FORM 10-Q

United States
                                                  Securities and Exchange Commission
                                                       Washington, D. C. 20549

(Mark One)

X                     Quarterly Report Pursuant to Section 13 or 15(d)
                                                                                               of the Securities Exchange Act of 1934

For Quarter Ended: February 29, 2004
OR

_                      Transition Report Pursuant to Section 13 or 15(d)
                                                                                                of the Securities Exchange Act of 1934

Commission File Number: 0-14820IMMUCOR, INC.
(Exact name of registrant as specified in its charter)

       Georgia                                      22-2408354
                  (State or other jurisdiction of                                 (I.R.S. Employer
                  incorporation or organization)                      Identification No.)

3130 Gateway Drive       P.O. Box 5625       Norcross, Georgia 30091-5625
                                        (Address of principal executive offices)          (Zip Code)

Registrant's telephone number: (770) 441-2051

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes X   No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X   No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date.

As of April 2, 2004: Common Stock, $0.10 Par Value - 19,867,350

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|                                                                                 
|---------------------------------------------------------------------------------
|
|ASSETS                                                                           
|                                                                                 
|CURRENT ASSETS:                                                                  
|Cash and cash equivalents                                                        
|Accounts receivable, trade (less allowance for doubtful accounts of $1,717,039 at
|November 30, 2003 and $1,655,347 at May 31, 2003)                                
|Other receivables                                                                
|Inventories                                                                      
|Income taxes receivable                                                          
|Deferred income taxes                                                            
|Prepaid expenses and other                                                       
|                                                                                 
|Total current assets                                                             
|                                                                                 
|LONG-TERM INVESTMENT - At cost                                                   
|                                                                                 
|PROPERTY, PLANT AND EQUIPMENT - Net                                              
|                                                                                 
|DEFERRED INCOME TAXES                                                            
|                                                                                 
|OTHER ASSETS - Net                                                               
|                                                                                 
|DEFERRED LICENSING COSTS - Net                                                   
|                                                                                 
|CUSTOMER LIST - Net                                                              
|                                                                                 
|EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net                           
|                                                                                 
|                                                                                 
|                                                                                 

See notes to consolidated financial
statements.

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|                                                                             
|-----------------------------------------------------------------------------
|
|LIABILITIES AND SHAREHOLDERS' EQUITY                                         
|                                                                             
|CURRENT LIABILITIES:                                                         
|Current portion of borrowings under bank line of credit agreements           
|Current portion of long-term debt                                            
|Current portion of capital lease obligations                                 
|Accounts payable                                                             
|Income taxes payable                                                         
|Accrued salaries and wages                                                   
|Deferred income taxes                                                        
|Other accrued liabilities                                                    
|                                                                             
|Total current liabilities                                                    
|                                                                             
|BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS -    Net of current portion  
|                                                                             
|LONG-TERM DEBT - Net of current portion                                      
|                                                                             
|CAPITAL LEASE OBLIGATIONS - Net of current portion                           
|                                                                             
|DEFERRED INCOME TAXES                                                        
|                                                                             
|OTHER LIABILITIES                                                            
|                                                                             
|SHAREHOLDERS' EQUITY:                                                        
|Common stock -  authorized 45,000,000 shares, $0.10 par value; 19,815,920 and
|19,298,167 issued and outstanding at February 29, 2004 and May 31, 2003,     
|respectively                                                                 
|Additional paid-in capital                                                   
|Retained earnings                                                            
|Accumulated other comprehensive loss                                         
|                                                                             
|Total shareholders' equity                                                   
|                                                                             
|                                                                             
|                                                                             

See notes to consolidated financial statements.

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|                                    
|------------------------------------
|
|
|
|
|                                    
|NET SALES                           
|                                    
|COST OF SALES                       
|                                    
|GROSS MARGIN                        
|                                    
|OPERATING EXPENSES:                 
|Research and development            
|Selling and marketing               
|Distribution                        
|General and administrative          
|Amortization expense                
|                                    
|Total operating expenses            
|                                    
|INCOME FROM OPERATIONS              
|                                    
|OTHER INCOME (EXPENSE):             
|Interest income                     
|Interest expense                    
|Other - net                         
|                                    
|Total other                         
|                                    
|INCOME BEFORE INCOME TAXES          
|INCOME TAX EXPENSE                  
|                                    
|NET INCOME                          
|                                    
|Earnings per share:                 
|Basic                               
|                                    
|Diluted                             
|                                    
|Weighted average shares outstanding:
|Basic                               
|                                    
|Diluted                             
|                                    

See notes to consolidated financial statements.

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|                                                                                 
|---------------------------------------------------------------------------------
|
|
|
|                                                                                 
|OPERATING ACTIVITIES:                                                            
|Net income                                                                       
|Adjustments to reconcile net income to net cash provided by operating activities:
|Depreciation and amortization of property and equipment                          
|Amortization of other assets                                                     
|Amortization of debt issue costs                                                 
|Loss on debt retirement                                                          
|Provision for doubtful accounts                                                  
|Deferred tax provision                                                           
|Changes in operating assets and liabilities:                                     
|Accounts receivable, trade                                                       
|Income taxes                                                                     
|Inventories                                                                      
|Other receivables                                                                
|Other current assets                                                             
|Other long-term assets                                                           
|Accounts payable                                                                 
|Other current liabilities                                                        
|Other long-term liabilities                                                      
|                                                                                 
|Total adjustments                                                                
|                                                                                 
|Cash provided by operating activities                                            
|                                                                                 
|INVESTING ACTIVITIES:                                                            
|Purchases of / deposits on property and equipment                                
|                                                                                 
|Cash used in investing activities                                                
|                                                                                 
|FINANCING ACTIVITIES:                                                            
|Borrowings under line of credit agreements net of repayments                     
|Borrowings of long-term debt                                                     
|Payments of long-term debt and capital lease obligations                         
|Payment of debt issue costs                                                      
|Payment for fractional stock dividend shares                                     
|Exercise of stock options and warrants (519,806 shares and 1,044,892 shares,     
|respectively)                                                                    
|                                                                                 
|Cash used in financing activities                                                
|                                                                                 
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          
|                                                                                 
|(DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS                                
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                 
|                                                                                 
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       
|                                                                                 

See notes to consolidated financial statements.

