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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001102624-05-000024.txt : 20050207
<SEC-HEADER>0001102624-05-000024.hdr.sgml : 20050207
<ACCEPTANCE-DATETIME>20050207114206
ACCESSION NUMBER:		0001102624-05-000024
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050207
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050207
DATE AS OF CHANGE:		20050207

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IMMUCELL CORP /DE/
		CENTRAL INDEX KEY:			0000811641
		STANDARD INDUSTRIAL CLASSIFICATION:	IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
		IRS NUMBER:				010382980
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12934
		FILM NUMBER:		05579507

	BUSINESS ADDRESS:	
		STREET 1:		56 EVERGREEN DR
		CITY:			PORTLAND
		STATE:			ME
		ZIP:			04103
		BUSINESS PHONE:		2078782770

	MAIL ADDRESS:	
		STREET 1:		56 EVERGREEN DRIVE
		CITY:			PORTLAND
		STATE:			ME
		ZIP:			04103
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>immucell8k.htm
<DESCRIPTION>IMMUCELL CORPORATION 8-K
<TEXT>
<table cellpadding="3" border="0" cellspacing="0" width="100%">
<tr><td>
</td></tr>
</table>
<center>
<table border=0 cellpadding=3 cellspacing=0>
<tr><td align="center"><br><br>
<B>UNITED STATES</B><br>
<B>SECURITIES AND EXCHANGE COMMISSION</B><br>
Washington, D.C. 20549<p>
<hr size=1>
<p><b>FORM 8-K<p>
CURRENT REPORT
<p>
Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934.
</td>
</tr>
</table>
<p>
<b>
<table border=0 cellpadding=0 cellspacing=0>
<tr><td colspan=5 align=center>
<b>Date of Report: February  07, 2005</b><br>
(Date of earliest event reported)<br><br>
</td></tr>
<tr><td colspan=5 align=center>
<b>ImmuCell Corporation</b><br>
(Exact name of registrant as specified in its charter)
</td></tr>
<tr>
<td align=center width="20%">
<b>DE</b><br>
(State or other jurisdiction of incorporation)
</td>
<td width="20%">
&nbsp;
</td>
<td align=center width="20%">
<b>0-15507</b><br>
(Commission File Number)
</td>
<td width="20%">
&nbsp;
</td>
<td align=center width="20%">
<b>01-0382980</b><br>
(IRS Employer Indentification Number)
</td>
</tr>
<tr>
<td width="20%">
&nbsp;
</td>
<td align=center width="20%" colspan=2>
<b>56 Evergreen Drive, Portland, ME</b><br>
(Address of principal executive offices)
</td>
<td align=center width="20%" colspan=2>
<b>04103</b><br>
(Zip Code)
</td>
<td width="20%">
&nbsp;
</td>
</tr>
<tr><td colspan=5 align=center>
<br>Registrant's telephone number, including area code: <b>(207) 878-2770</b>
</td></tr>
</table>
</center>
<hr size=1>
<table width=100%>
<tr><td width="100%">
<b>Item 2.02. Results of Operations and Financial Condition</b></b><br>
<br>
On February 7, 2005 ImmuCell Corporation (the "Company") issued a press release announcing earnings results for the three and twelve month periods ended December 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.
<br>
<br>The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act (the "Exchange 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.
<p>
<b>Item 9.01. Financial Statements and Exhibits</b></b><br>
<b>(c) Exhibits</b><br>
99.1 &nbsp; &nbsp; &nbsp; <a href="immucellcorporation.htm">Press Release of ImmuCell Corporation dated February  07, 2005</a></b>
<p>
<p>
<hr size=1>
<b><center>SIGNATURE</center></b>
<p>
&nbsp; &nbsp; &nbsp; 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.<p>
</td></tr>
</table>
<table>
<tr>
<td width="50%" valign=top>
Dated: February  07, 2005<br>
</td>
<td>
<b>IMMUCELL CORPORATION</b>
<p>
By: <u>&nbsp;/s/ Michael F. Brigham &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </u> <br>
&nbsp; &nbsp; &nbsp;Michael F. Brigham<br>
&nbsp; &nbsp; &nbsp;<i>President/CEO</i><br>
</td></tr>
</table>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1 CHARTER
<SEQUENCE>2
<FILENAME>immucellcorporation.htm
<DESCRIPTION>IMMUCELL CORPORATION PRESS RELEASE
<TEXT>

