UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                             FORM 10-QSB/A #1

[  X  ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                 
                     SECURITIES EXCHANGE ACT OF 1934
                                    
                For quarterly period ended July 31, 1996
                                    
                                   OR
                                    
[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                For the transition period from      to   

Commission File Number:       33-92366         

                       EMBRYO DEVELOPMENT CORPORATION           
          (Exact name of Registrant as specified in its charter)

       Delaware                                    13-3832099  
(State or other jurisdiction of              (State or I.R.S. Employer
 incorporation of organization)               Identification Number)
                                                  
                       750 Lexington Avenue, Suite 2750
                         New York, New York 10022    
                  (Address of principal executive offices)       

                                   10022          
                                 (Zip Code)

                             (212) 355-8484           
          (Registrant's telephone number including area code)



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 and (2) has been subject to such filing
requirements for the past 90 days.
                                                       Yes   X   No        

       


   Class                            Outstanding at September 6, 1996 
Common Stock                                    4,695,000






                               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.





                                                                            
                                           EMBRYO DEVELOPMENT CORPORATION
                                                        



                                           By: /s/ Donn M. Gordon
                                               Donn M. Gordon
                                               Chief Executive  Officer     
                                                              


           
                                          By: /s/ Matthew L. Harriton
                                              Matthew L. Harriton
                                              Chief Financial Officer 

Dated: September 6, 1996


























                                    -9-

                                    
                                    
                                    


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-QSB FOR THE THREE MONTHS ENDED JULY 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1997
<PERIOD-END>                               JUL-31-1996
<CASH>                                         663,356
<SECURITIES>                                 2,307,784
<RECEIVABLES>                                   23,755
<ALLOWANCES>                                         0
<INVENTORY>                                     31,401
<CURRENT-ASSETS>                             1,619,687
<PP&E>                                          25,199
<DEPRECIATION>                                   2,101
<TOTAL-ASSETS>                               4,619,017
<CURRENT-LIABILITIES>                           34,111
<BONDS>                                              0
                                0
                                        600
<COMMON>                                           470
<OTHER-SE>                                   4,583,836
<TOTAL-LIABILITY-AND-EQUITY>                 4,619,017
<SALES>                                          6,565
<TOTAL-REVENUES>                                 6,565
<CGS>                                            5,077
<TOTAL-COSTS>                                    5,077
<OTHER-EXPENSES>                               417,904
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (38,435)
<INCOME-PRETAX>                              (377,981)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (377,981)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (377,981)
<EPS-PRIMARY>                                    (.08)
<EPS-DILUTED>                                    (.08)
        

</TABLE>



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