35% from the
low sale price for the common stock of $1.1875 per share on May
31, 1996, as reported in the Nasdaq SmallCap Market.  The closing
price for the Company's common stock on May 31, 1996 was $1.25
per share.  From total gross proceeds of $500,000, the Company
has incurred fees payable to certain placement agents in the
aggregate amount of $50,000, resulting in net proceeds to the
Company of $450,000.  The Offering was terminated by the Company
on June 18, 1996.

     In a previous Report on Form 8-K dated as of May 16, 1996,
the Company reported the issuance and sale of 600,000 shares of
the Company's Common Stock at a gross purchase price of $511,875,
resulting in net proceeds to the Company of $458,188.

     After giving effect to these transactions, the issued and
outstanding shares of the Company's common stock at the date of
this Report is 13,228,365 shares.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)   EXHIBITS:




Exhibit 
Number    Description 
        
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10.41     Regulation S Offshore Transaction Subscription 
          Agreement between the Company and Angelina Panvini.



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                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
 
Date:  June 20, 1996 

INVITRO INTERNATIONAL
    (Registrant)


By: /s/  W. RICHARD ULMER
    ----------------------------- 
    W. Richard Ulmer, 
      President and Chief Executive Officer 

EX-10.41

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                           INVITRO INTERNATIONAL
                        (a California corporation)

       REGULATION  S  OFFSHORE TRANSACTION  SUBSCRIPTION  AGREEMENT
                649,350 Shares of Common Stock at $500,000

Any interest in the Common Stock offered hereunder may be resold
within the jurisdiction of the United States or to U.S. Persons
[as defined in Rule 902(o) of Regulation S under the United
States Securities Act of 1933 ("Securities Act")] by or for the
account of the undersigned Foreign Investor only: (i) pursuant to
a registration statement under the Securities Act; or (ii)
pursuant to an applicable exemption, if any, from such
registration.  The resale of these securities under Rule 903 of
Regulation S and other regulations under the Securities Act, if
applicable, is prohibited before the expiration of any restricted
period required by Rule 903 of Regulation S.

                  ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

INVITRO INTERNATIONAL 
16632 Millikan Avenue 
Irvine, California 92714 
FAX No. (714) 851-4985 

     1.   SUBSCRIPTION TO COMMON STOCK.   The undersigned company 
organized under the laws of the jurisdiction of its organization 
or incorporation set forth on the signature page hereof (herein 
called the "Foreign Investor"), hereby subscribes for the 
purchase of the number of shares of common stock, without par 
value (the "Common Stock") in InVitro International, a California 
corporation ("INVITRO") indicated on the signature page hereof 
for the account of the Foreign Investor upon the terms and 
conditions set forth in this Subscription Agreement.  The 
subscription price for each share of INVITRO Common Stock offered 
hereby is $0.77 per share in good U.S. funds, payable in cash 
upon acceptance hereof. 

     1.1. FORM OF PAYMENT.   The Foreign Investor shall pay the
purchase price by delivering immediately available funds in
United States Dollars to Levy & Levy, P.S., Attn: William N.
Levy., Plaza 1000, Suite 309, Voorhees, New Jersey 08043 as
Escrow Agent, against delivery of securities versus payment.

     2.   DESCRIPTION OF OFFERING.

     2.1. Regulation S Offering.   INVITRO is offering shares of
INVITRO Common Stock (the "Shares"), on a "best efforts" basis to
a limited number of qualified investors in a private placement
offering of securities exempt from the registration requirements
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of the United States Securities Act of 1933, as amended (the
"Securities Act") to parties who are not U.S. persons as defined
in Rule 902(o) of Regulation S ("Regulation S") promulgated under
the Securities Act.  Such offering is herein called the
"Offering".  All of the Shares offered to Foreign Investors are
being offered at a price of $0.77 per Share in U.S. funds.  There
are no minimum amount of subscriptions required in order for
INVITRO to accept any subscriptions to the Offering.  The
Offering will terminate on June 30, 1996 unless extended at the
option of INVITRO for an additional period of not more than 30
days.  INVITRO reserves the right to terminate the Offering at
any time, whether or not the maximum Shares have been sold.