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IMMUCOR, INC.

Notes to Consolidated
Financial Statements

(Unaudited)

1.     BASIS OF PRESENTATION

The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial information and
the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. However, there has been
no material change in the information disclosed in the Companys annual financial
statements dated May 31, 2003, except as disclosed herein. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month and nine-month
periods ended February 29, 2004 are not necessarily indicative of the results that may be
expected for the year ending May 31, 2004. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Companys
Annual Report on Form 10-K for the year ended May 31, 2003.

Certain prior year balances have been
reclassified to conform to the current year presentation.

The Company grants stock options for
a fixed number of shares to employees with an exercise price equal to the fair value of
the shares at the date of the grant. The Company accounts for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and
accordingly does not recognize compensation expense for the stock option grants.

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure
 an amendment of FASB Statement No. 123.This Statement provides alternative
methods of transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. The following table illustrates the
effect on net income and earnings per share as if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based employee compensation.

|                                                                                                                                  | Three Months Ended | Nine Months Ended
|--------------------------------------------------------------------------------------------------------------------------------- | ------------------ | -----------------
|
|
|                                                                                                                                  |                    |                  
|Net income as reported                                                                                                            |                    | $     2,038,211  
|Deduct total stock-based employeecompensation expense determined underfair value based methoeds for all awards,
     net of taxes |                    | 233,683          
|                                                                                                                                  |                    |                  
|Pro forma net income                                                                                                              |                    | $     1,804,528  
|Earnings per share as reported:                                                                                                   |                   
|Per common share                                                                                                                  |                    | $0.10            
|Per common share - assuming dilution                                                                                              |                    | $0.10            
|Pro forma earnings per share:                                                                                                     |                   
|Per common share                                                                                                                  |                    | $0.09            
|Per common share - assuming dilution                                                                                              |                    | $0.09            
|                                                                                                                                 

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2.     INVENTORIES

Inventories are stated at the lower
of first-in, first-out cost or market:

|                           | As of      February 29, 2004 | As ofMay 31, 2003 | 
|-------------------------- | ---------------------------- | ----------------- | 
|Raw materials and supplies |                              | $   6,117,354     | 
|Work in process            |                              | 2,504,779         | 
|Finished goods             |                              | 12,249,730        | 
|                           |                              |                   | 
|                           |                              | $ 20,871,863      | 
|                           |                              |                   | 

3.     EARNINGS PER SHARE

The following table sets forth the
computation of basic and diluted earnings per share in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings per Share. The
Company implemented a three-for-two stock split on November 14, 2003 to shareholders of
record as of the close of business October 24, 2003. The Company implemented a
three-for-two stock split on September 13, 2002 to shareholders of record as of the close
of business on August 26, 2002. The splits were effected in the form of a 50% stock
dividend. All share and per share amounts disclosed in this document have been restated to
reflect the stock splits discussed in Note 7 to the consolidated financial statements.

|                                                    | Three Months Ended | Nine Months Ended
|--------------------------------------------------- | ------------------ | -----------------
|
|
|                                                    |                    |                  
|Numerator for basic and diluted earnings per share: |                    |                  
|Income available to common shareholders             |                    | $  2,038,211     
|                                                    |                    |                  
|Denominator:                                        |                   
|For basic earnings per share - weighted             |                   
|average shares basis                                |                    | 19,746,778       
|Effect of dilutive stock options and warrants       |                    | 1,206,075        
|                                                    |                    |                  
|Denominator for diluted earnings per share          |                   
|-adjusted weighted average shares basis             |                    | 20,952,853       
|                                                    |                    |                  
|Earnings per common share                           |                    | $           0.10 
|                                                    |                    |                  
|Earnings per common share - assuming dilution       |                    | $           0.10 
|                                                    |                    |                  

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4.    
          DOMESTIC AND FOREIGN OPERATIONS

Information concerning the
Companys domestic and foreign operations is summarized below (in 000s):

|                             
|-----------------------------
|                             
|
|                             
|                             
|Net reagent revenues:        
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net instrument revenues:     
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Income from operations       
|Net income (loss)            
|                             
|
|                             
|                             
|Net reagent revenues:        
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net instrument revenues:     
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Income from operations       
|Net income (loss)            
|                             
|
|                             
|                             
|Net reagent revenues:        
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net instrument revenues:     
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Income (loss) from operations
|Net income (loss)            
|                             
|
|                             
|                             
|Net reagent revenues:        
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net instrument revenues:     
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Income from operations       
|Net income (loss)            

The Companys U.S. operations
made net export sales to unaffiliated customers of approximately $1,082,000 and $1,261,000
for the three months ended February 29, 2004 and February 28, 2003, respectively, and
approximately $3,685,000 and $3,498,000 for the nine months ended February 29, 2004 and
February 28, 2003, respectively. The Companys German operations made net export
sales to unaffiliated customers of approximately $1,425,000 and $961,000 for the
three months ended February 29, 2004 and February 28, 2003, respectively, and
approximately $3,588,000 and $2,520,000 for the nine months ended February 29, 2004
and February 28, 2003, respectively. The Companys Canadian operations made net
export sales to unaffiliated customers of approximately $430,000 and $533,000 for
the three months ended February 29, 2004 and February 28, 2003, respectively, and
approximately $1,328,000 and $1,643,000 for the nine months ended February 29, 2004
and February 28, 2003, respectively. Product sales to affiliates are valued at market
prices.

