<PAGE>  1

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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:   May 16, 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 May 16, 1996 the Company entered into and received
additional equity capital under Regulation S Offshore Transaction
Subscription Agreements with two investors (the "Foreign
Purchasers") pursuant to an offshore private placement offering
of 600,000 shares of the Company's Common Stock at a gross
purchase price of $511,875, or $0.853125 per share (the
"Offering").  The gross purchase price per share represented a
negotiated discount of 35% from the closing price for the Common
Stock of $1.3125 per share as reported in the Nasdaq SmallCap
Market on the day immediately prior to the execution of
subscription agreements by the Foreign Purchasers and the
Company.  From the total gross proceeds of $511,875, the Company
paid escrow fees to an independent escrow agent of $2,500 plus
fees payable to certain placement agents and a distributor in the
aggregate amount of $51,187, resulting in net proceeds to the
Company of $458,188.  The Offering was terminated by the Company
at the close of business on May 16, 1996.

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

Exhibit 
Number    Description 
- ------    ------------------------------------

10.40     Form of Regulation S Offshore Transaction Subscription 
          Agreement.

                                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:  May 29, 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": 3139}]
{"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": "96573523"}, "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:   May 16, 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 May 16, 1996 the Company entered into and received
additional equity capital under Regulation S Offshore Transaction
Subscription Agreements with two investors (the "Foreign
Purchasers") pursuant to an offshore private placement offering
of 600,000 shares of the Company's Common Stock at a gross
purchase price of $511,875, or $0.853125 per share (the
"Offering").  The gross purchase price per share represented a
negotiated discount of 35% from the closing price for the Common
Stock of $1.3125 per share as reported in the Nasdaq SmallCap
Market on the day immediately prior to the execution of
subscription agreements by the Foreign Purchasers and the
Company.  From the total gross proceeds of $511,875, the Company
paid escrow fees to an independent escrow agent of $2,500 plus
fees payable to certain placement agents and a distributor in the
aggregate amount of $51,187, resulting in net proceeds to the
Company of $458,188.  The Offering was terminated by the Company
at the close of business on May 16, 1996.

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

Exhibit 
Number    Description 
- ------    ------------------------------------

10.40     Form of Regulation S Offshore Transaction Subscription 
          Agreement.

                                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:  May 29, 1996 

INVITRO INTERNATIONAL
    (Registrant)

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