Exhibit 32

                   CERTIFICATION PURSUANT TO
                    18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




     In connection with the accompanying Quarterly Report on Form
10-QSB of Embryo Development Corporation  for the quarter ended
January 31, 2004, the undersigned hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief,
that:

     (1) such Quarterly Report on Form 10-QSB for the quarter ended
         January 31, 2004  fully complies with the requirements of
         section 13(a) or 15(d) of the Securities Exchange Act
         of 1934; and

     (2) the information contained in such Quarterly  Report on
         Form 10-QSB for the quarter ended January 31, 2004  fairly
         presents, in all material respects, the financial
         condition and results of operations of  Embryo
         Development Corporation.


                  By: /s/ Matthew L. Harriton
                      ------------------------
                      Matthew L. Harriton
                    Chief Executive Officer
                    Chief Financial Officer
                       March 12, 2004





A signed original of this written statement required by Section
906 has been provided to Embryo Development Corporation and will
be retained by Embryo Development Corporation and furnished to
the Securities and Exchange Commission or its staff upon request.