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: August 31, 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 September 30, 2004: Common Stock, $0.10 Par Value - 29,922,259

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|ASSETS                                                                           
|                                                                                 
|CURRENT ASSETS:                                                                  
|Cash and cash equivalents                                                        
|Accounts receivable, trade (less allowance for doubtful accounts of $1,364,524 at
|August 31, 2004 and $1,330,305 at May 31, 2004)                                  
|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; 29,864,004 and
|30,176,345 issued and outstanding at August 31, 2004 and May 31, 2004,       
|respectively                                                                 
|Additional paid-in capital                                                   
|Retained earnings                                                            
|Accumulated other comprehensive income (loss)                                
|                                                                             
|Total shareholders' equity                                                   
|                                                                             
|                                                                             
|                                                                             

See notes to consolidated financial statements.

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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 and excess of cost over net tangible assets acquired
|Loss on retirement of fixed assets                                               
|Amortization of debt issue costs                                                 
|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                     
|Payments of long-term debt and capital lease obligations net of borrowings       
|Repurchase of stock                                                              
|Cash dividends paid                                                              
|Exercise of stock options and warrants (80,430 shares and 287,539 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 U.S. generally accepted accounting
principles  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 U.S. generally accepted accounting principles
 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, 2004, 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 period ended August
31, 2004 are not necessarily indicative of the results that may be expected for the year
ending May 31, 2005. 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, 2004.

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

2.     
          STOCK-BASED 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 SFAS No. 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.

| | For the three months ended                                                                                                
| | --------------------------------------------------------------------------------------------------------------------------
|
|
| |                                                                                                                           
| | Net income as reported                                                                                                    
| | Deduct total stock-based employeecompensation expense determined underfair value based methods for all awards,net of taxes
| |                                                                                                                           
| | Pro forma net income                                                                                                      
| | Earnings per share as reported:                                                                                           
| | Per common share                                                                                                          
| | Per common share - assuming dilution                                                                                      
| | Pro forma earnings per share:                                                                                             
| | Per common share                                                                                                          
| | Per common share - assuming dilution                                                                                      
|

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3.      INVENTORIES

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

| | As of          August 31, 2004 |  | As of          May 31, 2004
| | ------------------------------ |  | ---------------------------
| | Raw materials and supplies     |  | $              5,860,029   
| | Work in process                |  | 3,235,657                  
| | Finished goods                 |  | 11,642,367                 
| |                                |  |                            
| |                                |  | $            20,738,053    
| |                                |  |                            

4.      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 July 16, 2004 to shareholders of record
as of the close of business on June 30, 2004. 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 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 8 to the consolidated financial statements.

| | Three Months Ended                                 
| | ---------------------------------------------------
|
|
| |                                                    
| | Numerator for basic and diluted earnings per share:
| | Income available to common shareholders            
| |                                                    
| | Denominator:                                       
| | For basic earnings per share - weighted            
| | average shares basis                               
| | Effect of dilutive stock options and warrants      
| |                                                    
| | Denominator for diluted earnings per share         
| | -adjusted weighted average shares basis            
| |                                                    
| | Earnings per common share                          
| |                                                    
| | Earnings per common share - assuming dilution      
| |                                                    

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5.     
          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 (loss) 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)            

The Companys U.S. operations
made net export sales to unaffiliated customers of approximately $1,829,000 and $1,392,000
for the three months ended August 31, 2004 and 2003, respectively. The Companys
German operations made net export sales to unaffiliated customers of approximately
$1,120,000 and $867,000 for the three months ended August 31, 2004 and 2003, respectively.
The Companys Canadian operations made net export sales to unaffiliated customers of
approximately$471,000 and $360,000 for the three months ended August 31, 2004 and
2003, respectively. Product sales to affiliates are valued at market prices.

6.     
          COMPREHENSIVE INCOME

The components of comprehensive
income for the three-month periods ended August 31, 2004 and 2003 are as follows:

| | Three Months Ended                         
| | -------------------------------------------
|
|
| |                                            
| | Net income                                 
| | Net foreign currency translation           
| | Hedge loss reclassified to interest expense
| |                                            
| | Comprehensive income                       
| |                                            

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Accumulated comprehensive income
(loss) as of August 31, 2004 and May 31, 2004 was $45,787 and ($328,146), respectively.
The balance, consisting primarily of net gains/losses on foreign currency translation
adjustments, has been disclosed in the shareholders equity section of the
consolidated balance sheets.