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5.    
          COMPREHENSIVE INCOME

The components of comprehensive
income for the three-month and nine-month periods ended February 29, 2004 and February 28,
2003 are as follows:

|                                      | Three Months Ended | Nine Months Ended
|------------------------------------- | ------------------ | -----------------
|
|
|                                      |                    |                  
|Net income                            |                    | $ 2,038,211      
|Net foreign currency translation      |                    | 161,518          
|Hedge loss reclassified into earnings |                    | 5,137            
|                                      |                    |                  
|Comprehensive income                  |                    | $ 2,204,866      
|                                      |                    |                  

Accumulated comprehensive income
(loss) as of February 29, 2004 and May 31, 2003 was $195,570 and ($782,262), respectively.
The balance, consisting primarily of net gains on foreign currency translation
adjustments, has been disclosed in the shareholders equity section of the
consolidated balance sheets.

6.    
          IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS
No. 143, Accounting for Asset Retirement Obligations(SFAS No. 143).
SFAS No. 143 applies to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction, development and/or the normal
operation of a long-lived asset. For the purposes of SFAS No. 143, a legal obligation is
an obligation that a party is required to settle as a result of an existing or enacted
law, statute, ordinance, or written or oral contract or that is based on a promise and an
expectation of performance. SFAS No. 143 is effective for financial statements for fiscal
years beginning after June 15, 2002. The Company adopted SFAS No. 143 effective June 1,
2003 without impact on its financial position or results of operations.

In July 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities(SFAS No. 146), which addresses financial accounting and reporting for
costs associated with exit or disposal activities and nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including certain costs incurred
in a restructuring). The provisions of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. At adoption on January 1, 2003,
SFAS No. 146 did not have a significant impact on the Companys consolidated
statements of operations or financial position. The Company does not have any in-process
or planned exit or disposal activities as of February 29, 2004.

In November 2002, the FASB issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees (FIN No. 45). FIN No. 45 requires a guarantor to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation it has
undertaken in issuing the guarantee. The Company must apply FIN No. 45 to guarantees, if
any, issued or modified after December 31, 2002. FIN No. 45 also requires guarantors to
disclose certain information for guarantees, including product warranties, outstanding at
the end of interim periods ending after December 15, 2002. At adoption, FIN No. 45 did not
have a significant impact on the Companys consolidated statements of operations or
financial position. The Company does not have any material warranty obligations or other
guarantees as of February 29, 2004.

In November 2002, the EITF reached a
consensus on EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables
(EITF 00-21). The Issue addresses certain aspects of the accounting for
arrangements under which a vendor will perform multiple revenue-generating activities.
EITF 00-21 addresses when a revenue arrangement with multiple deliverables should be
divided into separate units of accounting and, if separation is appropriate, how the
arrangement consideration should be allocated to the identified accounting units. The
Company adopted the provisions of EITF 00-21 effective September 1, 2003, without material
impact on its financial statements.

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See 1to the consolidated financial
statements for a discussion of SFAS No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure  an amendment of FASB Statement No. 123.

In January 2003, the FASB issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation
of Accounting Research Bulletin (ARB) No. 51 (FIN No. 46). FIN No. 46
requires certain variable interest entities, or VIEs, to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial
support from other parties. FIN No. 46 is effective for all VIEs created or acquired after
January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions
of FIN No. 46 must be applied for the first interim or annual period ending after March
15, 2004. The Company does not expect that the adoption of FIN No. 46 will have a material
impact on its financial statements.

In April 2003, the FASB issued SFAS
No. 149,Amendments of Statement 133 on Derivative Instruments and Hedging
Activities(SFAS No. 149). SFAS No. 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
instruments embedded in other contracts and for hedging activities under FASB Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. This
statement requires that contracts with comparable characteristics be accounted for
similarly. In particular, this statement clarifies under what circumstances a contract
with an initial net investment meets the characteristic of a derivative, clarifies when a
derivative contains a financing component, amends the definition of an underlying hedged
risk to conform to language used in FIN No. 45 and amends certain other existing
pronouncements. This statement, the provisions of which are to be applied prospectively,
is effective for contracts entered into or modified after June 30, 2003. The adoption of
SFAS No. 149, on July 1, 2003, did not have a material impact on the Companys
financial condition or results of operations.

In May 2003, the FASB issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity(SFAS No. 150). SFAS No. 150 establishes standards
for how an issuer classifies and measures in its statement of financial position certain
financial instruments with characteristics of both liabilities and equity. SFAS No. 150
requires that an issuer classify a financial instrument that is within SFAS No. 150s
scope as a liability (or an asset in some circumstances) because that financial instrument
embodies an obligation of the issuer. Many of those instruments were previously classified
as equity. SFAS No. 150 requires an issuer to classify the following instruments as
liabilities (or assets in some circumstances): mandatorily redeemable financial
instruments; obligations to repurchase the issuers equity shares by transferring
assets; and certain obligations to issue a variable number of its equity shares. SFAS No.
150 is effective for all financial instruments entered into or modified after May 31,
2003, and otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150, on September 1, 2003, did not
have a material effect on the Companys financial condition or results of operations.

7.    
          STOCK SPLITS

On September 19, 2003, the Board of
Directors approved a three-for-two stock split, which was effected in the form of a 50%
stock dividend. The date of distribution was November 14, 2003 to the shareholders of
record at the close of business on October 24, 2003. The number of shares outstanding at
the close of business on October 24, 2003 was 13,090,834. The stock split added an
additional 6,543,111 shares to outstanding shares. All share and per share amounts
disclosed in these notes have been restated to reflect this stock split. The total number
of shares outstanding at the stock split pay date was 19,633,945.

On July 24, 2002, the Board of
Directors approved a three-for-two stock split, which was effected in the form of a 50%
stock dividend. The date of distribution was September 13, 2002 to the shareholders of
record at the close of business on August 26, 2002. The number of shares outstanding at
the close of business on August 26, 2002 was 8,257,277. The stock split added an
additional 4,128,630 shares to outstanding shares. All share and per share amounts
disclosed in these notes have been restated to reflect this stock split. The total number
of shares outstanding at the stock split pay date was 12,385,916.