     3.   REPRESENTATIONS AND WARRANTIES OF THE FOREIGN INVESTOR. 
In connection with this Agreement and the transactions
contemplated herein, the Foreign Investor represents and warrants
to INVITRO as follows:

     3.1. The Foreign Investor either has been duly formed and is
validly existing as a corporation or other legal entity in good
standing under the laws of its jurisdiction of incorporation set
forth on the signature page to this Agreement or is an individual
not a citizen or resident of the United States.  The Foreign
Investor is not organized under the laws of the United States, is
not a "U.S. Person" as that term is defined in Rule 902(o) of
Regulation S, and is not an "affiliate" of INVITRO as that term
is used in regulations promulgated under the Securities Act, nor
associated with any individual or entity which may be deemed an
"affiliate" of INVITRO as of the date hereof.  

     3.2. The Foreign Investor was not formed for the purpose of
investing in Regulation S securities or formed for the purpose of
investing in this Agreement and the Shares of INVITRO.  The
Foreign Investor is not registered as an issuer under the
Securities Act and is not required to be registered with the U.S.
Securities and Exchange Commission under the Investment Company
Act of 1940, as amended.  The Foreign Investor is entering into
this Agreement and is participating in the Offering for its own
account, and not on behalf of any U.S. Person as defined in Rule
902(o) of Regulation S.

     3.3. No offer to enter into this Agreement has been made by
INVITRO to the Foreign Investor in the United States other than
as permitted in the case of an account managed by a professional
fiduciary resident in the United States within the meaning of
Section 902(o)(2) of Regulation S.  At the times of the offer and
execution of this Agreement and, to the best knowledge of the
Foreign Investor, at the time the Offering originated, the
Foreign Investor was located and resident outside the United
States other than as permitted in the case of an account managed
by a professional fiduciary resident in the United States within
the meaning of Section 902(o)(2) of Regulation S.

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     3.4. Neither the Foreign Investor, nor any of its affiliates
nor any person acting on its behalf or any behalf of any such
affiliate, has engaged, or will engage, in any activity
undertaken for the purpose of, or that could reasonable be
expected to have the effect of, conditioning the markets in the
United States for the Shares or for any securities that are
convertible into or exercisable for the Common Stock of INVITRO,
including but not limited to effecting any sale or short sale of
INVITRO securities through the Foreign Investor or any of its
affiliates prior to the expiration of any restricted period
contained in Regulation S (any such activity being defined herein
as a "Directed Selling Effort").  To the best knowledge of the
undersigned, this Agreement and the transactions contemplated
herein are not part of a plan or scheme to evade the registration
provisions of the Securities Act, and the Shares are being
purchased for investment purposes by the Foreign Investor.  The
Foreign Investor, and to the best knowledge of the Foreign
Investor, each distributor, if any, participating in this
Offering of INVITRO Shares, has agreed that all offers and sales
of any securities included in the Offering prior to the date
hereof and through the expiration of the any restricted period
set forth in Rule 903 of Regulation S (as the same may be amended
from time to time hereafter) shall not be made to U.S. Persons or
for the account or benefit of U.S. Persons, and shall otherwise
be made in compliance with the provisions of Regulation S and any
other applicable provisions of the Securities Act.   The Foreign
Investor and its representatives have not conducted any Directed
Selling Effort as that term is used and defined in Rule 902 of
Regulation S and will not engage in any such Directed Selling
Effort within the United States through the expiration of any
restricted period set forth in Rule 903 of Regulation S.

     3.5. The Foreign Investor acknowledges and agrees that
following the expiration of any restricted period provided by
Rule 903 of Regulation S, any interest in this Agreement or in
the Shares subscribed to hereunder may be resold within the
jurisdiction of the United States or to U.S. Persons [as defined
in Rule 902(o) of Regulation S] by or for the account of the
parties hereto only:  (i) pursuant to a registration statement
under the Securities Act, or (ii) if applicable, pursuant to an
exemption from such registration for sales by a person other than
an issuer, underwriter or dealer as those terms are used in
Section 4(1) and related provisions of the Securities Act and
regulations thereunder, or pursuant to another exemption from
registration, and only following the expiration of any restricted
period (if applicable) required by Regulation S.  The Foreign
Investor acknowledges that this Agreement and the INVITRO Shares
have not been registered under the Securities Act or qualified
under state securities laws of the United States, and that the
transferability hereof and thereof within the jurisdiction of the
United States is restricted by the Securities Act as well as such
state laws.  The Foreign Investor acknowledges that this
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Agreement and the Shares are being sold in reliance upon the
transaction exemption afforded by Regulation S in connection with
an offshore offer and sale of securities of INVITRO not within or
subject to the jurisdiction of the United States markets.  The
Foreign Investor acknowledges it has received a copy of
Regulation S, is familiar with and understands the terms thereof,
and has had the opportunity to consult with its legal counsel
concerning this Agreement and Regulation S.

