U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934


Date  of  Report:    August 12, 1999


Commission  file  number            0-19866
                                    -------


                            CELOX LABORATORIES, INC.
                    ( Exact name of small business issuer as
                           specified in its charter )


         MINNESOTA                                            36-3384240
         ---------                                            ----------
( State  or  other  jurisdiction                        ( I . R . S .  Employer
of  incorporation  or  organization )                   Identification  Number )

1311  HELMO  AVENUE, ST. PAUL,  MINNESOTA                              55128
- -----------------------------------------                              -----
( Address  of  principal  executive  offices )                     ( Zip  code )


Issuers  telephone  number,  including  area  code:    ( 651 )   730-1500


Item 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         On August 5, 1999 , the management of Celox Laboratories, Inc. (the
"Company") notified Boulay Heutmaker Zibell & Co. P.L.L.P.(BHZ) that they were
being dismissed as the Company's independent accountants. On August 6, 1999 the
Company engaged Arthur Andersen LLP as the new independent accountants. The
Board of Directors of the Company gave informal approval for both of these acts.

         BHZ's reports with respect to the Company's financial statements for
the fiscal years ended August 31, 1997 and 1998 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified as to uncertainty,
audit scope or accounting principles.




         In connection with the audits of the Company's financial statements for
each of the two fiscal years ended August 31, 1997 and 1998 and in the
subsequent interim periods there were no disagreements with BHZ on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope and procedures which if not resolved to the satisfaction of BHZ would have
caused BHZ to make reference to the matter in their report.

         During the Company's fiscal years ended August 31, 1997 and 1998, and
through the interim periods in fiscal 1999, no reportable events have occurred.

         During the Company's fiscal years ended August 31, 1997 and 1998, and
during the interim periods in fiscal 1999 prior to the engagement of Arthur
Andersen LLP, there were no consultations between the Company and Arthur
Andersen LLP regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered upon the Company's financial statements. No written report or
oral advice was given to the Company by Arthur Andersen LLP in such regard.

         The Company has requested that BHZ furnish a letter addressed to the
Commission stating whether BHZ agrees with the above statements. A copy of that
letter, when received by the Company, will be promptly filed with the commission
as Exhibit 16 to this Form 8-K.


Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

         (c.)  Exhibits.

         *Exhibit 16   Letter from Boulay Heutmaker Zibell & Co. P.L.L.P.

- --------------------------------------------

         * To be filed by amendment when such letter is received by the Company.


                                    SIGNATURE
         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.


                                                    Celox  Laboratories,  Inc.

August 12, 1998                                     By   /s/  Milo  R.  Polovina
                                                       Milo  R.  Polovina, CEO