8-K

               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 EARLIEST REPORTED EVENT - MARCH 31, 1999
                                
                                
                                
                       BIO RESPONSE, INC.
      (Exact name of Registrant as specified in its charter)
                                
                                
                                
                                
      Delaware               0-9201               59-3453151
(State or other jurisdiction of(Commission      (IRS Employer
incorporation or organization)File Number)  Identification Number)
                                
                                
                         1612 N. OSCEOLA
                    CLEARWATER, FLORIDA 33755
      (Address of Registrant's principal executive offices)
                                
                                
                         (727) 443-3434
      (Registrant's telephone number, including area code)
                                
                                
                         (727) 443-5340
       (Registrant's facsimile number, including area code)
                                
                                
  (Former name or former address, if changed since last report)
ITEM 5.
OTHER EVENTS

Reverse Split and Increase in Authorized Capital

    On  March 31, 1999, the Corporation filed an amendment to its
Certificate  of Incorporation that will, effective at  5:00  p.m.
EST  on  April  2, 1999 (a) effect a reverse stock split  in  the
ratio  of  one (1) new share for every thirty-two (32) shares  of
common  stock  then issued and outstanding; and (b) increase  its
authorized capital stock to 25,000,000 shares of $0.004 par value
Common  Stock and 5,000,000 shares of $0.004 par value  preferred
stock. Each of the foregoing amendments was approved at a meeting
of  the  Corporation's stockholders that was duly called, noticed
and  held  on March 10, 1997, and finalized on July 29,  1997,  1
after several adjournments of less than 30 days each.

    No  fractional shares will be issued in connection  with  the
reverse  split  and  all calculations that would  result  in  the
issuance of a fractional share will be rounded up to the  nearest
whole  number. In addition, no stockholder who was the beneficial
owner  of at least 100 shares of the $.004 par value common stock
("Old  Common") on the date of the Amendment, will receive  fewer
than  100  shares  of the post-consolidation common  stock  ("New
Common") of the Corporation in connection with the implementation
of  the  reverse split and all calculations that would result  in
the  issuance of fewer than 100 shares of Common Stock to such  a
stockholder will be rounded up to 100 shares. As a result of  the
amendment,  the 9,176,554 issued and outstanding  shares  of  the
Corporation's   Common   Stock   will   be   consolidated    into
approximately 300,000 shares effective 5:00 p.m. EST on April  2,
1999.

   The  New Common will be listed on the OTC Bulletin Board under
the symbol "BRSPD" and open for trading on Monday, April 5, 1999.
All  registered holders of certificates for shares of Old  Common
will   be  requested  to  forward  their  certificates   to   the
corporation's  transfer  agent, together  with  a  completed  and
executed letter of transmittal, in order to receive the shares of
New Common of to which they are entitled.

Issuance of Additional Securities

    On the effective date of the Amendment, or as soon thereafter
as  practicable (a) 200,000 shares of Common Stock will be issued
to Capston Network Company pursuant to the Plan of Reorganization
previously  approved  by  the  Company's  stockholders,  and  (b)
certain  financial consultants, attorneys and other professionals
involved  in  the development and implementation of the  plan  of
reorganization  will  receive 300,000  shares  of  common  stock.
Taking  all  of  the  foregoing  into  account,  there  will   be
approximately 800,000 post-consolidation shares of the  Company's
Common Stock issued and outstanding.

ITEM 7.
Financial Statements and Exhibits

 (c)   Exhibits.

       3.1 Amendment to the Certificate of Incorporation of Bio Response, Inc.
       dated March 31, 1999
                                
       4.1 Specimen Certificate for shares of the
       Corporation's $0.004 par value Common Stock

                                
                           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.

Bio Response, Inc
April 2, 1999



By:        /s/
Sally A. Fonner, Chief Executive Officer

_______________________________
1

EX-3

           Restated Certificate of Incorporation-Page
                        AMENDMENT TO THE
                  CERTIFICATE OF INCORPORATION
                               OF
                       Bio Response, Inc.
                                
Bio   Response,  Inc.  (the  "Corporation"),  pursuant   to   the
requirements  of  the General Corporation Law  of  the  State  of
Delaware, as amended, ("GCLD"), hereby certifies:
   1.  The  Amendment  to  the Certificate of  Incorporation  set
   forth  herein  was  duly  adopted  in  a  resolution  of   the
   Corporation's   Board   of   Directors,   submitted   to   the
   Corporation's  stockholders for their approval,  and  approved
   by  a  majority  vote of the Corporation's stockholders  at  a
   meeting  called,  noticed and held on the 10th  day  of  March
   1997.
   2.  The number of shares of the Corporation outstanding at the
   time of such adoption and the number of shares entitled to vote
   thereon was NINE MILLION, ONE HUNDRED SEVENTY-SIX THOUSAND FIVE
   HUNDRED  FIFTY-FOUR (9,176,554) shares of  common  stock  (the
   "Common  Stock").  The  holders of FIVE  MILLION,  THIRTY-NINE
   THOUSAND, NINE HUNDRED THIRTY-FOUR (5,039,934 shares) of Common
   Stock were present at the meeting in person or by proxy and each
   of the amendments set forth herein was approved by the holders of
   a majority of the Corporations' issued and outstanding shares of
   Common Stock.
   3. The effective date and time of the Certificate of Amendment
   shall be 5 p.m. EST on April 2, 1999.
   4.   The   provisions   of   the   original   Certificate   of
   Incorporation  and  all  subsequent  amendments  thereto   are
   hereby superseded by the following amendments:
                                
