UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

     X     (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    ---                THE SECURITIES EXCHANGE ACT OF 1934
                      For the fiscal year ended May 31, 2002
                                       OR
    ---        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                         Commission file number 0-14820

                                  IMMUCOR, INC.
             (Exact name of registrant as specified in its charter)

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

              3130 GATEWAY DRIVE,                        30091
                 P.O. BOX 5625                        (Zip Code)
               Norcross, Georgia
   (Address of principal executive offices)

      Registrant's telephone number, including area code, is (770) 441-2051

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.10 PAR VALUE
                                (Title of Class)

                          COMMON STOCK PURCHASE RIGHTS
                                (Title of Class)

         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 a check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

     As of July 31, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $219,944,920.

     As  of  July  31,  2002,  there  were  8,162,393  shares  of  common  stock
outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement for the Annual Meeting of Shareholders
to be held on November 15, 2002, are incorporated by reference in Part III.


<PAGE>



                                     PART I

Item 1.--Business

     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.


Background and Developments During Fiscal Year 2002

     During  fiscal  1999  the  Company   implemented  its  strategic  plans  to
consolidate  the U.S.  blood bank  market,  leaving  Immucor and Ortho  Clinical
Diagnostics as the only two companies  offering a complete line of blood banking
reagents  in the U.S.  The  Company  executed  its  plans  through  a series  of
acquisitions.

o    Acquisition  of Gamma  Biologicals,  Inc. On October 27, 1998,  the Company
     completed the acquisition of Gamma Biologicals,  Inc. ("Gamma") for a total
     transaction  value of  approximately  $27.8  million.  Located in  Houston,
     Texas,  Gamma  manufactures  and  distributes  a wide  variety of  in-vitro
     diagnostic reagents to blood donation centers,  transfusion  departments of
     hospitals and medical laboratories in the U.S. and  internationally.  Gamma
     was the third  largest  domestic  blood bank  serology  company  before the
     acquisition.  This  acquisition  significantly  strengthened  the Company's
     competitive  position in the U.S. market and added to its customer base and
     product offerings,  thereby extending the Company's global marketing reach.
     Combining  Immucor's  Automated  Product Family and Capture(R) with Gamma's
     line of monoclonal  reagents and red cell products represents a natural fit
     and creates an enhanced  selection of products for our customers  worldwide
     (see Products).

o    Acquisition of the BCA blood bank division assets of Biopool International,
     Inc. On April 30,  1999 the Company  purchased  certain  assets,  primarily
     accounts  receivable  and  inventory,  of the BCA blood  bank  division  of
     Biopool   International,   Inc.  for  approximately   $4.5  million.   This
     acquisition  added five  well-accepted  products to the  Company's  reagent
     portfolio.

     As a result of the above  acquisitions,  Immucor  became the North American
market leader in terms of sales and strengthened its market position  worldwide.
See -  Competition  and  Marketing and  Distribution.  The Company  financed the
acquisitions with cash reserves and the proceeds of a loan from its primary U.S.
bank.  See  Liquidity  and  Capital  Resources  and  Note 3 to the  Consolidated
Financial Statements.

     During fiscal 2002, the Company resolved the remaining  performance  issues
relating to its ABS2000  instrument and launched its Version 2 software for this
instrument.  In December  2000, we lifted the safety  notification  for antibody
screening and crossmatch  assay,  and were able to lift the safety  notification
for blood grouping and launch our Version 2 software on October 1, 2001.  Before
we could lift the safety notification and install the new software,  the Company
had to submit a corrective action plan to the U.S. Food and Drug  Administration
("FDA"),  and then service  engineers had to complete field corrective action on
the ABS2000 and to accumulate clinical data.

     In May 2002, the Company  transferred  all of its commercial  activities in
France to  Bio-Rad  Laboratories  under the  terms of a  five-year  distribution
agreement. Over the life of the agreement, the Company expects revenue growth of
$9.0  million.  Bio-Rad  has a leading  position  in the French  market,  with a
dedicated sales force and established  infrastructure  capable of supporting the
Company's automation strategy.

     In September 1999, the Company entered into a manufacturing and development
agreement  with Stratec  Biomedical AG  ("Stratec"),  headquartered  in Germany.
Under the terms of the agreement,  Stratec will  manufacture and develop a fully
automated  analyzer known as the Galileo that will be initially  targeted to the
European community utilizing the Company's Capture(R) technology. The instrument
will be marketed exclusively by Immucor to hospital transfusion laboratories and
blood donor  centers for patient and donor blood typing and  antibody  screening
and identification.  In order to maintain exclusive European distribution rights
the Company must purchase 250 instruments over the five-year initial term of the
agreement. If the Company purchases less than 250 instruments over the period it
will be allowed to negotiate a good faith  extension.  The Company has made some
initial sales to European  distributors but plans the full launch of the Galileo
in selected European countries during the first quarter of fiscal 2003.
<PAGE>

     On June 11,  2001,  the Company  reached a  settlement  of the  arbitration
proceeding  it  had  initiated  against  Becton,   Dickinson  and  Company.  The
settlement  called for  Becton to pay  Immucor,  Inc.  a total of $1.8  million,
payable in two  installments.  The first payment of $1.2 million was received on
June 11, 2001 and the second  installment  of $0.6 million was received on April
2, 2002. This settlement  represents a  reimbursement  for asset  impairment and
lost profits.  In return,  Immucor agreed to give up its right to distribute the
IMAGN instrument and associated  reagents in Italy and Portugal and to cooperate
with Becton in the transition of customers and product re-launch.


Industry

     Immucor is part of the immunohematology  industry, which generally seeks to
prevent or cure certain diseases or conditions  through the transfusion of blood
and blood  components.  In the U.S., the FDA regulates human blood as a drug and
as a  biological  product,  and it  regulates  the  transfusion  of blood as the
administration  of a drug and of a biological  product.  The FDA  regulates  all
phases of the  immunohematology  industry,  including  donor  selection  and the
collection, classification, storage, handling and transfusion of blood and blood
components.  The FDA requires all facilities that manufacture  products used for
any of those purposes, and the products themselves, to be registered or licensed
by the FDA. See Regulation of Business.

     The principal components of blood are plasma (the fluid portion) and cells.
Blood also contains  antibodies  and antigens.  Antibodies are proteins that are
naturally  produced by the human body in response to the introduction of foreign
substances (antigens).  Antigens are substances that stimulate the production of
antibodies.  Red blood  cells,  which  transport  oxygen from the lungs to other
parts of the body and return carbon  dioxide to the lungs,  are  categorized  by
four  blood  groups  (A, B, AB and O) and two blood  types (Rh  positive  and Rh
negative),  based on the presence or absence of certain  antigens on the surface
of the cells. It is crucial that the health care provider correctly identify the
antibodies and antigens  present in patient and donor blood.  For example,  if a
donor's red blood cells contain antigens that could react with the corresponding
antibody in the patient's  plasma,  the  transfusion  of the red blood cells may
result in the  potentially  life  threatening  destruction of the transfused red
blood cells.

     Because of the  critical  importance  of matching  patient and donor blood,
compatibility  testing  procedures  are generally  performed by highly  educated
technologists in hospitals,  blood banks and laboratories.  At present, with few
exceptions,  these  tests are  performed  manually  using  procedures  which the
Company believes can be  significantly  improved using its  instrumentation  and
solid phase  system to automate  the testing  procedures.  See Products -- Blood
Bank Automation and Solid Phase Technology.

     The Company believes that the worldwide  market for traditional  blood bank
reagents is  approximately  $380  million,  and that this  market is  relatively
mature given current technology. The industry is labor-intensive and the Company
estimates  worldwide  industry labor costs approach $1 billion.  Therefore,  the
introduction  of  labor-saving  products will provide  additional  growth in the
market.  The Company  believes  that its blood bank  automation  and solid phase
testing  systems  improve test results and reduce the time  necessary to perform
certain test procedures,  thereby offering a cost-effective  alternative for its
customers. See Products -- Blood Bank Automation and Solid Phase Technology. The
Company  anticipates  that  automation  will increase the  available  market for
traditional and automated  reagents to $575 million while decreasing the overall
cost of blood  testing by reducing  the labor  component by  approximately  $500
million.