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8.    
          NEW SECURED CREDIT FACILITY

On December 18, 2003 the Company
obtained a new $27 million secured credit facility with SunTrust Bank. Proceeds of these borrowings
were primarily used to repay the Companys previous arrangement with Wachovia Bank (which was cancelled
upon repayment).  The
new credit facility matures in three years and is composed of a $15 million revolver and a
$12 million term loan. The term loan is payable in quarterly installments of $1.0 million.
The term loan and the revolver bearinterest of LIBOR plus additional percentage points
ranging from 1.0% to 1.75%, or SunTrust Bank prime rate plus additional percentage
points ranging from (0.5%) to 1.0% based on certain calculations as defined in the
Loan Agreement.  The loans are collateralized by the capital stock of all of the Companys
subsidiaries. The Company
recorded a non cash, pre tax charge of $924 thousand in the third quarter to write off
unamortized deferred financing charges related to its previous credit facility. This
charge reduced third quarter earnings by approximately $0.03 per diluted share. As
February 29, 2004, there was $12 million outstanding on the term loan and none outstanding
on the revolver.

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ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements that Immucor
may make from time to time, including all statements contained in this report that are not
statements of historical fact, constitute forward-looking statements under the
federal securities laws. Forward-looking statements may be identified by words such as
plans, expects, believes, anticipates,
estimates, projects, will and other words of similar
meaning used in conjunction with, among other things, discussions of future operations,
financial performance, product development and new product launches, FDA and other
regulatory applications and approvals, market position and expenditures. Factors that
could cause actual results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, Immucor include the following, some of
which are described in greater detail below: the decision of customers to defer capital
spending, increased competition in the sale of instruments and reagents, product
development or regulatory obstacles, changes in interest rates, fluctuations in foreign
currency exchange rates and general economic conditions. Investors are cautioned not to
place undue reliance on any forward-looking statements. Immucor cautions that historical
results should not be relied upon as indications of future performance. Immucor assumes no
obligation to update any forward-looking statements.

# Critical Accounting
Policies

General

We have identified the policies below
as critical to our business operations and the understanding of our results of operations.
The impact and any associated risks related to these policies on our business operations
is discussed throughout Managements Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected financial
results. For a detailed discussion on the application of these and other accounting
policies, see  Note 1 and Note 6 to the Consolidated Financial Statements of this
Quarterly Report on Form 10-Q. Note that our preparation of this Form 10-Q requires us to
make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates, and certain assumptions could prove to
be incorrect.

Revenue Recognition

The Company recognizes revenue when
the following four basic criteria have been met: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and
determinable; and (4) collectibility is reasonably assured. Should changes in conditions
cause management to determine these criteria are not met for certain future transactions,
revenue recognized for any reporting period could be adversely affected. Revenue from the
sale of the Companys reagents is recognized upon shipment since both title and risk
of loss transfers to the customer upon shipment. Revenue from the sale of the
Companys medical instruments is recognized upon shipment and completion of
contractual obligations relating to training and/or installation based on terms of the
related agreements. Revenue from rentals of the Companys medical instruments is
recognized over the life of the rental agreement. Instrument service contract revenue is
recognized over the life of the contract.

We adopted Emerging Issues Task Force
Issue (EITF) No. 00-21, Accounting for Revenue Arrangements with Multiple
Deliverables, for agreements entered into beginning in the second quarter of fiscal
year 2004. Agreements with multiple deliverables are reviewed and the deliverables are
separated into units of accounting under the provisions of EITF No. 00-21. The total
consideration received is allocated based on the estimated fair value of the units of
accounting, which requires judgment by management. Revenue is recognized as the elements
are delivered, assuming all the other conditions for recognition of revenue discussed in
the preceding paragraph have been met.

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Allowance for Doubtful
Accounts

Immucor maintains an allowance for
doubtful accounts for estimated losses resulting from the inability of its customers to
make required payments. The allowance is approximately 6.3% of the accounts receivable
balance. The Company continually monitors the collectibility of its customer accounts and
when indications arise that an amount is not likely to be collected, the amount is charged
to the allowance for doubtful accounts. If the financial condition of any of
Immucors customers was to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances could be required. No material changes have been
made to the allowance for doubtful accounts policy during fiscal 2004.

Inventory

Inventories are stated at the lower
of first-in, first-out cost or market. Cost includes material, labor and manufacturing
overhead. The Company uses a standard cost system as a tool to monitor production
efficiency. The standard cost system applies estimated labor and manufacturing overhead
factors to inventory based on budgeted production levels, staffing levels and costs of
operation. Actual costs and production levels may vary from the standards and are charged
to the consolidated statements of operations as a component of cost of sales. Since
 accounting principles generally accepted in the United States require that the standard cost approximate actual
cost, periodic adjustments are necessary. No material changes have been made to the
inventory policy during fiscal 2004.

Goodwill and Other
Long-lived Assets

In assessing the recoverability of
the Companys goodwill and other long-lived assets the Company must make assumptions
regarding estimated future cash flows and other factors to determine the fair value of the
respective assets. If these estimates or their related assumptions change in the future,
the Company may be required to record impairment charges for these assets not previously
recorded. On June 1, 2002 the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets, and is required
to analyze its goodwill and indefinite lived intangible assets for impairment on an annual
basis or more frequently if impairment indicators arise. In October 2001, the FASB issued
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The
Statement supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of,however it retains the fundamental
provisions of that statement related to the recognition and measurement of the impairment
of long-lived assets to be held and used. The Company adopted SFAS No. 144
effective June 1, 2002 without impact on its financial position or results of operations.