                           ARTICLE IV
                       AUTHORIZED CAPITAL
    The  Corporation  shall be authorized to  issue  a  total  of
Thirty  Million (30,000,000) shares of capital stock which  shall
be subdivided into classes as follows:
(a)Twenty-five  Million (25,000,000) shares of the  Corporation's
   capital  stock  shall be denominated as Common Stock,  have  a
   par  value of $.004 per share, and have the rights, powers and
   preferences  set  forth  in  this paragraph.  The  Holders  of
   Common  Stock shall share ratably, with all other  classes  of
   common  equity, in any dividends that may, from time to  time,
   be  declared  by the Board of Directors. No dividends  may  be
   paid  with  respect  to Corporation's Common  Stock,  however,
   until  dividend  distributions to  the  holders  of  Preferred
   Stock,  if  any,  have  been  paid  in  accordance  with   the
   certificate  or certificates of designation relating  to  such
   Preferred  Stock.  The  holders of Common  Stock  shall  share
   ratably,  with  all  other classes of common  equity,  in  any
   assets  of the Corporation that are available for distribution
   to  the holders of common equity securities of the Corporation
   upon  the  dissolution or liquidation of the Corporation.  The
   holders  of  Common Stock shall be entitled to cast  one  vote
   per  share on all matters that are submitted for a vote of the
   stockholders. Effective at 5:00 p.m. EST on April 2,1999,  and
   without any further action by the holders the Common Stock  of
   the  Corporation,  the NINE MILLION, ONE  HUNDRED  SEVENTY-SIX
   THOUSAND  FIVE  HUNDRED  FIFTY-FOUR  (9,176,554)  issued   and
   outstanding  shares  of the Corporation's Common  Stock  shall
   consolidated or "reverse split" in the ratio of  one  (1)  new
   share  for  every thirty-two (32) shares currently held  by  a
   stockholder  so that the total issued and outstanding  capital
   stock  of  the  Corporation shall consist  of   THREE  HUNDRED
   THOUSAND (300,000) shares, more or less. No fractional  shares
   shall  be issued in connection with the reverse split and  all
   calculations   that  would  result  in  the  issuance   of   a
   fractional  share  shall be rounded up to  the  nearest  whole
   number.  In  addition, no stockholder who was  the  beneficial
   owner  of  at least 100 shares on the effective date  of  this
   Amendment  shall receive fewer than 100 shares  of  the  $.004
   par  value Common Stock of the Corporation in connection  with
   the  implementation of the reverse split and all  calculations
   that would result in the issuance of fewer than 100 shares  of
   Common Stock to such a stockholder shall be rounded up to  100
   shares.
(b)Five   Million   (5,000,000)  shares  of   the   Corporation's
   authorized  capital  stock shall be denominated  as  Preferred
   Stock,  par  value  of  $.004 per share. Shares  of  Preferred
   Stock  may  be issued from time to time in one or more  series
   as  the Board of Directors, by resolution or resolutions,  may
   from  time  to  time  determine, each of  said  series  to  be
   distinctively  designated. The voting powers, preferences  and
   relative,  participating, optional and other  special  rights,
   and  the  qualifications, limitations or restrictions thereof,
   if  any,  of  each such series of Preferred Stock  may  differ
   from  those of any and all other series of Preferred Stock  at
   any  time  outstanding, and the Board of Directors  is  hereby
   expressly granted authority to fix or alter, by resolution  or
   resolutions,   the   designation,   number,   voting   powers,
   preferences  and relative, participating, optional  and  other
   special  rights,  and  the  qualifications,  limitations   and
   restrictions thereof, of each such series of Preferred Stock.
Dated March 24, 1999.

                                                              By:
_/s/_________________
                                        Sally      A.     Fonner,
                                        President    and     Sole
                                        Director

EX-4

                      BIO-RESPONSE, INC
    INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                     CUSIP 090575 30 91

NUMBER: NB _______________
SHARES _________________

[See reverse side for certain definitions]

This certifies that __________________ is the owner of
___________________
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE
PAR VALUE OF FOUR-TENTHS OF ONE CENT ($0.004) EACH of BIO-
RESPONSE, INC., transferable on the books of the Corporation
by the holder hereof in person or by attorney upon surrender
of this certificate properly endorsed.  This certificate is
not valid until countersigned and registered by the Transfer
Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.

Dated:
Secretary: /s/ Sally Fonner
President: /s/ Sally Fonner

Countersigned and Registered: CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, Jersey City, NJ - Transfer Agent and
Registrar authorized officer [signature]

CORPORATE SEAL: BIO-RESPONSE, Inc., 1972, Delaware.


REVERSE SIDE:

The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws
or regulations:

TEN COM - as tenants in common; TEN ENT - as tenants by the
entireties; JT TEN - as joint tenants with right of
survivorship and not as tenants in common; UNIF GIFT MIN ACT
- - __[cust]______custodian,  _[minor]_ under Uniform Gifts to
Minors Act (state name).  Additional abbreviations may also
be used though not in the above list.

FOR VALUE RECEIVED, [seller's name] hereby sell, assign and
transfer unto ____________________ [social security number
or other identifying number of assignee; printed name and
address of assignee, including zip code] Shares of the
Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ____________
Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in
the premises.

Dated:
Signature:

Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.

_______________________________
1CUSIP