Immucor Strategy

     The Company's strategy is to further strengthen its competitive position in
the blood bank testing market by restructuring the market through  automation of
the transfusion  laboratory and to firmly establish  Immucor as the world leader
in blood bank  automation.  In order to  implement  this  strategy,  the Company
intends to:

     Maximize  Instrument  Placements.  The Company's  market  research has been
unable to find another  company that has filed an application  for FDA clearance
of an  automated  blood bank  device for the  hospital  and  clinical  reference
laboratory  markets.  Several  years  ago  Olympus  America  Inc.  developed  an
automated  analyzer for the blood donor  market.  The  instrument  performs only
ABO/Rh testing and does not perform antibody  screening.  The Olympus instrument
users  currently  dilute  commercial  ABO and Rh reagents for the machine's use.
Gamma began developing diluted ready-for-use  reagents for Olympus several years
ago.  Gamma has received  clearance  from the FDA for six of the reagents and is
awaiting  clearance  for the  seventh.  Management  does not believe the Olympus
instrument will have an effect on its instrument strategy.  Management estimates
that Immucor should have a two-to-three  year window of opportunity to establish
itself as the  leading  blood bank  device  company in the  United  States.  The

<PAGE>

Company's strategy is to strengthen its leadership position in the automation of
blood bank testing by  establishing a large base of installed  instruments  that
future market entrants must overcome. To facilitate instrument  placements,  the
Company offers customers a selection of automated  analyzers,  which address the
various needs of low-, medium-, and high-volume testing facilities.  In order to
satisfy the broad spectrum of customers' operational and financial criteria, the
Company  intends to continue to offer several  instrument  procurement  options,
including  third-party financing leases, direct sales and reagent rentals and to
expand the range and price points of its instrument offerings.

     Substantial   Market  Price   Adjustment.   Over  the  past  several  years
manufacturers  have been facing increased costs of manufacturing  while,  during
the same period,  market  prices for blood bank  products  have  decreased.  The
Company has begun to utilize its market leadership position in the United States
to realign its prices with its costs.  The Company  expects this adjustment will
have significant  favorable impact on the Company's financial  performance while
adding only slightly to the cost of a patient transfusion.

     Maximize  Revenue Stream Per Placement.  Each instrument  placed  typically
provides  the  Company  with a  recurring  revenue  stream  through  the sale of
reagents and supplies.  Immucor's  family of blood bank testing systems operates
exclusively  with  the  Company's   proprietary  reagent  lines  and  Capture(R)
technology. Because these reagents have been developed for automated technology,
they  command a premium  price over  traditional  products.  The average  annual
revenue per  placement  is $70,000 to $100,000,  depending  on facility  testing
volume.  The Company  also  continues  to develop new reagent  applications  and
upgrade system  software and hardware in order to expand  instrument test menus,
thereby increasing consumable usage per placement.

     Develop New and Enhanced  Products.  Immucor  continually  seeks to improve
existing  products and develop new ones to enhance its market share. The Company
has successfully introduced and commercialized the ABS2000, the ROSYS Plato, the
DIAS PLUS and the next  generation  Galileo  automated  analyzers,  all of which
operate exclusively with Immucor's proprietary solid phase Capture(R) assays.

     Expand  Intellectual  Property  Position.  The Company  seeks to expand its
intellectual  property position by entering into strategic alliances,  acquiring
rights of first refusal on future commercial developments and licensing existing
technologies.


Products

     Most of Immucor's  current  reagent  products  are used in tests  performed
prior to blood  transfusions  to determine the blood group and type of patients'
and  donors'  blood,  in  the  detection  and   identification  of  blood  group
antibodies, in platelet antibody detection, in paternity testing and in prenatal
care. The FDA requires the accurate  testing of blood and blood components prior
to transfusions  using only FDA licensed reagents such as those manufactured and
sold by the Company.

     The following  table sets forth the products sold by or exclusively for the
Company, most of which are manufactured by or exclusively for the Company.


Product Group             Principal Use

ABO Blood Grouping        Detect and identify ABO antigens on red blood cells in
                          order to  classify  a specimen's blood group as either
                          A, B, AB or O.

Rh Blood Typing           Detect Rh antigens in order to  classify a specimen as
                          either Rh positive or Rh negative, and to detect other
                          Rh-hr antigens.

Anti-human Globulin       Used with other  products  for  routine crossmatching,
 Serums (Coombs Serums)   and antibody  detection and  identification;  allows a
                          reaction to occur by  bridging between antibodies that
                          by themselves could not cause a reaction.

Reagent Red Blood Cells   Detect  and  identify  antibodies  in patient or donor
                          blood,   confirm   ABO  blood  grouping   results  and
                          validate the  performance of  anti-human  serum in the
                          test system.

Rare Serums               Detect the presence or absence of rare antigens.



<PAGE>



Product Group                         Principal Use (continued)

Antibody Potentiators     Increase the sensitivity of antigen-antibody tests.

Quality Control Systems   Daily  evaluation  of  the reactivity of routine blood
                          testing reagents.

Monoclonal (Hybridoma)    Detect  and  identify ABO  and  other  antigens on red
 Antibody-based Reagents  blood cells.

Technical Proficiency     Reagent tests used to determine technical  proficiency
 Systems                  and provide continuing education  for technical staff.

Fetal Bleed Screen Kit    Used to detect  excessive fetal-maternal hemorrhage in
                          Rh-negative women.

Capture-P(R)              Used for the detection of platelet antibodies.

Capture-R(R)              Used  to  detect and  identify  unexpected blood group
                          antibodies.

Capture-CMV(R)            Used for  the  detection of  antibodies to cytomegalo-
                          virus.

Capture-S(R)              Used  for  the detection  of antilipid  antibodies for
                          syphilis screening.

SegmentSampler(TM)        Disposable blood handling safety device.

ABS2000                   Fully automated blood bank system used for patient ABO
                          /Rh   grouping,   antibody   screening,  donor  ABO/Rh
                          confirmation testing and crossmatching.

Rh (D) Immune Globulin    Administered  by  injection once during and once after
   (Human)                pregnancy  to an Rh  negative woman who delivers an Rh
                          positive  infant to prevent  hemolytic  disease of the
                          newborn.

HLA Serums                Transplant typing and paternity testing.

Infectious Diseases       Detection  of  certain   infectious  diseases  by  the
                          methods  of  Capture,  ELISA,  Immunofluorescence  and
                          Latex Slide Tests.

Clinical Chemistry        Blood analysis and pathological testing.

Immunofluorescent         Used  in  clinical  research  to  identify  rare  cell
Monoclonal Antibodies     surface antigens.

Automated Microtitration  Instruments  providing   laboratories  automated batch
 Plate Processors and     processing  and   positive  sample  identification  of
 Liquid Handlers          routine blood donor tests.

Microtitration Plate      Instrument that  reads  and interprets test results of
 Reader                   Immucor's proprietary Capture(R) products.

ROSYS Plato System        Semi-automated  blood  bank  serology system targeting
                          medium  and  high volume testing facilities performing
                          up to 40 samples per hour.

DIAS PLUS System          Addresses  the  needs of  donor  centers and the high-
                          volume   lab  markets  processing  more  than  100,000
                          samples per year.

GALILEO System            Currently  launched  in Europe,  this fully  automated
                          high volume analyzer  will be  the  successor  to  the
                          ABS2000,  ROSYS Plato  and DIAS PLUS. It is capable of
                          performing 70 type and screen tests per hour.

<PAGE>


Systems

     The  Company   believes   that  the  blood   banking   industry   today  is
labor-intensive,  and that a  market  exists  for  further  automation  of blood
compatibility  tests currently  being  performed  manually by hospital and donor
center blood bank  technologists.  Based on the results of independent  workflow
studies,   the  Company  believes  that  its  Blood  Bank  Automation   products
significantly  reduce the amount of blood bank  technologist  time  required  to
perform routine blood compatibility tests.

     ABS2000:  Fully Automated  Blood Bank System.  On July 6, 1998, the Company
announced  it received  FDA  clearance  to market the  ABS2000 in the U.S.  This
automated,   "walk-away",   blood  bank  analyzer  uses  Immucor's   proprietary
Capture(R)  reagent product technology to perform blood bank patient testing and
is manufactured  exclusively for Immucor by Bio-Tek Instruments,  Inc., a wholly
owned subsidiary of Lionheart Technologies, Inc. During fiscal 1999, the Company
began to implement its marketing plan for domestic sale of the product.

     ROSYS Plato:  Microplate  Liquid Handler and Sample  Processor.  The system
provides medium sized donor centers,  clinical reference  laboratories and large
hospital transfusion  laboratories with automated liquid and sample handling for
processing of  microtitration  plates and also uses Immucor's  proprietary solid
phase Capture(R) assays.

     DIAS PLUS: High Volume Microplate Processor.  The instrument provides large
blood donor centers and clinical  reference  laboratories  with automated  batch
processing and positive sample  identification of routine blood donor tests, and
uses the Company's Capture-R(R), Capture-CMV(R) and Capture-S(R) products.