7.     
          IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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 July 1, 2003, without material
impact on its financial statements.

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 beginning after March
15, 2004. The Company adopted the provisions of FIN No. 46 effective June 1, 2004, without
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 statements.

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 statements.

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8.     
          STOCK SPLITS

Immucor distributed a three-for-two
stock split, effected in the form of a 50% stock dividend on November 14, 2003 to the
shareholders of record on October 24, 2003, which resulted in the issuance of 6,542,601
shares of common stock, net of 2,048 fractional shares for which cash dividends were paid.
On June 1, 2004, the Board of Directors approved a three-for-two stock split, effected in
the form of a 50% stock dividend, to shareholders of record as of the close of business on
June 30, 2004. The stock split was distributed on July 16, 2004 and increased the number
of shares outstanding by 10,066,940, net of 326 fractional shares for which cash dividends
were paid.

9.     
          STOCK REPURCHASE PROGRAM

The Company instituted a stock
repurchase program in June of 1998 for up to 2,700,000 shares, of which 2,416,500 shares
had been purchased prior to the end of the 2004 fiscal year, leaving 283,500 shares
available for repurchase. On June 1, 2004, the Board of Directors authorized the Company
to repurchase up to an additional 300,000 shares of its common stock. On August 2, 2004,
the Board of Directors authorized the Company to repurchase up to an additional 500,000
shares of its common stock. In the quarter ended August 31, 2004, the Company repurchased
415,000 shares at an average per share price of $19.30, bringing the aggregate number of
shares to 2,831,500 repurchased to date since implementation of the 1998 repurchase
program. The aggregate amount remaining available for repurchase under the program is
668,500 shares as of August 31, 2004.

10.     
          DISTRIBUTION AGREEMENT BUYOUT

Other income (loss) for the quarter
ended August 31, 2004 includes a $274 thousand charge associated with the buyout of a
distribution agreement.

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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 statements contained in this report, 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, should 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, changes in demand for the
Companys human collagen product and general economic conditions. In addition, the
strengthening of the dollar versus the Euro would adversely impact reported European
results. 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, Note 2 and Note 7 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. Senior management has discussed the development and selection of critical
accounting estimates and related Managements Discussion and Analysis of Financial
Condition and Results of Operations disclosure with the Audit Committee of the Board of
Directors.

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 in the U.S. market is recognized upon shipment when
both title and risk of loss transfers to the customer upon shipment. Revenue from the sale
of the Companys reagents in the export market is recognized FOB customs clearance
when both title and risk of loss transfers to the customer. Revenue from the sale of the
Companys human collagen product is recognized upon shipment and passage of a 10-day
inspection period. 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.

---

In some situations, the Company sells
an instrument to a third-party leasing company without recourse, and receives full cash
payment for the instrument upon receipt of the ultimate customers signed delivery
and acceptance. In certain limited situations involving third party lease arrangements,
the Company enters into a repurchase agreement whereby if the ultimate customer terminates
the lease, the Company agrees to repurchase the instrument for an amount equal to the
remaining unpaid lease payments owed to the third party leasing company. In these limited
situations, the Company defers the revenue related to the sale, along with the
corresponding cost of sales, and subsequently recognizes the revenue and corresponding costs over the lease term
as the lease payments are made to the third party leasing company and it is clear that the
ultimate customer has not terminated the related lease.

The Company adopted Emerging Issues
Task Force (EITF) Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables, for agreements entered into beginning in the second quarter of
fiscal year 2004. The Companys medical instrument sales contracts involve multiple
deliverables, including the sale or rental of an instrument (including training and
installation), the subsequent servicing of the instrument during the first year, and
reagent products provided to the customer during the validation period. The portion of the
instrument sales price applicable to the instrument itself (including training and
installation), which is determined based on fair value, is recognized upon shipment and
completion of contractual obligations relating to training and/or installation based on
the terms of the related agreement. The portion of the sales price applicable to reagent
products provided to the customer during the validation period, based on fair value, are
recognized when the instrument itself is recognized, as generally such recognition occurs
when the validation period is completed. The portion of the sales price applicable to
servicing the instrument during the first year, based on fair value, is deferred and
recognized over the first year of the contract. The allocation of the total consideration
received based on the estimated fair value of the units of accounting requires judgment by
management.

