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: February  07, 2005

(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 2.02. Results of Operations and Financial Condition



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.



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.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1       Press Release of ImmuCell Corporation dated February  07, 2005



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: February  07, 2005



IMMUCELL CORPORATION

By:  /s/ Michael F. Brigham                      

     Michael F. Brigham

     President/CEO