Income Taxes

Our income tax policy records the
estimated future tax effects of temporary differences between the tax bases of assets and
liabilities and amounts reported in the accompanying consolidated balance sheets, as well
as operating loss and tax credit carry-forwards. We follow very specific and detailed
guidelines regarding the recoverability of any tax assets recorded on the balance sheet
and provide any allowances as required. The Company believes that the value of the
Companys deferred tax assets assumes that the Company will be able to generate
sufficient future taxable income in certain tax jurisdictions, based on estimates and
assumptions. If these estimates and related assumptions change in the future, the Company
may be required to record additional valuation allowances against its deferred tax assets
resulting in additional income tax expense in the Companys consolidated statements
of operations. In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, carry-back opportunities, and tax-planning
strategies in making this assessment. Management evaluates the realizability of the
deferred tax assets and assesses the need for additional valuation allowances quarterly.
No material changes have been made to the income tax policy during fiscal 2004.

---



Stock-Based Employee
Compensation

The Company grants stock options for
a fixed number of shares to employees with an exercise price equal to the fair value of
the shares at the date of the grant. The Company accounts for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and
accordingly does not recognize compensation expense for the stock option grants. In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure  an amendment of FASB Statement No. 123.This
Statement provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on reported
results. The Company adopted the interim disclosure requirements in the period ended May
31, 2003. See Note 1 of the consolidated financial statements.

# Managements
Discussion and Analysis of Financial Condition and Results of Operations

# Overview

During the fourth quarter of fiscal
2004 and fiscal 2005, the Companys strategy is focused primarily on improving gross
margin and on developing its third generation product. While the Companys net sales
for the three-month period ended February 29, 2004 increased to $27.9 million from $25.2
million in the corresponding prior year period, and net sales for the nine-month period
ended February 29, 2004 increased to $82.3 million from $72.2 million in the corresponding
prior year period, gross margin (gross profit as a percentage of sales) decreased to 53.1%
during the quarter ended February 29, 2004 from 57.6% in the corresponding prior year
quarter, and decreased to 55.0% during the nine month period ended February 29, 2004 from
57.7% in the corresponding prior year period.

As discussed below under
Results of Operations, the deterioration in gross margins was due to several
factors, including:

| |  |  | o |  | An increase in reagent sales through European distributors at
relatively lower margins;
| |  |  | - |  | ---------------------------------------------------------------------------------------

| |  |  | o |  | Fluctuations in instrument product mix;
| |  |  | - |  | ---------------------------------------

| |  |  | o |  | Increases in
instrument service costs on older instruments; and
| |  |  | - |  | ---------------------------------------------------------------

| |  |  | o |  | Costs incurred to consolidate red
cell manufacturing facilities.
| |  |  | - |  | ----------------------------------------------------------------

While the Company plans to continue
European sales through distributors, it has implemented steps to stabilize and improve
gross margins including:

| |  |  | o |  | The elimination of a number of redundant products currently manufactured at the
Companys three manufacturing facilities, planned to take place during the
4th quarter of fiscal 2004 or the first quarter of fiscal 2005;
| |  |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | o |  | The consolidation of the Companys red cell product manufacturing, currently produced
at both the Norcross and Houston facilities, to the Companys Norcross facility,
expected to take place at the end of the fourth quarter of fiscal 2004; and
| |  |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | o |  | Development of a third generation instrument which the Company expects to produce higher
margins and lower service costs when it is introduced in fiscal year 2006 (projected).
| |  |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company recently announced it is
developing a third generation instrument, called the G3, currently planned for release in
2006. The G3 is targeted at the small- to medium-sized hospital market to which the
Companys ABS2000 instrument is currently marketed. The G3 is expected to be
significantly smaller and faster than the ABS2000, but will have substantially all of the
features of the Companys larger Galileo product, apart from lower throughput. The
G3s smaller size will allow depot service where a customer delivers an
instrument to a Company depot for servicing and receives a loaner instrument to use until
servicing is complete. The Company expects this depot method to be more cost effective
than sending repair personnel to the customers site, and that instrument service
costs will eventually decline as the G3 replaces the ABS2000.

---



The Company also continues to focus
on obtaining FDA clearance to market its high-volume Galileo instrument in the U.S.,
designed for the large hospital market. The Company submitted its 510(k) pre-market
notification for the Galileo with the Food and Drug Administration on January 30, 2004.
While the Company currently anticipates receiving clearance to market the Galileo in the
U.S. in the second or third quarters of fiscal 2005, there can be no assurance that the
Company will obtain this clearance within that time frame or at all. As of February 29,
2004, the Company has placed 109 Galileo instruments with European customers since
introducing the Galileo during the first quarter of 2002.

# Financial Condition,
Liquidity and Capital Resources

Net cash provided by operating
activities totaled approximately $15.6 million and $9.6 million for the nine-month periods
ending February 29, 2004 and February 28, 2003, respectively. As of February 29, 2004, the
Companys cash and cash equivalents balance totaled $10.3 million, a decrease of
approximately $0.9 million from the balance as of May 31, 2003. Cash provided by operating
activities for the nine-month period ending February 29, 2004 over the nine-month period
ending February 28, 2003 increased significantly, as detailed below.

During the nine-month period ended
February 29, 2004, improved collections on accounts receivable of approximately $1.0
million were mostly offset by the effect of the change in the Euro exchange rate. Factored
Italian accounts receivables that are classified as other receivables, had a net decline
of $0.6 million due to advances that were received on the accounts. Inventory rose
approximately $4.0 million during the nine-month period ended February 29, 2004 primarily
due to receipt of 35 ABS2000 instruments under an outstanding purchase commitment in the
U.S. and higher instrument inventory levels at the European subsidiaries. Income tax
refunds receivable, primarily in the U.S., has increased approximately $1.9 million
primarily due to a refund receivable for the U. S. for 2003 incomes taxes and the tax
benefit related to stock options exercised. Prepaid and other assets decreased
approximately $0.9 million during the nine-month period ended February 29, 2004, as
deposits on the ABS2000 units received during the period were moved into inventory and the
VAT receivable in Germany declined.