          The Foreign Investor acknowledges that if any transfer
of the Shares is proposed to be made in reliance upon an
exemption under the Securities Act, the issuer of the securities
may require an opinion of counsel satisfactory to the issuer that
such transfer may be made pursuant to an applicable exemption
under the Securities Act.  The Foreign Investor acknowledges
that, so long as appropriate, a legend similar to the following
may appear on the certificates representing the INVITRO Shares
subscribed for hereunder:  

     "These shares have been issued pursuant to an exemption
     from registration under the Securities Act of 1933, as
     amended, pursuant to Regulation S thereunder.  The
     shares evidenced by this certificate cannot be
     transferred, offered or sold in the United States or to
     U.S. Persons (as that term is defined in Regulation S)
     until after ________  (41 days after completion of the
     Offering)."

     3.6. The Foreign Investor has not received any general
solicitation or advertising regarding the Offering or this
Agreement.   The Foreign Investor has sufficient knowledge and
experience in financial and business matters so that it is able
to evaluate the merits and risks of the Offering and this
Agreement.  The Foreign Investor has had substantial experience
in previous private and public purchases of speculative and
restricted securities.

     3.7. The Foreign Investor acknowledges that an investment in
the Shares offered hereby is speculative, involves a high degree
of risk, and should not be purchased by persons who cannot afford
the loss of their entire investment, and represents that the
Foreign Investor has relied only on the information contained
herein or otherwise provided in writing by duly authorized
representatives of INVITRO.  The Foreign Investor has carefully
read and reviewed this Subscription Agreement and all of
INVITRO's filings with the Securities and Exchange Commission
incorporated by reference herein (including, without limitation,
the section entitled "Cautionary Statements for Purposes of the
'Safe Harbor' Provisions of the Private Securities Litigation
Reform Act of 1995" in INVITRO's Report on Form 10-QSB for the
Period ended March 31, 1996), and has asked such questions of
management of INVITRO and received such additional information as
he, she or it deems necessary in order for the Foreign Investor
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to make an informed decision with respect to the purchase of the
Shares.  The undersigned Foreign Investor has received complete
and satisfactory answers to all such inquiries.  The Foreign
Investor has not received oral or written representations or
assurances from INVITRO or any representatives of INVITRO, other
than as set forth in this Agreement.  

     3.8. This Agreement has been duly authorized, executed and
delivered by the Foreign Investor and is a valid and binding
agreement enforceable in accordance with its terms, subject only
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general application to or
affecting creditors' rights generally and to general principles
of equity.  The Foreign Investor has full power and authority
necessary to enter into this Agreement and to perform its
obligations hereunder.

     3.9. The execution and delivery of this Agreement, and the
consummation of the transactions contemplated herein, do not and
will not conflict with or result in a breach by the Foreign
Investor of any of the terms or provisions of, or constitute a
default under, its charter documents, its memorandum or articles
of association or incorporation, its by-laws, any action of its
directors or shareholders, or any indenture, mortgage, deed of
trust or other agreement or instrument to which the undersigned
is a party or by which it or any of its properties or assets are
bound, or any existing applicable law, rule or regulation or any
applicable decree, judgment or order of any court, regulatory
body, administrative agency or other governmental body having
jurisdiction over the undersigned or any of its properties or
assets.

4.   REPRESENTATIONS AND WARRANTIES OF INVITRO.

     By its acceptance of any subscription from the Foreign
Investor hereunder, INVITRO represents and warrant to the Foreign
Investor as follows:

     4.1.   INVITRO is duly organized and validly existing in
good standing as a corporation under the laws of California with
corporate power to enter into this Agreement and to conduct its
business as presently conducted.

