<PAGE>  1


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

                    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
- -----------------------------------------------------------------
       (Exact name of registrant as specified in its charter)


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



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



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



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



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<PAGE>
<PAGE>  2
                           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:

<TABLE>
<CAPTION>

Exhibit 
Number    Description 
<S>       <C> 
- ------    ------------------------------------
10.41     Regulation S Offshore Transaction Subscription 
          Agreement between the Company and Angelina Panvini.
</TABLE>

<PAGE>
<PAGE>  3
                                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
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3572}]
{"company-data": {"conformed-name": "INVITRO INTERNATIONAL /", "cik": "0000872610", "assigned-sic": "2835", "irs-number": "330149560", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19241", "film-number": "96583346"}, "business-address": {"street1": "16632 MILLIKEN AVE", "city": "IRVINE", "state": "CA", "zip": "92714", "phone": "7148518356"}, "mail-address": {"street1": "16632 MILLIKEN AVE", "city": "IRVINE", "state": "CA", "zip": "92914"}, "former-company": {"former-conformed-name": "ROPAK LABORATORIES", "date-changed": "19600201"}}
1

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

                    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
- -----------------------------------------------------------------
       (Exact name of registrant as specified in its charter)

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

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

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

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

=================================================================
2
                           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
- ------    ------------------------------------
10.41     Regulation S Offshore Transaction Subscription 
          Agreement between the Company and Angelina Panvini.
3
                                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