Other long-term assets decreased by
approximately $1.0 million due primarily to normal amortization of debt issue costs for
the first half of the fiscal year and the write off of unamortized deferred financing
charges related to its old credit facility, in the third quarter, as the Company entered
into a new, more favorable, credit facility. Deferred licensing costs and customer list
declined in the nine-month period ended February 29, 2004 due to normal amortization.
Excess of cost over net tangible assets acquired increased due to the effect of foreign
exchange rates against the dollar.

Accounts payable remained relatively
constant during the nine-month period ended February 29, 2004. Income tax liability
increased $0.3 million primarily due to increased Canadian earnings in the nine-month
period ended February 29, 2004. Accrued salaries and wages increased approximately $0.4
million during the nine-month period ended February 29, 2004 due to the timing of payroll
pay dates at quarter end. Net deferred income tax liabilities rose approximately $1.5
million during the nine-month period ended February 29, 2004 due to overpayment of FY 2003
U.S. Federal taxes resulting from a change in uniform capitalization method. Other accrued
liabilities declined during the nine-month period ended February 29, 2004, due to reduced
accrued audit fees and reduced suspended VAT payable on Italian factored receivables.
Other long-term liabilities decreased primarily due to the changes in the value of the
interest rate swap agreement.

During the nine-month period ended
February 29, 2004, $5.1 million of cash was used in investing activities primarily for
capital expenditures of $2.7 million for Galileo and other instruments used for
demonstration purposes by the sales force or placed at customer sites on reagent rental
agreements to be depreciated over the life of the respective agreements, $0.5 million for
computer hardware and software enhancements of the enterprise software system, $0.1
million to refurbish the German facility, $1.3 million for manufacturing and quality
system improvements at its Norcross and Houston facilities and approximately $0.5 million
for the development project to produce human collagen mesh. Planned capital expenditures
for the remainder of fiscal 2004 total approximately $1.2 million. Additionally, the
Company has budgeted $0.7 million for manufacturing and quality system improvements at its
Norcross and Houston facilities, $0.3 million at its Canadian facility, and $0.2 million
to upgrade its German facility as its European distribution center.

---



Net cash used in financing activities
during the nine-month period ended February 29, 2004 totaled approximately $11.9 million.
Approximately $25.9 million in payments of long-term debt, primarily to repay obligations to
Wachovia Bank, line of credit and
capital lease obligations, were made during the period.  Proceeds under the new secured credit
facility with SunTrust Bank totaled $12 million during the period.  The receipt of $1.8 million in
cash from the exercise of stock options partially offset the net cash used in financing activities. Most of these options were granted in prior
fiscal years and provide for exercise prices equal to the market value of the
Companys stock on the date granted.

During the nine-months ended February
29, 2004, common stock and additional paid-in capital increased by an aggregate of $4.4
million primarily due to the exercise of stock options, described above, including the
related tax benefit.  Also, common stock increased and
retained earnings decreased by approximately $0.7 million due to the effect of the
three-for-two stock split on November 14, 2003. Retained earnings and comprehensive income
(loss) improved by $9.5 million due to the earnings for the nine-month period ended
February 29, 2004 and by favorable changes in the net foreign exchange translation. The
financial statements of foreign subsidiaries have been translated into U.S. dollars in
accordance with FASB Statement No. 52, Foreign Currency Translation. All balance
sheet accounts have been translated using the exchange rates in effect at the balance
sheet dates. Income statement amounts have been translated using the sum of monthly
average exchange rates for each year. The gains and losses resulting from the changes in
exchange rates from year to year have been reported separately as a component of
comprehensive income (loss). The effect of foreign currency transaction gains and losses
has been recorded in the accompanying statements of operations.

On December 19, 2003 the Company
announced completion of a new $27 million secured credit facility with SunTrust Bank. The
new credit facility matures in three years and is composed of a $15 million revolver and a
$12 million term loan, both at terms more favorable to the Company than its previous
credit facility. The Company recorded a non cash, pre tax charge of $924 thousand in the
third quarter to write off unamortized deferred financing charges related to its previous
credit facility. This charge reduced third quarter earnings by approximately $0.03 per
diluted share. The following table illustrates the change in contractual obligations for
long-term debt and lines of credit from the amounts reported at May 31, 2003.

|Contractual Obligations                                                 | Payments Due by Periodin thousands
|----------------------------------------------------------------------- | ----------------------------------
|
|Long-Term Debt and Lines of Credit - as ofMay 31, 2003                  | $ 24,253                          
|Long-Term Debt and Lines of Credit - as ofFebruary 29, 2004             | 12,480                            
|Change in Contractual Obligations from May31, 2003 to February 29, 2004 | $(11,773)                         

Management continues to focus on
reducing the debt on the Companys balance sheet and does not anticipate that there
will be a need for additional borrowings in the foreseeable future. Management expects
that cash and cash equivalents and internally generated funds will be sufficient to
support operations, scheduled debt repayments and planned capital expenditures for the
next 12 months, as well as fund future long-term debt payments.

---



# Results of Operations

Immucor generated net sales of $27.9
million in the three-month period ended February 29, 2004, versus $25.2 million in the
three-month period ended February 28, 2003 and $82.3 million in the nine-month period
ended February 29, 2004, versus $72.2 million in the nine-month period ended February 28,
2003. Gross margin (gross profit as a percentage of net sales) fell to 53.1% during the
quarter ended February 29, 2004 compared to 57.6% in the prior year quarter. Net income
for the three-month period ended February 29, 2004 totaled $2.0 million, a decrease of
$1.7 million from the same quarter last year and $9.2 million in the nine-month period
ended February 29, 2004, versus $10.1 million in the nine-month period ended February 28,
2003. Diluted earnings per share, totaled $0.10 on 21.0 million weighted average shares
outstanding for the three-month period ended February 29, 2004, compared with diluted
earnings per share of $0.18 on 20.4 million weighted average shares outstanding in the
three-month period ended February 28, 2003. Diluted earnings per share, totaling $0.44 on
20.8 million weighted average shares outstanding for the nine-month period ended February
29, 2004, compared with diluted earnings per share of $0.50 on 20.1 million weighted
average shares outstanding in the nine-month period ended February 28, 2003. All share and
per share amounts have been adjusted to reflect the three-for-two stock splits effected in
the form of a 50% stock dividend that were distributed on November 14, 2003 and September
13, 2002. For the three-month period ended February 29, 2004, the effect on net sales and
gross margin of the change in the Euro exchange rate was an approximate increase of $1.3
million and $0.5 million, respectively, and minimal for net income. For the nine-month
period ended February 29, 2004, the effect on net sales and gross margin of the change in
the Euro exchange rate was an approximate increase of $3.5 million and $1.5 million,
respectively and minimal for net income.