     GALILEO: High Volume Microplate  Processor.  The system provides hospitals,
clinical  reference  laboratories  and blood  donor  centers  a fully  automated
solution to the labor  intensive  process of blood  compatibility  testing.  The
Galileo uses Immucor's proprietary  Capture(R) reagent product technology and is
manufactured exclusively for Immucor by Stratec.

     Multireader  Plus:  Microplate  Reader.  Semi-automated  spectraphotometric
microtitration  plate reader that reads and interprets test results of Immucor's
proprietary Capture(R) products. Together with the ROSYS Plato or the DIAS PLUS,
the Multireader Plus completes a semi-automated blood bank system ideally suited
for blood donor  centers,  large  hospital  transfusion  laboratories  and large
reference laboratories.

     Laboratory  Equipment.   Immucor  also  distributes   laboratory  equipment
designed to automate  certain blood testing  procedures  and used in conjunction
with the Company's Capture(R) product.


Proprietary Technology

     Under traditional agglutination blood testing techniques,  the technologist
mixes serum with red blood  cells in a test tube,  performs  several  additional
procedures, and then examines the mixture to determine whether there has been an
agglutination  reaction.  A positive  reaction will occur if the cells are drawn
together in clumps by the presence of  corresponding  antibodies  and  antigens.
However,  when the mixture remains in a fluid state,  it is sometimes  difficult
for the technologist to determine whether a positive reaction has occurred.

     Because of the  critical  importance  of matching  patient and donor blood,
testing procedures using agglutination techniques are usually performed manually
by highly educated technologists.  Depending on the technical proficiency of the
person  performing  the test,  the process can take from 30 minutes to one hour,
and if the  test  results  are  ambiguous  the  entire  process  may  need to be
repeated.  Thus, a significant  amount of expensive  labor is involved in manual
agglutination  testing.  Based on industry  sources,  the Company  believes that
labor costs are the largest  component of the total cost of operating a hospital
blood bank.  The Company  believes  that its solid  phase blood  testing  system
improves  test results and reduces the time  necessary to perform  certain blood
testing procedures related to the transfusion of blood and blood components.

     Solid Phase Technology. In the Company's proprietary solid phase blood test
system,  one of the  reactants  (either an antigen or an antibody) is applied or
bound  to a solid  support,  such as a well in a  microtitration  plate.  During
testing,  the bound reactant captures other reactants in a fluid state and binds
those fluid  reactants to the solid phase (the bound  reactant).  The binding of
the fluid  reactants  into the solid phase occurs rapidly and results in clearly
defined test  reactions  that are often easier to interpret  than the subjective
results  sometimes  obtained from existing  agglutination  technology.  Based on
results obtained with Capture-P(R), Capture-R(R),  Capture-CMV(R),  Capture-S(R)
and the Company's ongoing  research,  the Company believes that solid phase test
results,  in batch test mode,  can generally be obtained in  substantially  less
time than by existing techniques.


<PAGE>

     Immucor has obtained FDA  clearance for sale of four test systems using its
solid phase technology:  a Platelet Antibody Detection System,  Capture-P(R);  a
Red Cell Antibody  Detection System,  Capture-R(R);  and two Infectious  Disease
Tests, Capture-CMV(R) and Capture-S(R). In these four test systems, antigens are
applied  and bound to the  surface of a small  well in a plastic  microtitration
plate,  and  patient or donor  serum or plasma is placed in the well.  After the
addition  of  special  proprietary  indicator  cells  manufactured  by  Immucor,
positive  reactions  indicating the presence of blood group antibodies adhere to
the well as a thin layer and negative  reactions do not adhere but settle to the
bottom as a small cell button.


Products Under Development

     Immucor  continually  seeks to improve its existing products and to develop
new ones in order to enhance  its market  share.  Prior to their  sale,  any new
products will require  licensing or pre-market  approval by the FDA. The Company
employs several persons in the U.S. whose specific duties are improving existing
products and  developing  new products for the Company's  existing and potential
customers. The Company also has established relationships with other individuals
and  institutions  that provide similar services and the Company expects that it
will continue to form and maintain such  relationships.  The Company  intends to
continue  focusing  its product  development  efforts  primarily in the areas of
blood bank automation and solid phase technology and in several other areas that
may also be useful in connection with the development of these products. For the
fiscal years ended May 31, 2002, 2001 and 2000, the Company spent  approximately
$2.0  million,  $1.9 million and $2.0  million,  respectively,  for research and
development.  The Company may in the future  acquire  related  technologies  and
product lines, or the companies that own them, to improve the Company's  ability
to meet the needs of its customers.  For the ten-year period ending May 31, 2002
the Company has invested  $7.2 million in  instrument  research and  development
principally under research contracts with Bio-Tek, Stratec and DYNEX.

     Blood Bank Automation. The Company believes that the blood banking industry
today is  labor-intensive,  and that a market  exists for further  automation of
blood  compatibility  tests currently  being performed  manually by hospital and
donor center blood bank technologists.

     Since 1992 the Company has worked with Bio-Tek Instruments,  Inc., a wholly
owned subsidiary of Lionheart  Technologies,  Inc.,  combining Immucor's reagent
manufacturing  expertise with  Bio-Tek's  medical  instrumentation  expertise to
develop an automated, "walk-away", blood bank analyzer, the ABS2000. Bio-Tek has
been responsible for engineering,  software  development and manufacturing.  The
Company  announced  clearance to market the ABS2000 in the U.S.  from the FDA on
July 6, 1998 and continues to develop system  software/hardware  upgrades to add
additional tests to its menu,  increase ease of use, improve  throughput and add
stat testing  capabilities.  Second generation  ABS2000 software was cleared for
market by the FDA on October 1, 2001. In June 2000 isolated  performance  issues
arose at certain ABS2000  installations that resulted in mistypings not directly
affecting any patient  transfusions.  The Company issued a safety  notification,
requesting customers to confirm ABS2000 results with manual backup testing until
the cause of the difficulty was identified and corrected. The Company identified
the factors that caused the performance issues and submitted this information to
the FDA. On December 6, 2000, with the FDA's approval,  the safety  notification
for antibody  screening and crossmatch  assays was removed.  Customers no longer
have to perform manual backup tests for either of these procedures.  In addition
to this, the Company's corrective action plan for blood grouping was accepted by
the FDA and in connection  with the plan, a special  510(k) was submitted to the
FDA. The plan called for Company service  engineers to complete field corrective
action on the ABS2000 and to accumulate  clinical data for group and type assays
for  selected  customers.  The  Company  completed  these  tasks and the  safety
notification  for blood grouping was lifted on September 26, 2001. On October 1,
2001,   the   Company   launched   its   ABS2000   Version  2   software.   This
second-generation  software  has a number of new  features  that  help  maximize
productivity of the instrument and the technologists, including:

o        The ability  to perform  a 2-cell screen -  increases productivity. The
         2-cell  screen  product  has been cleared by the FDA and is expected to
         begin shipment during the second quarter of fiscal 2003.

o        The  availability  of  "mini batches" which  allow for faster access to
         results once the samples are processed.

o        Less maintenance, which saves time and money.

o        Customized Quality Control,  which  allows  the  technologist  to  only
         perform QC  for assays  that are  being tested.

     In August 2002, Immucor placed an order,  amounting to $3.3 million, for 50
additional ABS2000 to be delivered by February 2003.
<PAGE>

     On  September  1,  1999,  the  Company  entered  into a  manufacturing  and
development  agreement with Stratec Biomedical AG ("Stratec"),  headquartered in
Germany. Under the terms of the agreement,  Stratec will manufacture and develop
a fully automated  analyzer known as the Galileo that will be initially targeted
to the European community  utilizing the Company's  Capture(R)  technology.  The
instrument  will be  marketed  exclusively  by Immucor to  hospital  transfusion
laboratories  and blood donor  centers  for  patient and donor blood  typing and
antibody screening and  identification.  In order to maintain exclusive European
distribution rights the Company must purchase 250 instruments over the five year
initial  term  of  the  agreement.  If  the  Company  purchases  less  than  250
instruments  over the  period  it will be  allowed  to  negotiate  a good  faith
extension.  The Company  made some  initial  sales to European  distributors  in
fiscal  2002 but  began the full  launch of the  Galileo  in  selected  European
countries in June 2002. The Company  expects to install 25 instruments in Europe
during fiscal 2003 through outright sales and reagent rental agreements.

     Additional  Solid  Phase  Applications.  The  Company  plans to continue to
develop and refine its patented solid phase technology.  Currently,  the Company
is developing a screening test for the detection of weak D antigens on donor red
cells.

