UNITED STATES

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 Report: April     20, 2004

(Date of earliest event reported)




ImmuCell Corporation

(Exact name of registrant as specified in its charter)



DE

(State or other jurisdiction of incorporation)


 


0-15507

(Commission File Number)


 


01-0382980

(IRS Employer Indentification Number)




 


56 Evergreen Drive, Portland, ME

(Address of principal executive offices)


04103

(Zip Code)


 




Registrant's telephone number, including area code: (207) 878-2770






Item 7. Financial Statements and Exhibits

(a) Not Applicable

(b) Not Applicable

(c) Exhibits

99.1       Press Release of ImmuCell Corporation dated April     20, 2004

Item 12. Results of Operations and Financial Condition



On April 20, 2004, ImmuCell Corporation(the "Company") issued a press release announcing earnings results for the three month period ended March 31, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.



The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exhange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such filing.



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 hereunto duly authorized.






Dated: April     20, 2004



IMMUCELL CORPORATION

By:  /s/ Michael F. Brigham                      

     Michael F. Brigham

     President/CEO