Net Sales

Sales of instruments were $2.6
million in the third quarter of 2004 compared to $2.3 million in the third quarter of
2003. Instrument sales for the nine months grew by approximately $2.0 million to $7.2
million, a 39% increase over the nine months ended February 28, 2003. Demand for the
Galileo high volume instrument continues to be strong since its introduction to the
European market. During the quarter, 16 Galileo instruments were placed, resulting in 109
Galileo placements in Europe as of February 29, 2004. In the U.S., instrument sales rose
to $0.8 million in the third quarter this year versus $0.7 million in the third quarter
last year. The timing of instrument sales for the U.S. is difficult to predict due to the
variability and length of the sales cycle. The instrument backlog in the U.S. of purchase
orders received and instruments installed at customers sites but not yet recorded as sales
grew to $1.7 million of which approximately one third is higher margin Rosys instruments.

Comparing the quarter ended February
29, 2004 to the quarter ended February 28, 2003, sales of traditional reagent products
(i.e., products not utilizing the Companys patented Capture® technology)
increased $1.6 million, or 9.0%, from $18.2 million in the third quarter of fiscal 2003 to
$19.8 million in the third quarter of fiscal 2004. Traditional reagent sales increased
$5.9 million, or 11.0%, from $53.4 million in the nine-month period ended February 28,
2003 to $59.3 million in the nine-month period ended February 29, 2004. Sales of
Capture® products increased approximately $0.8 million to $5.5 million for the
three-month period ended February 29, 2004, a 17.3% increase over the prior year quarter.
For the nine-month period ended February 29, 2004, sales of Capture® products
increased approximately $2.3 million to $16.0 million, an increase of 17% over the
nine-month period ended February 28, 2003. The Company believes growth in reagent revenue
occurred primarily as a result of price increases including group contract renewals at
higher prices in North America, which contributed $0.8 million and $2.6 million to the
increase for the three-month and nine-month periods ended February 29, 2004, respectively.

Gross Margin

Gross margin (i.e., gross profit as a
percentage of sales) was 53.1% and 55.0% for the three-month and nine-month period ended
February 29, 2004, respectively, versus 57.6% and 57.7% for the three-month and nine-month
period ended February 28, 2003, respectively. The gross margin on traditional reagents was
57.6% and 59.3% for the three-month and nine-month period ended February 29, 2004,
respectively, as compared to 60.2% and 60.5% in the three-month and nine-month period
ended February 28, 2003, respectively. The gross margin on Capture® products was 63.2%
and 63.2% for the three-month and nine-month period ended February 29, 2004, respectively,
as compared to 67.5% and 68.1% in the three-month and nine-month period ended February 28,
2003, respectively. The gross margin percentage on Capture® products was diminished by
increased sales through the distributor network in Europe at lower margins to the Company.
The Company believes that utilizing distributors established in key European markets is
far more advantageous to the Company than developing its own sales and distribution
network in these markets. Gross margin was adversely impacted by worldwide expenses
related to CE marking on products intended for sale within the European Union that grew to
$366 thousand during the third quarter compared to minimal expenditures in the prior year
quarter. These CE marking-related expenses reduced gross margin percentage for the third
quarter by approximately 1.3%.

---



The gross margin on instruments,
including the impact of the cost of service, was (3.3%) for the quarter ended February 29,
2004, compared to 17% for the quarter ended February 28, 2003. Instrument gross profit was
negative for the quarter due in part to product mix and the variable sales cycle, as a
higher proportion of U.S. instrument sales are now ABS2000 sales at considerable lower
margins to the Company than sales of the higher margin Rosys instrument. The cost of
providing instrument service increased considerably during the quarter with service costs
for older model ABS2000 instruments growing faster than service revenues.

The balance of the gross margin
erosion was due to expenses incurred in preparation for the consolidation of red cell
manufacturing to the Norcross, Georgia factory reaching approximately $171 thousand.
Consolidation of redundant red cell panels and the accompanying supplemental products will
allow the Company to produce a panel that gives the customer a better selection of
antibodies and increase the Companys efficiency. Additional costs  will be
incurred in the fourth quarter for relocation
of the people that are being transferred from Houston to Norcross. The red cell
consolidation is expected to be complete by the end of the current fiscal year .

Operating expenses

Research and development expenses
were $1.1 million in the third quarter of fiscal 2004, up 97.8% from $573 thousand in the
prior year quarter. Research and development expenses were $2.6 million for the nine-month
period ended February 29, 2004, up 91.8% from $1.4 million in the prior year to date.
Spending on the development of a new third generation instrument targeted for the small to
medium hospital market was $315 thousand in the third quarter. The total spent on this
third generation product for the nine months ended February 29, 2004 is $632 thousand. In
addition, start-up expenses associated with the production of human collagen in our
Houston facility were $110 thousand in the quarter ended February 29, 2004, versus zero in
the year ago quarter. The Company expects the human collagen project to begin producing
revenues in the fiscal 2004 fourth quarter. The balance of the increase was expense
associated with clinical trial of the Galileo instrument in the United States. The 510(k)
pre-market notification for the Galileo instrument was submitted to the Food and Drug
Administration on January 30, 2004.