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. Current policy is to provide a minimum allowance of 4% of
third-party gross receivables which is based on historical collection experience. Any
specific third-party invoices over three years old are provided for in addition to the
minimum allowance. Any third-party invoices over eighteen months old and under $50 are
provided for in addition to the minimum allowance. At August 31, 2004, the allowance is
approximately 4.7% of the gross 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.

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 and efficiency levels, staffing levels
and costs of operation, based on the experience and judgment of management. Actual costs
and production levels may vary from the standard established and are charged to the
consolidated statement of operations as a component of cost of sales. Since U.S. generally accepted accounting
principles  require that the standard cost
approximate actual cost, periodic adjustments are necessary. The provision for obsolete
inventory is reviewed on a quarterly basis. All finished good reagent products with less
than six months dating are written down to zero. Any raw, intermediate, or finished
product that has been quarantined because it has failed quality control, needs to be
reworked, or is past its expiration date is written down to zero. Should the product be
successfully reworked and pass final quality control checks, it is then valued at its
standard cost. Obsolete and quarantined inventory is physically segregated from useable
and saleable inventory and destroyed according to regulatory and fiscal guidelines. No
material changes have been made to the inventory policy during the three-month period
ending August 31, 2004.

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Excess of Cost Over Net
Assets Acquired and Other Long-lived Assets

In assessing the recoverability of
the Companys excess of cost over net assets acquired 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 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 the three-month period
ending August 31, 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 2 of the consolidated financial statements.

# Overview

Founded in 1982, Immucor, Inc., a
Georgia corporation (Immucor or the Company), develops,
manufactures and sells a complete line of reagents and automated systems used primarily by
hospitals, clinical laboratories and blood banks in a number of tests performed to detect
and identify certain properties of the cell and serum components of human blood prior to
blood transfusion. The Company continues to place increasing emphasis on the development
and sale of instruments and instrument systems that use the Companys proprietary
reagents, while promoting increased sales of its traditional reagent product line.

For fiscal 2005, the Companys
strategy is focused primarily on improving gross margin and on developing its third
generation automated assay instrument. Gross margin (gross profit as a percent of sales)
improved during the quarter to 57.0% up from 55.7% in the prior year quarter.

---

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

| | o |  | Volume
increases in sales of Capture® products, attributable in part to the timing of shipments,
| | - |  | ------------------------------------------------------------------------------------------------

| | o |  | Increased
 manufacturing  efficiencies due in part to the consolidation of the manufacture of red
blood cell products into the  Norcross facility,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | Reagent
price increases, and
| | - |  | ----------------------------

| | o |  | Increased
revenues from instrument service contracts.
| | - |  | -----------------------------------------------------

The Company expects to achieve
continued improvement in gross margin over the remainder of fiscal 2005 as compared to the
previous periods in fiscal 2004, primarily as a result of implementation of the following
strategic steps:

| | o |  | The
elimination of a number of redundant products currently manufactured at the Companys
three manufacturing facilities, partially completed during the fourth quarter of fiscal
2004 and continuing through the first quarter of fiscal 2005;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | o |  | Obtaining
FDA clearance of the Galileo for marketing in the United States in April 2004.
| | - |  | -----------------------------------------------------------------------------------------

On April 25, 2004, the Company
obtained FDA clearance to market its high-volume Galileo instrument designed for the
large-sized hospital market in the U.S. The instrument revenue and the related reagent
revenue stream are expected to improve gross margins because the instrument requires
proprietary reagents developed for automated technology, thus commanding a premium price
over traditional reagent products. As of September 29, 2004, the Company has placed 158
Galileo instruments worldwide, including six in the United States and five in Japan.

The Company recently announced it is
developing a third generation instrument, currently referred to as the G3 and
planned for release in the Companys 2006 fiscal year. The G3 is targeted at the
small- to medium-sized hospital market, the largest segment of the Companys
customers, which number approximately 7,500 worldwide, to which the Companys ABS2000
instrument is currently marketed. The G3 is expected to be significantly smaller and
faster than the ABS2000, and have substantially all of the features of the Companys
larger Galileo product, apart from lower throughput. The G3s smaller size is
designed to 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 accordingly expects instrument service
costs will eventually decline as the G3 replaces the ABS2000.

# Liquidity and Capital
Resources

As of August 31, 2004, the
Companys cash and cash equivalents balance totaled $13.1 million. Net cash provided
by operating activities increased to $8.7 million for the quarter ended August 31, 2004,
up $4.5 million from the same period ended August 31, 2003. This increase was primarily
driven by higher net income, as well as a smaller increase in inventory levels compared to
the prior year period and lower income tax payments in the current year period.

