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, 2003
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 October 10, 2003: Common Stock, $0.10 Par Value - 13,034,305

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|                                                                                 
|---------------------------------------------------------------------------------
|
|ASSETS                                                                           
|                                                                                 
|CURRENT ASSETS:                                                                  
|Cash and cash equivalents                                                        
|Accounts receivable, trade (less allowance for doubtful accounts of $1,790,256 at
|August 31, 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; 12,993,240 and
|12,865,445 issued and outstanding at August 31, 2003 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 PROFIT                        
|                                    
|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                          
|                                    
|Income per share:                   
|Per common share                    
|                                    
|Per common share - assuming dilution
|                                    
|Weighted average shares outstanding:
|Basic                               
|                                    
|Diluted                             
|                                    

See notes to consolidated financial statements.

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|                                                                                 
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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
|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       
|Payment of debt issue costs                                                      
|Exercise of stock options and warrants (127,795 shares and 830,272 shares,       
|respectively)                                                                    
|                                                                                 
|Cash used in financing activities                                                
|                                                                                 
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          
|                                                                                 
|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 period ended August
31, 2003 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.

2. INVENTORIES

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

|                           | As ofAugust 31, 2003 | As ofMay 31, 2003 | 
|-------------------------- | -------------------- | ----------------- | 
|Raw materials and supplies |                      | $ 6,665,425       | 
|Work in process            |                      | 1,867,905         | 
|Finished goods             |                      | 10,295,611        | 
|                           |                      |                   | 
|                           |                      | $18,828,941       | 
|                           |                      |                   | 

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 September 13, 2002 to shareholders of
record as of the close of business on August 26, 2002. The split was effected in the form
of a 50% stock dividend. All share and per share amounts disclosed in this document have
been restated to reflect this stock split discussed in Note 7 to the consolidated
financial statements.

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|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      
|                                                   

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 (loss) from operations
|Net income (loss)            

The Companys U.S. operations
made net export sales to unaffiliated customers of approximately $1,392,000 and $1,235,000
for the three months ended August 31, 2003 and 2002, respectively. The Companys
German operations made net export sales to unaffiliated customers of approximately
$867,000 and $640,000 for the three months ended August 31, 2003 and 2002, respectively.
The Companys Canadian operations made net export sales to unaffiliated customers of
approximately$360,000 and $620,000 for the three months ended August 31, 2003 and
2002, 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 periods ended August 31, 2003 and 2002 are as follows:

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

Accumulated comprehensive loss as of
August 31, 2003 and May 31, 2003 was ($2,974,515) and ($782,262), respectively. The
balance, consisting primarily of net losses 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 August 31, 2003.

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 August 31, 2003.

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.

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See Note 8 to 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 beginning after
December 15, 2003. 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 Company does not expect SFAS No. 150 to have a material
effect on its consolidated financial statements.

7.    
          STOCK SPLIT

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 4,128,639 shares to outstanding shares. All share and per share amounts
disclosed in this document 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.    
          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 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.

|                                         | For the three months ended August 31,
|---------------------------------------- | -------------------------------------
|
|                                         |                                      
|
|Net income as reported                   |                                      
|Deduct total stock-based employee        |                                      
|compensation expense determined under    |                                      
|fair 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       |                                      

9.    
          SUBSEQUENT EVENT

On September 19, 2003, the Board of
Directors approved a three-for-two stock split, will be effected in the form of a 50%
stock dividend. The expected date of distribution is November 14, 2003 to the shareholders
of record at the close of business on October 24, 2003. As of October 10, 2003, the number
of shares outstanding was approximately 13,034,305. The stock split will increase
the number of shares of common stock outstanding to approximately 19,551,458. No
adjustments have been recorded in the accompanying unaudited consolidated financial
statements to reflect the impact on share information of this stock split, and no share or
pershare amounts disclosed in this document have been adjusted to reflect this stock
split.

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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 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 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 6 and Note 8 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 in
accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements(SAB 101), as amended by SAB 101A and 101B. SAB 101 requires
that four basic criteria must be met before revenue can be recognized: (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
contracts normally begin in the second year of service and are billed separately from
instrument revenues. Service contract revenue is recognized over the life of the contract.
No material changes have been made to the revenue recognition policy during fiscal 2004.

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 6.7% 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.

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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 standard and are charged
to the consolidated statement of operations as a component of cost of sales. Since
generally accepted accounting principles 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 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 8 of the consolidated financial statements.