Selling and marketing expenses
increased $0.3 million and $1.5 million for the three-month and nine-month period ended
February 29, 2004, respectively, as compared to the three-month and nine-month period
ended February 28, 2003. The increase is primarily related to travel and marketing expense
associated with the sales efforts to market the Galileo in Europe, the ABS2000 road show
in the United States, and expenditures for product branding. Additionally, the change in
the Euro exchange rate resulted in an increase of approximately $0.3 million and $0.8
million in selling and marketing expenses for the three-month and nine-month period ended
February 29, 2004, respectively.

Distribution expenses for the
three-month and nine-month period ended February 29, 2004, increased by $0.8 million and
$1.1 million, respectively, compared to the three-month and nine-month period ended
February 28, 2003, primarily due to additional personnel and expenses incurred by the
German subsidiary to establish a European distribution hub and the higher cost in freight
and supplies related to the shipping package configuration for the Houston facility.

---



General and administrative expenses
for the three-month and nine-month period ended February 29, 2004, have risen
approximately $0.4 million and $1.1 million, respectively, over the three-month and
nine-month period ended February 28, 2003. The change in the Euro exchange rate accounted
for approximately $0.2 million and $0.6 million, respectively. The remaining increase was
due to additional personnel and expenditures to support domestic and international efforts
to expand Company presence and ensure compliance with European Union quality regulations
and accounting and SEC regulatory mandates in the United States.

Amortization expense remained
relatively constant for the three-month and nine-month period ended February 29, 2004, as
compared with the three-month and nine-month period ended February 28, 2003. In June 2002,
the Company adopted SFAS No.142, Goodwill and Other Intangible Assets, which
requires goodwill and indefinite lived intangible assets to be reviewed annually for
impairment, or more frequently if impairment factors arise, instead of amortized. The
Company tested goodwill for impairment in the fourth quarter of fiscal 2003  utilizing a combination of valuation techniques,
including the expected present value of future cash flows and a market multiple approach,
and found no impairment. Goodwill will be tested again in the fourth quarter of fiscal 2004.

Interest expense

As compared to the three-month and
nine-month period ended February 28, 2003, interest expense decreased $0.4 million and
$1.1 million in three-month and nine-month period ended February 29, 2004, respectively.
The decrease is primarily the result of reduced borrowings on long-term debt and a
favorable mark-to-market adjustment of the interest rate swap agreement. On December 18,
2003, the Company completed a new $27 million secured credit facility with SunTrust Bank.
The new credit facility matures in three years and is composed of a $15 million revolver
and a $12 million term loan, both at terms more favorable to the Company than its previous
credit facility.

Other income (expense)

Other income, net, for the
three-month and nine-month period ended February 29, 2004, primarily reflects the non
cash, pre tax charge of $924 thousand to write off unamortized deferred financing charges
related to its previous credit facility. This charge was partially offset by foreign
currency transaction gains that exceeded foreign currency transaction losses, over the
three-month and nine-month period ended February 28, 2003, where foreign currency
transaction losses exceeded foreign currency transaction gains.

Income taxes

The provision for income taxes
remained relatively constant in spite of declining income before tax, for the three-month
and nine-month period ended February 29, 2004 compared to the three-month and nine-month
period ended February 28, 2003. In the current year, income tax levels are skewed upward
by statutory tax rates for the foreign subsidiaries that are not proportionate to their
income levels compared to the prior year when a reserve on foreign tax credit was released
that favorably affected income tax levels.

---



ITEM 3.    Quantitative and Qualitative Disclosures On Market Risk

There have been no material changes
regarding the Companys market risk position from the information provided in its
Annual Report on Form 10-K for the fiscal year ended May 31, 2003. The quantitative and
qualitative disclosures about market risk are discussed in Item 7A-Quantitative and
Qualitative Disclosures About Market Risk, contained in the Companys Annual Report
on Form 10-K.

ITEM 4.   Controls and Procedures.

As of the end of the period covered
by this report, the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures pursuant to Rule
13a-15(b) and 15d-15(b) under the Exchange Act. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures are effective. There were no significant changes in the
Companys internal controls over financial reporting or in other factors identified
in connection with this evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 6.    Exhibits and Reports on Form 8-K.

(a)    
          The Company has filed the following exhibits with this report.

10.1      Loan Agreement among Immucor, Inc., as borrower, and SunTrust, as lender, dated as of December 18, 2003.

31.1       Certification of Principal Executive
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

31.2       Certification of Principal Financial
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

32.1       Certification of Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2       Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

| |  | * |  | The certifications contained in these exhibits are not filed for purposes of
Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of
that section. Such certifications will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent that the
Company specifically incorporates them by reference.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          The following report on Form 8-K was filed during the quarter ended February 29,
          2004.

| |  |  |  | Form
8-K filed on December 23, 2003 furnishing the Companys press release announcing the Companys preliminary
earnings and other results of operations for the second quarter of fiscal 2004 and the transcript of the Companys
conference call to discuss its results of operations for the second quarter of fiscal 2004.
| |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  | Form
8-K filed on January 7, 2004 furnishing the Companys press release containing additional financial
information for the second quarter of fiscal 2004.
| |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

---



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.

IMMUCOR, INC.(Registrant)

Date: April 14, 2004                                             By:       /s/ Edward L. Gallup

| | Edward L. Gallup, President and Chief Executive Officer
                                            (on behalf of Registrant and as Principal
Executive Officer)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Steven C.Ramsey

|Steven C. Ramsey, Senior Vice President - Finance
                                                                                            (Principal Accounting Officer)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



EXHIBIT INDEX

Number                                    Description

10.1       Loan Agreement among Immucor, Inc., as borrower, and SunTrust, as lender, dated as of December 18, 2003.

31.1       Certification of Principal Executive
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

31.2       Certification of Principal Financial
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

32.1       Certification of Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2       Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

| |  | * |  | The certifications contained in these exhibits are not filed for purposes of
Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of
that section. Such certifications will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent that the
Company specifically incorporates them by reference.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------