For the quarter ended August 31,
2004, $1.2 million of cash was used in investing activities primarily for capital
expenditures of $0.5 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 and $0.5 million
for computer hardware and software enhancements of the enterprise software system. Planned
capital expenditures for fiscal 2005 total approximately $7.8 million, including
approximately $3.7 million for planned upgrades at its Norcross facility for its
manufacturing, quality and support systems, approximately $2.8 million for offsite
placements of the Galileo instruments by the foreign affiliates, and approximately
$0.5 million for upgrades at the Canadian facility.

---

On December 18, 2003, the Company
obtained a new $27.0 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
December 2006 and is comprised of a $15.0 million revolver and a $12.0 million term loan.
The term loan is payable in quarterly installments of $1.0 million. The term loan and the
revolver bear interest 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 certain of the Companys subsidiaries. The
Company recorded a non-cash, pre-tax charge of $924,000 in the third quarter of fiscal 2004 to write off
unamortized deferred financing charges related to its previous credit facility. As of
August 31, 2004, there was $9.0 million outstanding on the term loan and none outstanding
on the revolver.

Net cash used in financing activities
totaled approximately $10.0 million and $1.1 million for the quarters ended August 31,
2004 and 2003, respectively. The majority of the usage of cash for the current year
period is attributable to $8.0 million in stock repurchases, as described more fully
below.

The Company instituted a stock
repurchase program in June of 1998 for up to 2,700,000 shares, of which 2,416,500 shares
had been purchased prior to the end of the 2004 fiscal year, leaving 283,500 shares
available for repurchase. On June 1, 2004, the Board of Directors authorized the Company
to repurchase up to an additional 300,000 shares of its common stock. On August 2, 2004,
the Board of Directors authorized the Company to repurchase up to an additional 500,000
shares of its common stock. In the quarter ended August 31, 2004, the Company repurchased
415,000 shares at an average per share price of $19.30, bringing the aggregate number of
shares to 2,831,500 repurchased to date since implementation of the 1998 repurchase
program. The aggregate amount remaining available for repurchase under the program is
668,500 shares as of August 31, 2004.

At August 31, 2004 and August 31,
2003, the Company had an interest rate swap agreement in the Companys functional
currency, maturing in 2005 with an initial notional principal amount of $15.0 million,
which amortizes over the life of the instrument. The fair value of the interest rate swap
agreement represents the estimated receipts or payments that would be made to terminate
the agreement and is included with other long-term liabilities on the balance sheet. At
August 31, 2004 and August 31, 2003, the Company would have paid $114,068 and $320,635,
respectively, to terminate the agreement in the Companys functional currency. The
interest rate swap agreement, with SunTrust Bank, is guaranteed by the Company. See Item
7AQuantitative and Qualitative Disclosures About Market RiskInterest Rates in
the Companys Form 10-K for the fiscal year ended May 31, 2004.

Management expects that cash and cash
equivalents and cash flows from operations 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. There are no restrictions on the Companys
foreign subsidiaries in the matter of sending dividends, or making loans or advances to
the parent Company.

# Results of Operations

Immucor generated revenues of $32.1
million in the three-month period ended August 31, 2004, versus $27.3 million in the
three-month period ended August 31, 2003. Net income totaled $4.9 million compared with a
net income of $3.7 million for the three-month period ended August 31, 2003. Diluted
earnings per share, totaled $0.16 on 31.7 million weighted average shares outstanding for
the quarter ended August 31, 2004, as compared to $0.12 on 31.0 million weighted average
shares outstanding in the same period last fiscal year. For the three-month period ended
August 31, 2004, the effect on revenues and gross profit of the change in the Euro
exchange rate was an increase of $0.5 million and $0.2 million, respectively. The change
in the Euro had a negligible effect on net income during the quarter ended August 31, 2004.

---

Net Sales

Reagent revenues grew to $28.5
million compared to $24.8 million in the prior year quarter, a 14.9% increase. The growth
in reagent revenue occurred as a result of price increases in North America, which
contributed $1.9 million to the increase, and volume increases in proprietary Capture®
products. Capture® product sales were $6.4 million versus $4.8 million in the
three-month period ended August 31, 2003. Human collagen sales were $789 thousand during
the quarter. There were no sales of collagen in the corresponding prior year period.