     Monoclonal  Antibodies.  Monoclonal  antibodies  are  derived  by fusing an
antibody-producing  cell with a tumor cell,  resulting in a hybridoma  cell that
manufactures  the  original  antibody.  The Company is  actively  engaged in the
development of additional monoclonal antibodies for a variety of uses, including
the detection of blood group and infectious disease antigens, and for use in its
solid phase test systems.  Monoclonal  antibodies are highly  specific,  a trait
which allows them to detect and identify  antigens with greater  efficiency than
other  reagents.  Product  quality and consistency is maintained from production
lot to production  lot. The Company  continues to pursue the development of such
antibodies  principally  through  Gamma and  Dominion,  the  Company's  Canadian
subsidiary.


Marketing and Distribution

     Immucor's  potential U.S.  customers are  approximately  6,000 blood banks,
hospitals and clinical laboratories. The Company maintains an active client base
of over 5,500 customers worldwide, and no single customer purchases in excess of
2% of the Company's current annual sales volume. The Company believes there is a
slight  amount of  seasonality  to its sales  activity  as fewer  donations  and
elective  surgical  procedures  are  performed in its first and third  quarters.
There is no material  backlog of reagent  revenues.  At May 31, 2002 the Company
had a backlog of installed  but  unrecorded  instrument  sales of  approximately
$700,000.

     During  fiscal 1999,  the Company  increased  its market share  through the
successful  implementation of its acquisition strategy (see Item 1. - Business).
The Company believes it is now the market leader in North America.  In addition,
the Company seeks to continue to increase its worldwide market share through the
use of its  experienced  direct  sales force and through  the  expansion  of its
product  line to offer  customers  a full range of  products  for their  reagent
needs.  The  Company  believes it can  increase  its market  share by  marketing
products based on its blood bank automation strategy and solid phase technology.

     The  Company  markets  and sells its  products  to its  customers  directly
through 104 sales,  marketing and support  personnel  employed by the Company in
the U.S., Canada, Germany, Portugal, Italy, Spain, and Belgium. In addition, the
Company  utilizes 14 sales agents in Italy. The Company has hired personnel whom
the Company considers to be highly experienced and respected for their knowledge
of the blood bank diagnostic  business and/or  individuals with previous success
in laboratory  instrument  reagent sales.  To effect the smooth  transition to a
systems company,  the Company conducted  extensive capital sales training of its
existing sales force and added specialized capital sales  representatives to the
organization.  Continuing  technical  support  and  service is also  provided to
customers through the Company's Consultation Laboratory, which was significantly
strengthened  with the  acquisition of Gamma in October 1998.  The  Consultation
Laboratory  assists the Company's  customers in identifying  certain blood group
antibodies that are rare or difficult to detect. Immucor also sponsors workshops
in the U.S.,  Europe,  Latin America and Asia to which  customers are invited to
hear the latest developments in the field.

     The Company also markets its products  internationally through distributors
located  throughout the world. For the fiscal years ended May 31, 2002, 2001 and
2000, the Company had foreign net sales,  including net domestic export sales to
unaffiliated  customers, of approximately $31.3 million, $31.3 million and $35.1
million, respectively.  These sales accounted for approximately 37%, 45% and 46%
of the Company's  total net sales for the  respective  fiscal years.  During the
years ended May 31, 2002, 2001 and 2000, the Company's U.S.  operations made net
export sales to  unaffiliated  customers of  approximately  $5.3  million,  $5.8
million  and $6.7 million,  respectively.  Most  of the Company's  foreign sales
occurred in Europe and Canada  where the  Company  maintains  subsidiaries.  The
Company's German  operations made net export sales to unaffiliated  customers of
approximately  $2.3  million,  $1.1 million and $1.5 million for the years ended
May 31, 2002, 2001, and 2000,  respectively.  The Company's Canadian  operations
made net export sales to unaffiliated  customers of approximately  $2.1 million,

<PAGE>

$2.4 million and $2.2 million for the years ending May 31, 2002, 2001, and 2000,
respectively.  The  Company's  Italian  operations  made  sales in Italy of $6.0
million, $5.6 million, and $6.7 million for the years ending May 31, 2002, 2001,
and 2000,  respectively.  Please refer to Note 13 to our consolidated  financial
statements for revenue and profit  information for each of our last three fiscal
years  attributable to the different  geographic  areas in which we do business.
Fluctuations in foreign exchange rates,  principally with the U.S. dollar versus
the Euro,  could impact  operating  results when  translations  of the Company's
subsidiaries'   financial   statements  are  made  in  accordance  with  current
accounting  guidelines.  For the year  ended  May 31,  2002,  foreign  net sales
declined $0.30 million due to the exchange  fluctuation  of the Euro.  Since the
end of the fiscal  year,  the Euro has  strengthened  against  the dollar  which
favorably  affected  foreign net sales for the two months ended July 31, 2002 by
$0.3 million.


Suppliers

     The Company  obtains raw materials  from numerous  outside  suppliers.  The
Company  is  not   dependent  on  any  single   supplier,   except  for  certain
manufacturers of instrumentation,  including Lionheart Technologies Inc. for the
ABS2000,  Dynex  Technologies  Inc. for the DIAS Plus, QIAGEN N.V. for the ROSYS
Plato and Stratec Biomedical AG for the Galileo (see Note 12 to the Consolidated
Financial Statements), and Serologicals, Inc., the joint manufacturer of some of
the Company's monoclonal  antibody-based products. The Company believes that its
business relationship with its suppliers is excellent.  Management believes that
if the supply of instrumentation were interrupted,  alternate suppliers could be
found, but the commencement of supply could take one to two years.

     Certain of the Company's  products are derived from blood having particular
or rare  combinations  of antibodies  or antigens,  which are found in a limited
number  of  individuals.  The  Company  to date has not  experienced  any  major
difficulty  in  obtaining  sufficient  quantities  of  such  blood  for  use  in
manufacturing  its  products,  but there can be no  assurance  that a sufficient
supply of such blood will always be available to the Company.


Regulation of Business

     The  manufacture and sale of blood banking  products is a highly  regulated
business and is subject to continuing  compliance with various federal and state
statutes,  rules and  regulations  that  generally  include  licensing,  product
testing,  facilities compliance,  product labeling, and consumer disclosure (see
Industry). An FDA license is issued for an indefinite period of time, subject to
the FDA's right to revoke the license.  As part of its overview  responsibility,
the FDA makes plant and facility inspections on an unannounced basis. Further, a
sample  of  each  production  lot of  many  of the  Company's  products  must be
submitted  to and  approved  by the FDA prior to its sale or  distribution.  The
Company operates under U.S. Government  Establishment License No. 886 granted by
the FDA in  December  1982 to the  Company  and  U.S.  Government  Establishment
License No. 435,  granted by the National  Institutes of Health in 1971 to Gamma
Biologicals, Inc.

     In November 2001 the FDA inspected the Gamma Biologicals,  Inc. facility in
Houston, Texas and reported several observations. The Company responded to these
observations and on February 25, 2002 the FDA requested  additional  information
regarding  our  response.  On June 25, 2002 the FDA advised the Company that its
responses were acceptable and would be verified during the next inspection.  The
FDA district  office  inspected  the Gamma  facility in July,  2002 and made two
observations. The Company plans to respond to these observations.

     Also in November  2001 the FDA  inspected  the  Immucor,  Inc.  facility in
Norcross,  Georgia and reported several  observations.  The Company responded to
the  observations.  On February  14,  2002 the FDA advised the Company  that the
responses appear adequate and would be verified at the next inspection.

     In addition to its facilities  license,  the Company holds several  product
licenses to manufacture  blood grouping  reagents.  To obtain a product license,
the Company must submit the product  manufacturing methods to the FDA, perform a
clinical trial of the product,  and  demonstrate to the  satisfaction of the FDA
that the product meets certain  efficacy and safety  standards.  There can be no
assurance that any future product licenses will be obtained by the Company.

     To sell its  products in Germany,  Immucor  GmbH must  license its products
with the Paul-Ehrlich-Institute  prior to product introduction.  In addition, an
import license for products purchased outside the European Economic Community is
required.  To date,  Immucor  GmbH has been  able to obtain  licenses  needed to
effectively promote its products in Germany and throughout Europe.
<PAGE>

     In North America,  the Company has hired and retained several employees who
are highly experienced in FDA and other regulatory authority compliance, and the
Company believes that its manufacturing and on-going quality control  procedures
conform to the required federal and state rules and regulations.


Patents, Trademarks and Royalties

     Since  1986,  the U.S.  Patent  Office has issued to  Immucor  six  patents
pertaining to its solid phase technology.

