10KSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1996

Commission file number:  0-19866

                            CELOX LABORATORIES, INC.
                 (Name of small business issuer in its charter)

            Minnesota                                            36-3384240
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                856 South Fifth Street, Hopkins, Minnesota 55343
                    (Address of principal executive offices)

                    Issuer's telephone number: (612) 933-2616

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.01 per share.

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. __X__ Yes __No__

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The registrant's sales for its most recent fiscal year were $367,546.

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing sale price of the Common Stock on
October 31, 1996 as reported on the Over-the-Counter Market, was approximately
$995,385. Shares of Common Stock held by each officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded
from this number, as such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

         As of October 31, 1996, the registrant had outstanding 2,742,169 shares
of Common Stock.

         Transitional Small Business Disclosure Format.  ___ Yes __X__ No






This amendment is being filed to include Exhibit 27, the Financial Data Schedule
that was omitted from the initial 10-KSB filing.






                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                          CELOX LABORATORIES, INC.



                                          By: /s/ Milo R. Polovina
                                              ---------------------------------
                                              Milo R. Polovina
                                              Chairman of the Board
                                              and President and CEO

                                          Date:   January 8, 1996



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Milo R. Polovina as attorney-in-fact for him in
any and all capacities, to sign any amendments to this Report on Form 10-KSB and
to file the same, with exhibits thereto and other documents in connections
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, may do or cause to be done by virtue
of hereof.

         Pursuant to the requirements of the Exchange Act, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




Signature                              Title                                         Date
- ---------                              -----                                         ----
                                                                        
/s/  Milo R. Polovina                  Chairman of the Board,             January 8, 1996
- ---------------------------------      President, CEO and Director      
Milo R. Polovina                       (principal executive officer    
                                       and principal financial officer)


/s/  Johnny W. Thompson                Director                           January 8, 1996
- ---------------------------------
Johnny W. Thompson


/s/  Gerald W. Orr                     Director                           January 8, 1996
- ---------------------------------
Gerald W. Orr


/s/  Gerald L. Olson                   Director                           January 8, 1996
- ---------------------------------
Gerald L. Olson

EX-27

 



<ARTICLE> 5
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               AUG-31-1996
<CASH>                                         420,222
<SECURITIES>                                   968,663
<RECEIVABLES>                                   91,802
<ALLOWANCES>                                         0
<INVENTORY>                                     74,372
<CURRENT-ASSETS>                             1,632,203
<PP&E>                                         348,036
<DEPRECIATION>                                 254,432
<TOTAL-ASSETS>                               1,748,253
<CURRENT-LIABILITIES>                           63,200
<BONDS>                                              0
<PREFERRED-MANDATORY>                           27,422
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,656,858
<TOTAL-LIABILITY-AND-EQUITY>                 1,748,253
<SALES>                                        367,546
<TOTAL-REVENUES>                               367,546
<CGS>                                          175,023
<TOTAL-COSTS>                                  434,449
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (384,024)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (384,024)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (384,024)
<EPS-PRIMARY>                                   (0.14)
<EPS-DILUTED>                                   (0.14)