Sales of instruments were $2.8
million in the first quarter of 2005 compared to $2.5 million in the first quarter of
2004. Instrument revenues grew in part due to higher service contract revenue as a result
of new placements under service contracts as well as increases in service contract
pricing.

Gross Margin

The gross margin on traditional
reagents was 57.4% for the current quarter, compared with 58.4% for the prior year
quarter. The decrease in gross margin is primarily due to ongoing regulatory costs to
support CE marking in Europe. The gross margin on Capture® products was 77.8% for the
current quarter, compared with 70.5% in the prior year quarter. The improvement was due
primarily to higher volume of sales due in part to the timing of Capture® product
shipments. The gross margin on human collagen sales was 30.0% during the quarter.

The gross margin on instruments,
including the impact of the cost of providing service was 13.9% for the current quarter,
compared to 9.8% for the same quarter last year. Instrument gross margin benefited from
higher service contract revenue as discussed above.

Operating Expenses

Research and development expenses
were $1.1 million in the first quarter, up 37.9% from $790 thousand in the prior year
quarter. Spending on the development of the new third generation instrument targeted for
the small to medium hospital market was $421 thousand in the first quarter, an increase of
$351 thousand over the same period last year.

Selling and marketing expenses
increased $0.4 million over the three-month period ended August 31, 2003. The change in
the Euro exchange rate accounted for approximately $0.1 million of the increase. The
remaining increase was due to additional personnel and expenditures to support domestic
and international efforts to expand Company presence.

Distribution expenses for the
three-month period ended August 31, 2004, decreased by $0.2 million compared to the
three-month period ended August 31, 2003, primarily benefiting from the consolidation of
the manufacture of red blood cell products into the Norcross facility. The quarter ended
August 31, 2004 is the first quarter in which the Company was able to reap the full
benefit of this cost reduction strategy.

General and administrative expenses
for the three-month period ended August 31, 2004, rose approximately $0.4 million over the
three-month period ended August 31, 2003, but improved 15 basis points as a percentage of
revenues. The change in the Euro exchange rate accounted for approximately $0.1 million.
The remaining increase was due to additional personnel and expenditures to support
domestic and international efforts to assure compliance with European Union quality
regulations and accounting and SEC regulatory mandates in the United States.

Interest Expense

When compared to the three-month
period ended August 31, 2003, interest expense decreased $0.2 million in the three-month
period ended August 31, 2004. The decrease is primarily the result of reduced levels of
long-term debt at more favorable interest rates.

---

Other Income (Expense)

Other income, net, for the
three-month period ended August 31, 2004, primarily reflects foreign currency transaction
losses that exceeded foreign currency transaction gains, as opposed to the three-month
period ended August 31, 2003, where foreign currency transaction gains exceeded foreign
currency transaction losses. Other income (loss) for the current year quarter also
includes a $274 thousand charge associated with the buyout of a distribution agreement.

Income Taxes

The provision for income taxes rose
$0.9 million from the quarter ended August 31, 2003, due to a higher effective tax rate as
well as higher pre-tax income. State tax rates are estimated to be higher as the Company refines
its state tax structure.

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, 2004. 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 2.    Changes in
Securities, Use of Proceeds and Issuer Purchases of Equity Securities

(e)     Issuer Purchases of Equity
Securities

The following table provides
information as of August 31, 2004 with respect to shares of common stock repurchased by
the Company during the quarter then ended:

|            | Approximate
|----------- | -----------
|
|
|
|
|
|June 2004   | 106,650    
|July 2004   | 179,150    
|August 2004 | 129,200    
|Total       | 415,000    

1On August 2, 2004, the
Companys Board of Directors authorized the repurchase of an additional 500,000
shares of common stock under the repurchase plan.

ITEM 6.      Exhibits and Reports on Form 8-K

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

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 August 31,
          2004.

| |  |  |  | Form
8-K furnishing the Companys fourth quarter 2004 earnings release on July 21, 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: October 8, 2004                                         By:       /s/ Dr. Gioacchino De Chirico

| | Dr. Gioacchino De Chirico, Chief Executive Officer
                                       (on behalf of Registrant and as Principal
Executive Officer)
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

Date: October 8, 2004                                                     /s/ Steven C. Ramsey

|Steven C. Ramsey,  Vice President - Chief Financial Officer and Secretary
                                                                                               (Principal Accounting Officer)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# EXHIBIT INDEX

# Number                                             Description

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.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------