     Immucor's solid phase  technology,  including  patent rights,  was acquired
from five  researchers  at the  Community  Blood  Center of Greater  Kansas City
("Blood  Center")  pursuant to an agreement  entered into on March 11, 1983, and
amended in 1985 and 1987. In 1987, one of the researchers  joined the Company as
Director of Research and  Development  to continue to develop new products using
the solid phase  technology.  The agreement  terminates on August 26, 2006,  the
date on which the first patent issued on the technology expires. The Company has
agreed  to pay the Blood  Center  royalties  equal to 4% of the net  sales  from
products  utilizing the solid phase  technology.  For the fiscal years ended May
31, 2002,  2001 and 2000 the Company paid royalties of  approximately  $517,000,
$435,000,  and $409,000 under this  agreement.  See Note 11 to the  Consolidated
Financial Statements.

     The Company has  registered  the trademark  "Immucor"  and several  product
names, such as "ABS2000", "ImmuAdd", "Capture", "Capture-P", "MCP", "Capture-R",
"Ready-Screen", "Ready-ID", and "Capture-CMV". Dominion Biologicals, Limited has
registered the trademark "NOVACLONE". Gamma Biologicals, Inc. has registered the
trademark "Gamma" and several product names including "RQC", "ELU-Kit",  "Quin",
"EGA-Kit", "RiSE", "Tech-Chek", and "SegmentSampler".

     Through  the  acquisition  of  the  BCA  blood  bank  division  of  Biopool
International,  Inc., the Company  acquired  several  registered  trademarks but
plans to continue  production  of only one of the products  with the  registered
trademark "RESt". The Company continues to distribute four products manufactured
by Biopool, Inc.


Competition

     Competition is based on quality of product,  price, talent of sales forces,
ability to furnish a range of existing and new products,  customer  services and
continuity of product  supply.  During the past several years,  the industry has
experienced aggressive price competition,  particularly among manufacturers that
target large  hospitals  and  institutions  as key  customers.  In spite of this
competitive  environment,  the Company has  maintained  its worldwide  sales and
increased its domestic  reagent market share.  Management  believes that this is
due to the  Company's  emphasis  on product  quality,  the  introduction  of new
products,  specialty products, customer service and training. With the Company's
fiscal 1999  purchases of Gamma and the assets of the BCA blood bank division of
Biopool   International,   Inc.,  the  Company   believes  that   Ortho Clinical
Diagnostics,  a Johnson  &  Johnson  company,  is now its sole  competitor  with
licenses to manufacture a complete line of blood banking  reagents in the United
States.  The Company believes that it became the North American market leader in
terms of sales during fiscal 1999.

     Olympus  America  Inc. has  developed  an automated  analyzer for the blood
donor market.  The instrument  performs only ABO/Rh testing and does not perform
antibody screening. The Olympus instrument users currently dilute commercial ABO
and  Rh  reagents  for  the  machine's  use.  Gamma  began  developing   diluted
ready-for-use  reagents  for  Olympus  several  years  ago.  Gamma has  received
clearance from the FDA for six of the reagents and is awaiting clearance for the
seventh.  Management does not believe the Olympus instrument will have an effect
on its instrument strategy in North America.

     Biotest AG, a German  Pharmaceutical and Diagnostic company,  presently has
FDA licenses  for six reagent  products.  Since the product  line is  incomplete
there is no evidence  that Biotest will be in a position,  in the near term,  to
market a complete commercially-viable product line.

     European  competitors for blood bank products include Biotest and Diamed, a
Swiss company.  Both of these  companies have been  established  longer than the
Company and may have greater  financial  and other  resources  than the Company.
Diamed has a larger global market share than the Company.  However,  the Company
believes  that  it is well  positioned  to  compete  favorably  in the  business
principally  because of the completeness of its product line,  quality and price
of its products,  the sale of innovative products such as blood bank automation,
the Company's Capture(R) products (see Products), continuing research efforts in
the  area of  blood  bank  automation  (see  Products  Under  Development),  the
experience and expertise of its sales personnel (see Marketing and Distribution)
and the expertise of its technical and customer support staff.



<PAGE>

Employees

     At July 31,  2002,  the  Company  and its  subsidiaries  had a total of 481
employees.  The Company had 325 full time employees in the U.S., of whom 27 were
in sales and marketing,  258 were in  manufacturing,  research and distribution,
and 40 were in administration.  In Germany,  Portugal, Italy, Spain, Canada, and
Belgium, the Company had 156 full-time  employees,  of whom 77 were in sales and
marketing,  45 were in research,  distribution and administration and 34 were in
manufacturing.

     The Company has  experienced  a low turnover  rate among its  technical and
sales staff and none of the Company's  employees are represented by a union. The
Company considers its employee relations to be good.


Available Information

     Immucor files reports,  proxy  statements and other  information  under the
Securities Exchange Act of 1934, as amended (the "1934 Act") with the Securities
and Exchange  Commission  (the  "Commission").  The public may read and copy any
Company filings at the  Commission's  Public  Reference Room at 450 Fifth Street
N.W., Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the Commission at  1-800-SEC-0330.  Because the
Company makes filings to the Commission electronically, you may also access this
information at the Commission's  Internet site  (http://www.sec.gov).  This site
contains  reports,  proxies and  information  statements  and other  information
regarding issuers that file electronically with the Commission.


Item 2.--Properties.

     The Company leases approximately 67,000 square feet in Norcross, Georgia, a
suburb of Atlanta,  as its executive  offices,  laboratories  and  manufacturing
facilities.   Rent  charges  for  the  fiscal  year  ended  May  31,  2002  were
approximately  $678,000.  The term of the lease is for a six-year  period ending
August 2005 with a right to renew for an additional five years. The Company owns
a 41,000  square  foot  building  on a  three-acre  tract  of land in  northwest
Houston, which is used primarily for manufacturing and shipping.

     In Germany,  the Company  leases 1,566 square meters near  Frankfurt.  Rent
expense for the fiscal year ended May 31, 2002 totaled  approximately  $159,000.
The term of the lease in Germany is through  April 2009.  In Italy rent  expense
for the fiscal year ended May 31,  2002  totaled  approximately  $84,000 for 700
square meters.  The Company has five separate lease  agreements for the facility
in Italy with terms  expiring  between  September  2004 and  November  2007.  In
Portugal,  the Company leases 120 square meters of office space and rent expense
for the fiscal year ended May 31, 2002 was approximately  $14,500. In Spain, the
Company leases 165 square meters of office space and rent expense for the fiscal
year ended May 31, 2002 was approximately  $18,000. In Belgium, the Company owns
land and a 575  square  meter  building  subject to a first  lien  mortgage.  In
Canada, the Company owns a 15,000 square foot building on approximately one acre
of land. The Company believes all of its facilities and lease terms are adequate
and  suitable  for  the  Company's  current  and  anticipated  business  for the
foreseeable future.


Item 3.--Legal Proceedings.

     No material  proceedings  are pending  against the Company,  and no similar
proceedings  are  known  by  the  Company  to be  contemplated  by  governmental
authorities.


Item 4.--Submission of Matters to a Vote of Security Holders.

     Not applicable.



<PAGE>



                                     PART II

Item 5.--Market for Registrant's Common Equity and Related Stockholder Matters.

     Immucor's  Common Stock trades on The NASDAQ  National Market System of The
NASDAQ Stock Market under the symbol:  BLUD. The following  table sets forth the
quarterly  high and low sale prices of the Common  Stock for the fiscal  periods
indicated as reported by NASDAQ. These prices represent inter-dealer  quotations
without retail markups,  markdowns or commissions  and may not represent  actual
transactions.


                                              High                  Low
                                         ----------------     ----------------

Period June 1 through July 31, 2002           $ 28.880             $ 16.260


Fiscal Year Ended May 31, 2002
First Quarter                                   $5.000               $2.400
Second Quarter                                   8.150                2.500
Third Quarter                                   12.410                6.200
Fourth Quarter                                  19.750               10.310


Fiscal Year Ended May 31, 2001
First Quarter                                   $8.313               $3.438
Second Quarter                                   5.438                3.000
Third Quarter                                    4.406                2.688
Fourth Quarter                                   4.219                2.200

     As of July 31,  2002,  there were 329  holders  of record of the  Company's
common stock. The last reported sales price of the common stock on such date was
$28.190.