     4.2.   INVITRO is a "Reporting Issuer" as defined in Rule
902(l) of Regulation S and will cause all the materials required
to be filed by it pursuant to Section 13(a) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act")
to be filed with the Securities and Exchange Commission for a
period of at least three (3) months following the completion of
the Offering.  INVITRO is not an investment company registered or
required to register as such under the United States Investment
Company Act of 1940.
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     4.3.   The Common Stock of INVITRO is a class of securities
registered under Section 12(g) of the Exchange Act, and INVITRO
has filed all reports and documents required to be filed pursuant
to the Exchange Act for a period of at least twelve months
preceding the date hereof.  All documents filed by INVITRO with
the Securities and Exchange Commission pursuant to the Exchange
Act for its most recent full fiscal year and subsequent thereto
are available from INVITRO and should be reviewed by the Foreign
Investor.

     4.4.   INVITRO agrees to make available to the Foreign
Investor, prior to this subscription, the opportunity to ask
questions of, and receive written answers from, authorized
representatives of INVITRO concerning the terms and conditions of
this Offering, the operations of INVITRO and its affiliated
companies, and any other relevant matters, and to obtain any
additional written information, to the extent that the INVITRO
possesses such information or can acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the
information furnished to the Foreign Investor in connection with
this Offering.

     4.5.   INVITRO has not offered any securities covered by
this Offering to any persons in the United States nor to any U.S.
Person nor to any identifiable group or groups of U.S. citizens
in the United States or abroad.

     4.6.   The INVITRO Shares, when issued and delivered upon
payment of the subscription price, will each be duly and validly
authorized and issued, fully paid and nonassessable securities of
INVITRO and will not subject the holders thereof to personal
liability by reason of being such holders.   

     4.7.   This Agreement, upon its acceptance by INVITRO, has
been duly authorized, executed and delivered by INVITRO and is a
valid and binding agreement enforceable in accordance with its
terms, subject only to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
application to or affecting creditors' rights generally and to
general principles of equity.  INVITRO has full power and
authority necessary to enter into this Agreement and to perform
its obligations hereunder.

     4.8.   The execution and delivery of this Agreement, and the
consummation of the transactions contemplated herein, do not and
will not conflict with or result in a breach by INVITRO of any of
the terms or provisions of, or constitute a default under, its
articles of incorporation or association, its by-laws, any action
of its directors or shareholders, or any indenture, mortgage,
deed of trust or other agreement or instrument to which it is a
party or by which it or any of its properties or assets are
bound, or any existing applicable law, rule or regulation or any
applicable decree, judgment or order of any court, regulatory
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body, administrative agency or other governmental body having
jurisdiction over the undersigned or any of its properties or
assets.

5.   OTHER TERMS AND AGREEMENTS.

     5.1. Each of the parties understand that no governmental
agency of any jurisdiction has passed upon or made any
recommendation or endorsement of the Shares, the transactions
contemplated by this Agreement, or an investment in the Shares.

     5.2. Each of the undersigned agrees to pay its own expenses
incident to the performance of its obligations hereunder.

     5.3. Each of the undersigned agree this Agreement shall be
governed by and construed in accordance with the laws of the
State of California, and without regard to principles of
conflicts of law.

     5.4. This Agreement may be executed in one or more
counterparts and it is not necessary that the signatures of all
parties appear on the same counterpart, but such counterparts
together shall constitute but one and the same agreement.  The
headings of the sections of this Agreement have been inserted for
convenience of reference only, and shall not be deemed to be a
part of this Agreement.

     5.5. Time shall be of the essence of this Agreement.


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     IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties as of the respective dates set forth below.

FOREIGN INVESTOR:

Angelina Panvini
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[Full Legal Name]


By: /s/ ANGELINA PANVINI
   -------------------------
      [Authorised Signature]


Principal Address of Foreign Investor:

                         Via Laviano 64
                         Caserta, Italy
                         
Number of INVITRO Shares subscribed for (649,350 Shares)  at
$0.77 per Share equals $500,000.00.

Date: May 31, 1996

     ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

This Agreement is accepted as of 5/31/96,
for INVITRO INTERNATIONAL:

By: /s/  W. RICHARD ULMER
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      [Authorized Signature]

Name and Title of Signing Officer:
W. RICHARD ULMER, President & CEO, InVitro International   
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