---

Financial Condition,
Liquidity and Capital Resources

Net cash provided by operating
activities totaled approximately $4.2 million and $3.8 million for the three-month periods
ending August 31, 2003 and 2002, respectively. As of August 31, 2003, the Companys
cash and cash equivalents balance totaled $11.9 million, an increase of approximately $0.7
million over the balance as of May 31, 2003. The approximately 10% increase in cash
provided by operating activities from the three-month period ending August 31, 2003 over
the three-month period ending August 31, 2002 resulted from the 23% improvement, or $0.7
million, in operating results of the Company for the current quarter over the prior year
quarter. Sales and gross profits continue to grow as a result of market share increases
and pricing. Demand for the Galileo high-volume instrument continues to be strong since
its introduction to the European market.

During the three-month period ended
August 31, 2003, $1.7 million of cash was used in investing activities primarily for
capital expenditures of $0.8 million for Galileo and other instruments at customer sites
on reagent rental agreements, $0.3 million for computer hardware and software enhancements
of the enterprise software system, $0.1 million to refurbish the German facility and $0.5
million for manufacturing and quality system improvements at its Norcross and Houston
facilities. Planned capital expenditures for the remainder of fiscal 2004 total
approximately $2.5 million and include approximately $0.5 million for the previously
announced development project to produce human collagen mesh. Additionally, the Company
has budgeted $2.0 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. Expansion of the
Companys computer network capabilities, including foreign subsidiaries, is budgeted
at $0.3 million for fiscal 2004.

Net cash used in financing activities
during the three-month period ended August 31, 2003 totaled approximately $1.1 million.
During the three-month period ended August 31, 2003, the Company paid approximately $2.0
million of long-term debt and capital lease obligations, which was partially offset by the
receipt of $0.7 million in cash from the exercise of stock options. 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 three-month period ended
August 31, 2003, accounts receivable decreased by approximately $0.9 million primarily due
to the effect of the Euro to dollar exchange rate. Inventory rose $1.9 million during the
three-month period ended August 31, 2003 primarily due to receipt of 9 ABS2000 instruments
under an outstanding purchase commitment in the U.S., higher instrument levels in Europe
and $1.2 million in raw material purchases in the U.S. Income tax refund receivable,
primarily in the U.S., had increased in the three-month period ended May 31, 2003 due to a
planned restructuring of certain European operations that allowed for the utilization of
tax losses generated in prior years. This receivable balance has been offset, in
three-month period ended August 31, 2003, with the tax liability generated by earnings
during that period, net of the tax benefit related to stock options exercised. Other
receivables increased $1.1 million due to the factoring of certain Italian trade accounts
receivable. Net deferred income tax assets remained relatively constant during the
three-month period ended August 31, 2003. Prepaid and other assets decreased approximately
$0.8 million during the three-month period ended August 31, 2003, as deposits on the
ABS2000 units received during the quarter were moved into inventory and the VAT receivable
in Germany declined.

Other long-term assets decreased by
approximately $0.1 million due primarily to amortization of debt issue costs and
recognition of deferred instrument costs to correspond with recognition of deferred
instrument revenues in accordance with SEC Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements. Deferred licensing costs and customer list
declined in the three-month period ended August 31, 2003due to normal amortization. Excess
of cost over net tangible assets acquired decreased due to the effect of foreign exchange
rates against the dollar.

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Accounts payable remained relatively
constant during the three-month period ended August 31, 2003. The income tax liability
increased $0.9 million primarily due to increased earnings in the three-month period ended
August 31, 2003, net of the tax benefit related to stock options exercised. Accrued
salaries and wages were higher primarily due to the timing of biweekly payroll and the
accrual of estimated manager and executive bonuses in the U.S. Other accrued liabilities
declined during the three-month period ended August 31, 2003, 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 value of the interest rate swap
agreement and decreases in deferred instrument revenue.

During the three-months ended August
31, 2003, common stock and additional paid-in capital increased by an aggregate of $1.3
million primarily due to the exercise of stock options, described above, and the related
tax benefit. Approximately $31,000 of stock options were exercised as of August 31, 2003,
but are classified as a receivable until the amounts due from financial institutions are
received. Retained earnings and comprehensive income (loss) improved by $1.5 million due
to the earnings for the three-month period ended August 31, 2003, offset by unfavorable
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 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.