     Immucor has not  declared  any cash  dividends  with  respect to its common
stock.  The Company  presently  intends to  continue  to retain all  earnings in
connection with its business.  In connection  with the Company's  agreement with
its  principal  lender,  the  Company  granted its  principal  lender a security
interest  in  substantially  all of the  Company's  assets in  addition to other
security.  Additionally, the loan agreement contains certain financial and other
covenants which, among other things, limit annual capital expenditures,  prevent
payment of cash  dividends or the  repurchase of stock,  limit the incurrence of
additional debt, and require the maintenance of certain  financial  ratios.  See
Note 3 of the Consolidated Financial Statements.

     On July 24, 2002,  the Board of Directors  approved a 3-for-2  stock split,
which will be effected in the form of a 50% stock  dividend to  shareholders  of
record as of the close of business on August 26, 2002. As of July 31, 2002,  the
Company had 8,162,393 shares of common stock  outstanding.  The stock split will
increase  the  number of shares of common  stock  outstanding  to  approximately
12,243,590  shares. The expected date of distribution is September 13, 2002. The
stock split is the fourth for the Company since its initial  public  offering in
December 1985.  Previously,  the Company  implemented a  three-for-two  split in
1991, a  five-for-four  split in 1990,  and a  five-for-four  split in 1987.  No
adjustments have been recorded in the financial statements to reflect the impact
on share information of the 3-for-2 stock split. See Note 17.


Recent Sales of Unregistered Securities

     From January 28, 2002 until June 4, 2002,  the Company  issued an aggregate
of 105,980 shares of its common stock to participants in its 1998 Employee Stock
Option Plan. Such shares were issued upon payment of the exercise  price,  which
ranged from a low of $8.75 per share to a high of $12.375 per share, and totaled
$1,059,644.  The Company inadvertently issued such shares prior to the filing of
a registration statement on Form S-8 covering the shares to be issued under that
plan. The Company filed the required registration  statement on Form S-8 on June
14, 2002.

     In  connection  with the  Company's  acquisition  of its Belgian and French
distribution  rights in 1999,  the  Company  issued the seller of such  rights a
warrant to purchase  100,000  shares of Immucor's  common stock in a transaction
exempt under Section 4(2) of the  Securities  Act.  When the Company  issued the
warrant,  it intended for the issuance of shares upon exercise of the warrant to

<PAGE>

be exempt  under  Section 4(2) of the  Securities  Act, and obtained the warrant
holder's agreement to not resell any of the shares received upon exercise of the
warrant except in compliance with the Securities  Act. On June 7, 2002,  Immucor
issued  50,000  shares of common  stock upon a partial  exercise of the warrant.
However, due to the Company's mistaken belief that either the Company's issuance
of  those  shares  or the  warrant  holder's  resale  of those  shares  had been
registered  under the Securities Act, when the warrant was exercised the Company
issued the shares without a restrictive  legend or stop transfer order,  thereby
allowing the warrant holder to resell the shares shortly after issuance.


Equity Compensation Plan Information
<TABLE>
<CAPTION>
The following data reflects the effect of the recent 3-for-2 stock split.  See Note 17.


                                        Number of securities to   Weighted average exercise   Number of securities
                                        be issued upon exercise   price of outstanding        remaining available
Plan category                           of outstanding options,   options, warrants and       for future issuance
                                        warrants and rights       rights
======================================= ========================= =========================== ========================
<S>                                              <C>                         <C>                      <C>
Equity compensation plans approved by
security holders                                1,210,640                    $5.15                    157,296
======================================= ========================= =========================== ========================
Equity compensation plans not
approved by security holders *                  1,503,037                    $4.84                    296,738
======================================= ========================= =========================== ========================
Total                                           2,713,677                    $4.98                    454,034
======================================= ========================= =========================== ========================
</TABLE>



* For a description of the material features of our 1990 and 1995 Employee Stock
  Option Plans, see Note 7 of the Consolidated Financial Statements.




<PAGE>



Item 6.--Consolidated Selected Financial Data.
<TABLE>
<CAPTION>
                             (All amounts are in thousands, except per share amounts)

                                                                           Year Ended May 31,
                                             ---------------------------------------------------------------------------------
                                                  2002            2001             2000           1999 (1)          1998
                                             ---------------  --------------   --------------  ---------------  --------------
Statement of Operations Data:
<S>                                               <C>              <C>              <C>             <C>              <C>
Net sales                                         $84,144          $69,438          $76,541         $59,525          $39,790
Cost of sales                                      37,477           38,086           36,408          27,551           18,168
                                             ---------------  --------------   --------------  ---------------  --------------
Gross profit                                       46,667           31,352           40,133          31,974           21,622
                                             ---------------  --------------   --------------  ---------------  --------------
Operating expenses:
Research and development                            1,997            1,894            2,003           1,294              971
Selling, general, and administrative               29,629           30,519           30,771          23,812           16,918
Loss on impairment of goodwill                          -            3,063                -               -                -
Merger-related expenses                                 -                -                -             559                -
                                             ---------------  --------------   --------------  ---------------  --------------
Total operating expenses                           31,626           35,476           32,774          25,665           17,889
                                             ---------------  --------------   --------------  ---------------  --------------
Income (loss)  from operations                     15,041           (4,124)           7,359           6,309            3,733
                                             ---------------  --------------   --------------  ---------------  --------------
Other:
Interest income                                        41               58               31             313              789
Interest expense                                   (4,454)          (3,747)          (2,911)         (1,416)            (616)
Other                                               1,356              229              231             202              (27)
                                             ---------------  --------------   --------------  ---------------  --------------
Total other                                        (3,057)          (3,460)          (2,649)           (901)             146
                                             ---------------  --------------   --------------  ---------------  --------------
Income (loss)  before income taxes                 11,984           (7,584)           4,710           5,408            3,879
Income taxes                                        3,189              465            1,898           1,847            1,810
                                             ---------------  --------------   --------------  ---------------  --------------
Net income (loss)                                 $ 8,795         $ (8,049)         $ 2,812        $  3,561         $  2,069
                                             ===============  ==============   ==============  ===============  ==============
Income (loss) per share:

     Basic                                          $1.20           $(1.10)           $0.36           $0.47            $0.26
                                             ===============  ==============   ==============  ===============  ==============

     Diluted                                        $1.15           $(1.10)           $0.33           $0.45            $0.25
                                             ===============  ==============   ==============  ===============  ==============

Weighted average shares outstanding

     Basic                                          7,306            7,286            7,713           7,646            8,095
                                             ===============  ==============   ==============  ===============  ==============

     Diluted                                        7,635            7,286            8,520           7,959            8,443
                                             ===============  ==============   ==============  ===============  ==============

Balance Sheet Data:
Working capital                                 $  27,070        $  19,536        $  21,868       $  21,141        $  32,948
Total assets                                      101,367           95,813          102,775          99,734           57,544
Long-term obligations, less current portion        31,581           39,951           34,815          31,548            8,912
Retained earnings                                  29,057           20,262           28,311          25,499           21,938
Shareholders' equity                               43,953           29,843           40,919          40,053           42,433


(1)  Includes  results  of Gamma  Biologicals,  Inc.  since  October  27,  1998, Medichim  and  Immunochim  since  March 15,  1999
     and BCA,  a  division  of Biopool, since April 30, 1999.
</TABLE>

<PAGE>


Item 7.--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,  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, 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 to the Consolidated  Financial Statements
in Item 14 of this Annual Report on Form 10-K. Note that our preparation of this
Annual Report on Form 10-K requires us to make  estimates and  assumptions  that
affect the reported amounts of assets and liabilities,  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.  There can be no
assurance that actual results will not differ from those estimates.

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.

Allowance for Doubtful Accounts

     Immucor  maintains  allowances for doubtful  accounts for estimated  losses
resulting  from the inability of its customers to make  required  payments.  The
allowance is approximately 5.2% of the accounts receivable balance.  The Company
continually  monitors  the  collectibility  of its customer  accounts  and  when
indications  arise that  amounts are not likely to be  collected,  the amount is
charged to the allowance for doubtful  accounts.  If the financial  condition of
Immucor's  customers  were 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 that applies 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
will be charged to the  consolidated  statement of  operations as a component of
cost of sales.
<PAGE>

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
will be 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 Statement is effective for year-ends beginning after December 15,
2001.  The Company is in the process of evaluating  the impact SFAS No. 144 will
have upon adoption but does not anticipate it will have a significant  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 necessary  allowances as required.  Carrying  value of the Company's
net  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 statement 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.


