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Vitro
Biopharma, Inc.

3200
Cherry Creek Drive South, Suite 410

Denver,
CO 80209

    August
    29, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jessica Dickerson and Alan Campbell

    Re:
    Vitro
    Biopharma, Inc.

    Amendment
    No. 11 to Registration Statement on Form S-1

    Filed
    August 23, 2024

    File
    No. 333-267366

Dear
Ms. Dickerson and Mr. Campbell:

Vitro
Biopharma, Inc. (the “Company,” or “we”), is submitting this letter in response to comments from the staff of
the Securities and Exchange Commission (the “Commission”) contained in its letter dated August 29, 2024, relating to the
above-referenced Registration Statement on Form S-1. For ease of review, we have set forth below the comment of your letter followed
by the Company’s response thereto.

Amendment
No. 11 to Registration Statement on Form S-1

Prospectus
Summary

Note
Transactions in 2022, 2023 and 2024, page 8

    1.
    We
    note your response to prior comment 2. Please tell us whether there is still a possibility that all or a portion of the Consolidated
    Note could be converted into 200% of the shares issuable thereunder at the assumed conversion price. To the extent this option could
    potentially be exercised following the consummation of this offering, please revise your disclosure to describe this feature.

Response:

The
conversion price under the Consolidated Note is equal to the Liquidity Event Price (as defined under the Consolidated Note) multiplied
by the Discount (which is equal to 0.60) (provided that, that if no Liquidity Event will have occurred by the maturity date then the
conversion price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on
such date calculated on a fully-diluted basis).

The
Liquidity Event Price under the Consolidate Note is defined as the offering price per share (in the case of any IPO) or direct listing
price per share (in the case of a direct listing). Accordingly, the Liquidity Event Price will be equal to the public offering price
in this offering, and the conversion price will be equal to 0.60 times the public offering price per share in this offering.

The
letter agreement, dated July 16, 2024 (the “Target Agreement”), between the Company and the holder of the Consolidated Note
required that the Company register for resale “200% of the number of Conversion Shares not mandatorily redeemed under the Consolidated
Note.” Accordingly, the Company’s prior amendment to the registration statement contemplated the registration for resale
of 200% of the number of shares issuable upon conversion of the Consolidated Note at an assumed conversion price based on 60% of the
assumed public offering price under the registration statement. (The holder of the Consolidated Note has since agreed to waive such registration
rights, and the resale prospectus was removed from the registration statement.) The contemplated registration of 200% of the number
of conversion shares in the prior registration statement amendment was based solely on the terms of the Target Agreement; the number
of shares actually issuable under the Consolidated Note will be based on 100% of the actual conversion price of the Consolidated Note,
which, as noted above, will be (assuming completion of this offering prior to October 16, 2024) 0.60 times the public offering price
per share in this offering.

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The
Company respectfully notes that the material terms of the Consolidated Note, including the maturity date and the conversion price, and
the related risk to the Company of conversions thereunder following maturity, are disclosed in the registration statement and that the
Consolidated Note is incorporated by reference as an exhibit to the registration statement. Accordingly, the Company believes no further
disclosure regarding the Consolidated Note is required in the registration statement.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. The Company requests that the Staff
contact it as soon as practical with any additional comments in order that those comments can be addressed expeditiously. If you have
any questions or would like further information with regard to the foregoing, please do not hesitate to contact our outside counsel by
phone at 212-398-2742 or by email at jcahlon@srfc.law.

    Very
    truly yours,

    /s/
    Christopher Furman

    Name:

    Christopher
    Furman

    Title:

    Chief
    Executive Officer

    cc:
    Jeff
    Cahlon

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