Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MUSICK JAMES R
 2. Issuer Name and Ticker or Trading Symbol
VITRO DIAGNOSTICS INC [VODG.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President/CEO
(Last)
(First)
(Middle)

PO BOX 1264		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2006
(Street)


CONIFER, CO 80433		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/31/2005   P4 100,000 A $ 0.2 2,385,498 D (1)  
Common Stock 02/16/2006   P4 312,500 A $ 0.064 2,385,498 D  
Common Stock 05/09/2006   P4 625,000 A $ 0.032 2,385,498 D  
Common Stock 09/12/2006   P4 357,143 A $ 0.056 2,385,498 D  
Common Stock 11/27/2006   P4 535,714 A $ 0.056 2,385,498 D  
Common Stock 03/02/2005   G 10,000 D $ 0 1,530,764 I By Trust (2)
Common Stock 07/06/2006   G 200,000 D $ 0 1,530,764 I By Trust
Common Stock 07/06/2006   G 200,000 A $ 0 200,000 I By wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 0.625           06/07/1999 06/07/2009 Common Stock
31,848
  31,848
D
 
Stock Option (right to buy) $ 0.08 02/10/2006   A4 200,000   02/10/2006 02/10/2016 Common Stock
200,000
$ 0.08 200,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MUSICK JAMES R
PO BOX 1264
CONIFER, CO 80433		   X   X   President/CEO  
James R Musick Trust
PO BOX 1264
CONIFER, CO 80433		     X    

Signatures

James R. Musick 12/15/2006
**Signature of Reporting Person Date
James R. Musick, Trustee 12/15/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares are owned by James R. Musick
(2) These shares are owned directly by the James R. Musick Trust and indirectly by James R. Musick as Trustee of the trust.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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