(a)  Liquidity and Capital Resources

     Net cash  provided by  operating  activities  totaled  approximately  $13.1
million,  $2.4  million,  and $6.1 million for the fiscal  years 2002,  2001 and
2000, respectively.  As of May 31, 2002, the Company's cash and cash equivalents
balance totaled $4.0 million.  The approximately  450% increase in cash provided
by  operating  activities  from 2001 to 2002  resulted  from the  turnaround  in
operating  results of the Company.  During fiscal 2002, the Company improved net
income by $16.8  million over fiscal 2001  including  the one-time  benefit of a
$1.8 million settlement with Becton,  Dickinson and Company and the disgorgement
of $0.4 million of short-swing  trading  profits from the Kairos Group.  The net
loss in fiscal  2001  included a $3.1  million  loss on  impairment  of goodwill
related to the Company's  Belgian and French  subsidiaries,  and $1.3 million in
nonrecurring  expenses  related  to the  implementation  of the  Company's  cost
savings plan. The  implementation of the price increases during fiscal year 2001
and 2002 and the cost  savings  plan in the fourth  quarter of fiscal 2001 had a
materially  beneficial  effect on the Company's  cash position which the Company
expects to continue in fiscal 2003.

     In May 2002, the Company  transferred  all of its commercial  activities in
France to  Bio-Rad  Laboratories  under the  terms of a  five-year  distribution
agreement. Over the life of the agreement, the Company expects revenue growth of
$9.0  million.  Bio-Rad  has a leading  position  in the French  market,  with a
dedicated sales force and established  infrastructure  capable of supporting the
Company's automation strategy.  The assets related to the French operations were
minor to the total assets of the Belgian and French operations.

     During fiscal 2002,  $3.4 million of cash was used in investing  activities
primarily for capital  expenditures  of $1.1 million for instruments at customer
sites on reagent  rental  agreements,  $1.8  million for  computer  hardware and
software  enhancements of the enterprise  software  system,  and $0.5 million to
refurbish the German  facility.  Planned  capital  expenditures  for fiscal 2003
total  approximately  $4.1 million,  and include  approximately $0.3 million for
U.S.  clinical  trial Galileo  instruments  and  approximately  $1.3 million for
Galileo  reagent  rental  instruments  installed  in Europe.  Additionally,  the
Company  has  budgeted  $1.3  million  for   manufacturing  and  quality  system
improvements  at  its  Norcross  and  Houston  facilities  during  fiscal  2003.
Expansion of the Company's  computer  network  capabilities,  including  foreign
subsidiaries, is budgeted at $1.2 million for fiscal 2003.
<PAGE>

     Net cash used in financing  activities totaled $9.3 million.  During fiscal
2002, the Company paid principal of $12.6 million of long-term  debt, debt issue
costs and capital lease obligations.  However, the Company received $2.8 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.  The Company has experienced a rise
in the value of its stock  during the  recently  completed  fiscal year and as a
result option holders have  exercised a large number of options.  See Note 7 and
Item  5--"Market  for  Registrant's   Common  Equity  and  Related   Stockholder
Matters--Equity Compensation Plan Information."

     Accounts receivable  increased by $6.0 million from May 31, 2001 due to the
reagent price  increases  that had a significant  positive  impact on the second
half  of  the  fiscal  year,  but  remains  at  approximately   120  days  sales
outstanding.  Inventory  levels  stayed  relatively  constant  for  the  year at
approximately  145 days sales in inventory.  In August 2002,  Immucor  placed an
order,  amounting to $3.3 million,  for 50 additional ABS2000  instruments to be
delivered by February 2003.  Income tax refund  receivable,  due from the German
fiscal   authorities,   increased  due  to  a  decrease  in  pretax  income  and
overpayments  in the German  subsidiary.  Net  deferred  income tax  liabilities
decreased by $0.5 million for fiscal 2002 as the Company adjusted its assessment
of 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. Prepaid
and other  assets  increased by $0.9 million due to  prepayments  for  insurance
coverage  and amounts due from  financial  institutions  upon  exercise of stock
options.  Other  long-term  assets  increased  in fiscal  2002 over  fiscal 2001
primarily as a result of loan fees to be paid in  installments  to the Company's
primary lender. See Note 3 of the Consolidated  Financial  Statements.  Deferred
licensing costs and excess of cost over net tangible assets acquired declined in
fiscal 2002 over fiscal 2001 due to normal amortization.

     Accounts  payable  decreased  by $0.3  million as the  Company's  operating
cash-flows improved.  The current income tax liability increased $3.1 million in
fiscal  2002  over  fiscal  2001  as  a  result  of  the  Company's   return  to
profitability  and after  fully  utilizing  net  operating  loss  carry-forwards
generated in prior  periods.  Other  accrued  liabilities  declined $0.6 million
mainly as the result of  recognizing  deferred  instrument  revenue as  customer
training and other contractual requirements were completed. Accrued salaries and
wages include an accrual for approximately $0.7 million for executive bonuses to
be paid in fiscal 2003.  Other long-term  liabilities  increased by $0.5 million
primarily due to the changes in value of the interest rate swap  agreement.  See
Item 7A. - Quantitative and Qualitative Disclosures About Market Risk.

     Common stock and additional  paid-in  capital  increased by an aggregate of
$4.1 million  primarily due to the exercise of stock options,  described  above,
and the related tax benefit.  Approximately  $0.7 million of stock  options were
exercised  as of May 31,  2002 but are  classified  as a  receivable  until  the
amounts due from  financial  institutions  are received.  Retained  earnings and
(comprehensive  loss)  improved by $10 million due to the  earnings for the year
and favorable  changes in the net foreign  exchange  translation,  offset by the
effect of the interest rate swaps.  See Item  7A--Quantitative  and  Qualitative
Disclosures  About Market  Risk--Interest  Rates.  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. Since
the end of the fiscal year, the Euro has strengthened  against the dollar, which
increased accounts  receivable,  inventory,  net property,  plant and equipment,
accounts  payable and long-term  debt for the period ended July 31, 2002 by $0.7
million, $0.1 million, $0.2 million, 0.1 million and $0.2 million, respectively.

     The Company amended its loan agreement  during fiscal 2002 and again in the
first quarter of fiscal 2003. In September 2001, the Company negotiated a waiver
from its primary  lender of covenant  defaults  under the Loan  Agreement  dated
February  23, 2001 and  obtained a relaxation  of such loan  covenants  for four
quarters in exchange for a cash waiver fee,  increased  interest rates and other
conditions.  As  amended,  the  Company  was  required  to  meet  quarterly  and
cumulative  Earnings  Before  Interest,  Taxes,  Depreciation  and  Amortization
("EBITDA")  covenants and quarterly  funded debt to EBITDA ratios.  The interest
rates would revert back to the more favorable  pricing  provided in the original
Loan  Agreement  dated  February 23, 2001 once the  Company's  ratio of trailing
twelve-month funded debt to EBITDA reached 2.50 to 1 or less. In order to obtain
the  waiver,  the  Company  agreed to seek a minimum  of $5.0  million in junior
capital, in the form of either equity or subordinated debt investment.  However,
the  Company  did not obtain  such  investment  by  December  31, 2001 and, as a
result,  became  obligated  to pay the  lender  an  additional  fee of  $450,000
(payable in twelve equal monthly  installments  beginning January 31, 2002). The
Company also became  obligated to issue the lender a warrant to purchase 750,000
shares of Immucor,  Inc.  stock at the market price of the stock on December 31,
2001

<PAGE>

subject  to  negotiations  of  terms.  Additionally,  since the  junior  capital
investment was not received by December 31, 2001, the revolving  lines of credit
and Term Note A were  re-priced at prime plus 2.0% and Term Note B was re-priced
at prime plus 4.0% until the junior  capital  was  received.  Because the junior
capital  investment was not received by April 30, 2002,  all existing  revolving
lines of credit were reset to mature on February 28, 2003.

     In March  2002,  the Company  agreed to pay the lender  $500,000 in cash in
lieu of issuing any warrants. The fee is payable in four monthly installments of
$75,000  commencing  September  30,  2002  followed  by  payments of $100,000 on
January 31, 2003 and February 28, 2003.  During the third  quarter of the fiscal
year the Company  achieved  the  trailing  twelve-month  EBITDA  required by the
original Loan Agreement  dated February 23, 2001. On May 1, 2002 the Company was
notified  by its senior  lender  that it would allow the pricing of the loans to
revert to LIBOR plus the applicable margin per the original Loan Agreement.

     In July,  2002,  the Company and its primary  lender again amended the loan
agreement  to extend the term of the  existing  revolving  lines of credit  from
February  28,  2003 to  December  1, 2005.  Borrowings  under the senior  credit
facility were  re-priced  according to a pricing grid that varies based upon the
Company's  ratio of Funded  Debt to EBITDA,  as  defined  in the  senior  credit
facility.  The current interest rate on the effective date of the amendment will
be LIBOR plus a spread of 200 basis points on the revolving  lines of credit and
Term Loan A and LIBOR plus a spread of 250 basis points on the Term Loan B.