Management continues to focus on
reducing the leverage 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 revenues of $27.3
million in the three-month period ended August 31, 2003, versus $23.3 million in the
three-month period ended August 31, 2002. Net income totaled $3.7 million compared with a
net income of $3.0 million for the three-month period ended August 31, 2002. Diluted
earnings per share, totaling $0.27 on 13.8 million weighted average shares outstanding
compared with diluted earnings per share of $0.23 on 13.2 million weighted average shares
outstanding in the three-month period ended August 31, 2002. For the three-month period
ended August 31, 2003, the effect on revenues, gross profit and net income of the change
in the Euro exchange rate was an increase of $1.0 million, $0.4 million, and $0.1 million,
respectively.

Net Sales

Reagent revenues grew to $24.7
million compared to $22.0 million in the three-month period ended August 31, 2003, a 12.3%
increase. The Company believes growth in reagent revenue occurred as a result of price
increases in North America, which contributed $0.6 million to the increase, and volume
increases in traditional reagents and proprietary Capture® products. Capture®
sales were $4.8 million versus $4.4 million in the three-month period ended August 31,
2002. Sales of instruments of $2.5 million were more than double instrument sales in the
three-month period ended August 31, 2002of $1.2 million. Instrument sales grew as a result
of new placements and concentrated efforts to reduce the backlog of instruments installed
but not recorded as revenue due to post installation criteria. The instrument backlog
currently stands at $0.8 million.

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Gross Margin

Gross margin was 56.2% for the
three-month period ended August 31, 2003 versus 57.6% for the three-month period ended
August 31, 2002. The gross margin on traditional reagents remained relatively constant at
59.8% for the three-month period ended August 31, 2003, as compared to 60.9% in the
three-month period ended August 31, 2002. The gross margin on Capture® products was
64.6% for the three-month period ended August 31, 2003, compared with 67.4% in the
three-month period ended August 31, 2003. 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 on instruments was 40%
versus 50% in the three-month period ended August 31, 2002. The percentage erosion on
instruments was due to the previously mentioned growth in instrument sales through third
party distributors in Europe. The percentage erosion was partially offset by instrument
service that was provided at approximately break-even during the three-month period ended
August 31, 2003, an improvement over previous periods in which service was provided at a
loss since overall instrument placements had not reached the level required for service
operations to be profitable.

Operating expenses

When compared to the three-month
period ended August 31, 2002, research and development costs have approximately doubled
for the quarter ended August 31, 2003, from $0.4 million to $0.8 million. Increases are
primarily related to domestic field trials of the Galileo instrument, expenditures for the
Biotek platelet and Collagen projects, additional expenses for new product initiatives and
expenses related to the promotion of the Chief Scientific Officer who was previously
considered part of the cost of manufacturing operations.

Selling and marketing expenses
increased $0.5 million for the three-month period ended August 31, 2003, as compared to
the three-month period ended August 31, 2002. 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 in selling and marketing expenses.

Distribution expenses for the
three-month period ended August 31, 2003, increased by $0.2 million compared to the
three-month period ended August 31, 2002, primarily due to additional shipping expenses
related to new customers and the implementation of a new shipping package configuration
for the Houston facility. The configuration is designed to maintain acceptable
environmental temperatures and preserve product quality during shipment during the hot
summer months but resulted in a significant increase in the weight and volume of packages
processed.

General and administrative expenses
for the three-month period ended August 31, 2003, have risen approximately $0.5 million
over the three-month period ended August 31, 2002. The change in the Euro exchange rate
accounted for approximately $0.2 million. The remaining increase was due to additional
personnel and expenditures to support domestic and international efforts to expand Company
presence and assure 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 period ended August 31, 2003, as compared with the
three-month period ended August 31, 2002. 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 as of
March 1, 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.

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Interest expense

When compared to the three-month
period ended August 31, 2002, interest expense decreased $0.5 million in three-month
period ended August 31, 2003. 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.

Other income (expense)

Other income, net, for the
three-month period ended August 31, 2003, primarily reflects foreign currency transaction
gains that exceeded foreign currency transaction losses, over the three-month period ended
August 31, 2002, where foreign currency transaction losses exceeded foreign currency
transaction gains.

Income taxes

The provision for income taxes rose
with the increase of pretax income, but remained relatively constant as a percentage of
pretax income, for the three-month period ended August 31, 2003, versus the three-month
period ended August 31, 2002.

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.

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PART II

OTHER INFORMATION

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

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

10.14      Amended and Restated 1995 Stock Option Plan.

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,
          2003.

Form
8-K furnishing the Companys fourth quarter 2003 earnings release on July 16, 2003.

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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 15, 2003                                                    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)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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EXHIBIT INDEX

Number Description

10.14      Amended and Restated 1995 Stock Option Plan.

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