<p></p>
<b>ImmuCell Announces Sales Growth and Other Financial Results for Fourth Quarter and Full Year 2004</b>
<p>PORTLAND, ME -- 02/07/2005 --  ImmuCell Corporation (NASDAQ: ICCC) today
announced the results of its operations for the three and twelve month
periods ended December 31, 2004.
</p>
<p>
For the three months ended December 31, 2004, product sales increased by
8%, or $62,000, to $856,000, in comparison to the same period in 2003.  For
the year ended December 31, 2004, product sales increased by 12%, or
$379,000, to $3,524,000, in comparison to the same period in 2003.
</p>
<p>
"We have now completed six consecutive profitable years since our December
1998 decision to focus our efforts on developing, manufacturing and selling
products for the dairy and beef industries," commented Michael F. Brigham,
president and CEO.  "Most of our R&amp;D efforts during this period were
invested in developing animal health applications of Nisin.  Our December
2004 licensing agreement with Pfizer for Mast Out&#174; is a significant
endorsement of these efforts and represents an important milestone in the
development of our business."
</p>
<p>
In November 2004, the Company paid approximately $965,000 to buy out
certain future milestone and royalty payment obligations under an exclusive
license from Nutrition 21, Inc. covering certain applications of Nisin,
including Mast Out&#174; for the treatment of mastitis in lactating dairy
cows.  In December 2004, the Company received a $1,500,000 up-front payment
from Pfizer in connection with a product development and marketing
agreement covering Mast Out&#174;.  Both amounts have been capitalized and the
related R&amp;D expense and deferred income is expected to be recognized over
the period from December 15, 2004 to December 31, 2007.
</p>
<p>
The Company recognized net income of $34,000 for the three months ended
December 31, 2004, compared to a net loss of $(128,000) during the same
period in 2003.  For the year ended December 31, 2004, the Company
recognized income before income taxes of $177,000.  This compared with
income before income taxes of $716,000 for the same period in 2003, which
included $1,100,000 in other income from the sale of the Company's interest
in a non-core joint venture.  Net income of $144,000, or $0.05 per diluted
share, was recognized for the year ended December 31, 2004, compared to net
income of  $411,000, or $0.15 per diluted share, for the same period in
2003.  The 2004 income tax expense includes a tax benefit of approximately
$39,000 principally related to certain tax credits that had been previously
reserved for due to the uncertainty of their being realized before
expiration.
</p>
<p>
The Company's cash, cash equivalents and short-term investments increased
by 5%, or $205,000, to $4,450,000 at December 31, 2004, as compared to
$4,245,000 at December 31, 2003.  Stockholders' equity increased by 5%, or
$358,000, to $7,729,000 at December 31, 2004, as compared to $7,370,000 at
December 31, 2003.  The Company had 2,795,000 shares of common stock
outstanding as of December 31, 2004.
<pre>

                                         (Unaudited)
                                     Three Months Ended      Year Ended
                                        December 31,        December 31,
(In thousands,                         2004      2003      2004      2003
 except per share amounts)           -------   -------   -------   -------
Revenues:
Product sales                        $   856   $   794   $ 3,524   $ 3,145
Other revenues                            88        31       172       212
                                     -------   -------   -------   -------
Total revenues                           944       825     3,696     3,357

Cost and expenses:
Product costs                            347       303     1,449     1,347
Research and development expenses        356       476     1,092     1,350
Selling, general and
 administrative expenses                 269       261     1,034     1,089
                                     -------   -------   -------   -------
Total costs and expenses                 972     1,040     3,575     3,786
                                     -------   -------   -------   -------

Net operating (loss) income              (28)     (215)      121      (429)

Interest and other income                 15        11        57     1,145
                                     -------   -------   -------   -------

(Loss) income before income taxes        (13)     (204)      178       716
Income tax (benefit) expense             (47)      (76)       34       305
                                     -------   -------   -------   -------
Net income (loss)                    $    34   $  (128)  $   144   $   411
                                     =======   =======   =======   =======

Net income (loss) per common share:
Basic                                $  0.01   $ (0.05)  $  0.05   $  0.15
Diluted                              $  0.01   $ (0.05)  $  0.05   $  0.15

Weighted average common
 shares outstanding:
Basic                                  2,761     2,741     2,755     2,738
Diluted                                2,998     2,741     2,967     2,824



                                      At December 31,     At December 31,
                                           2004                2003
                                     -----------------   -----------------
(In thousands)
Cash, cash equivalents and
 short-term investments                   $4,450              $4,245
Total assets                               9,530               8,187
Net working capital                        4,998               4,965
Stockholders' equity                      $7,729              $7,370
</pre>
ImmuCell Corporation is a biotechnology company that is developing,
manufacturing and selling products that improve animal health and
productivity in the dairy and beef industries.  Press releases and other
information about the Company are available at http://www.immucell.com.

</p>
<pre>
Contact:

Michael F. Brigham
President and Chief Executive Officer
(207) 878-2770 Ext. 3106


</pre>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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