     At May 31, 2002 there was  approximately  $27.3 million of outstanding debt
under  the  lines of  credit  and Term  Loan A and  approximately  $6.0  million
outstanding  under Term Loan B. In addition,  as of May 31, 2002,  the Company's
Italian and Spanish  subsidiaries  had outstanding  debt of  approximately  $2.1
million under lines of credit and its Belgian subsidiary had outstanding debt of
approximately  $0.5  million  under line of credit  agreements.  The Company can
borrow an additional  $2.5 million in funds under the U.S. line of credit,  $1.2
million under the Canadian line of credit, and no additional funds are available
under the German line of credit. The Company's Italian and Spanish  subsidiaries
have an ability to borrow an additional  $475,000 and its Belgian subsidiary can
borrow an additional  $320,000.  The Company made a $4.5 million payment against
the line of credit in July 2002.

     In fiscal 1998, the Company authorized a program to repurchase up to 10% of
its common stock in the open market.  During  fiscal 2001 and 2000,  the Company
repurchased  184,500 and 415,500  shares of its common  stock for  approximately
$1.5  and  $3.5  million,  respectively.  The  Company  is  restricted  from the
repurchase  of  additional  shares  under debt  covenants  of the  current  loan
agreement.  The  Company  previously  granted  its  principal  lender a security
interest  in  substantially  all of the  Company's  assets in  addition to other
security.  Additionally, the loan agreement contains certain financial and other
covenants which, among other things, limit annual capital expenditures,  prevent
payment of cash  dividends or the  repurchase of stock,  limit the incurrence of
additional debt, and require the maintenance of certain  financial  ratios.  The
Canadian  revolving  line of credit and German line of credit are  guaranteed by
the  Company.  The  interest  rate  swap  agreement  with the U.S.  bank is also
guaranteed by the Company.  At May 31, 2002 and May 31, 2001, 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 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 May 31, 2002 and May 31, 2001,  the Company  would have paid
$369,492 and $87,321,  respectively, to terminate the agreement in the Company's
functional currency. See Item 7A--Quantitative and Qualitative Disclosures About
Market  Risk--Interest Rates. 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.

     Management  is focused on reducing  the leverage on the  Company's  balance
sheet  and  does  not  anticipate  that  there  will  be a need  for  additional
borrowings.  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.

<PAGE>



Contractual Obligations and Commercial Commitments


<TABLE>
<CAPTION>

------------------------------------ -----------------------------------------------------------------------

    Contractual Obligations                                 Payments Due by Period
                                                                 (in thousands)
------------------------------------ -----------------------------------------------------------------------
                                        Total       Less than 1    1-3 years   4 - 5 years   After 5 years
                                                       year
------------------------------------ ------------- -------------- ------------ ------------ ----------------
<S>                                     <C>            <C>           <C>             <C>             <C>
Long Term Debt and Lines of Credit      $35,986       $ 5,658        $29,918         $410            -
------------------------------------ ------------- -------------- ------------ ------------ ----------------
Capital Lease Obligations                 2,228           975          1,253            -            -
------------------------------------ ------------- -------------- ------------ ------------ ----------------
Operating Leases                          4,312         1,211          2,599          502            -
------------------------------------ ------------- -------------- ------------ ------------ ----------------
Other Long Term Obligations               3,300         3,300              -            -            -
------------------------------------ ------------- -------------- ------------ ------------ ----------------
Total Contractual Cash Obligations      $45,826       $11,144        $33,770         $912            -
------------------------------------ ------------- -------------- ------------ ------------ ----------------
</TABLE>


(b)  Results of Operations

     For the fiscal  year ended May 31,  2002  revenues  totaled a record  $84.1
million, a $14.7 million, or 21.2% increase over the prior year. The increase in
revenues  occurred  predominantly  as a result of reagent price increases in the
United States.  Income before income taxes reached $12.0 million for fiscal 2002
compared to a net loss before tax of $7.6  million for fiscal  2001.  Net income
increased to $8.8 million  versus a loss of $8.0 million in the same period last
year.  Diluted  earnings  per share were $1.15 on 7.6 million  weighted  average
shares outstanding  compared with $(1.10) on 7.3 million weighted average shares
outstanding for the same period last year. The rise in the Company's stock price
over the past  year has  increased  the  dilutive  effect of stock  options  and
warrants  by  approximately  300,000  shares  that are used to arrive at diluted
earnings per share. See Note 8 of the Consolidated Financial Statements. Year to
date EBITDA reached $22.7 million versus $2.3 million in the prior year.

     In addition,  the Company renewed or obtained new contracts with purchasing
groups  during  fiscal  year 2002.  These  agreements  generally  reflected  the
Company's new pricing structure, although in some cases the new prices were only
partially  implemented  in the first  year of a  contract  and will not be fully
implemented until fiscal year 2003.

     Net income also was favorably affected by the cost savings plan the Company
implemented  in the fourth  quarter of 2001.  The Company  reduced costs through
layoffs,  the closure of operations in the Netherlands  and curtailed  spending.
Officers of the Company  agreed to a salary  reduction  of  approximately  eight
percent  of their  total  base  compensation.  In the third  quarter of 2001 the
Company recorded  approximately $1.3 million in nonrecurring expenses related to
the  implementation  of the plan.  Other income for the year rose $1.1  million.
Other income for the first quarter of fiscal 2002 was favorably  affected by the
settlement  of the Becton,  Dickinson  arbitration.  The  settlement  called for
Becton  to  pay  Immucor,  Inc.  a  total  of  $1.8  million,   payable  in  two
installments.  The first  payment of $1.2 million was received on June 11, 2001,
and the second installment of $0.6 million was received April 2, 2002. A loss on
disposal of assets of  approximately  $0.8  million  related to IMAGN was netted
against the settlement from Becton,  along with $51,000 in instrument  financing
settlement fees.  Other income for the second quarter was favorably  affected by
the  disgorgement  of  short-swing  trading  profits  by the  Kairos  Group that
contributed  $0.4 million to pre-tax income.  These items of income do not arise
from the Company's ongoing business.

     Results of German and Italian  operations  continue to suffer from the lack
of a competitive automated instrument.  The Company expects operating results to
improve  in these  operations  after the full  European  launch  of its  Galileo
instrument in the first quarter of fiscal 2003.


Comparison of Years Ended May 31, 2002 and May 31, 2001

Net sales

     Revenues  for the year ended May 31,  2002 rose by $14.7  million  over the
prior  fiscal year largely due to the  aggressive  price  increase  begun in the
third quarter of fiscal year 2001 and to new group  contracts.  Instrument sales
for the year ended May 31, 2002 were up $1.8 million to $5.3 million. Instrument
sales grew as a result of new placements and concentrated  efforts to reduce the
backlog of  instruments,  currently $0.7 million,  installed but not recorded as
revenue due to post installation criteria. The effect on revenues of the change

<PAGE>

in the Euro exchange rate was a decrease of $295,000 for fiscal 2002.  Since the
end of the fiscal  year,  the Euro has  strengthened  against  the dollar  which
favorably affected foreign net sales, for the two months ended July 31, 2002  by
$0.3 million.

     Instrument sales also benefited from the lifting of the safety notification
on the ABS2000. In December 2000, we lifted the safety notification for antibody
screening and crossmatch  assay,  and were able to lift the safety  notification
for blood grouping and launch our Version 2 software on October 1, 2001.  Before
we could lift the safety notification and install the new software,  the Company
had to submit a corrective action plan to the U.S. Food and Drug  Administration
(FDA), and then service engineers had to complete field corrective action on the
ABS2000 and to accumulate clinical data. The cost of installing the new software
on instruments in the field was less than $50,000.

Gross profit

     Gross profit,  as a percentage of sales,  totaled 55.5% versus 45.2% in the
prior year. Gross profit increased $15.3 million, as compared to the prior year,
due to the aggressive price increases  mentioned above.  Gross profits were also
enhanced by the  discontinuance  of significant costs incurred in the prior year
to  resolve  ABS2000  performance  issues  and  the  related  costs  of  product
concessions  provided to customers who were required to perform  backup  testing
during the safety notification.  The effect on gross profit of the change in the
Euro  exchange  rate was a decrease of $139,000 for fiscal 2002. In fiscal 2002,
the  Company  evaluated  the  carrying  value of the DIAS PLUS  instruments  and
estimated that the undiscounted cash flow indicated an impairment. An impairment
loss of  approximately  $270,000  was  charged  to  depreciation  expense on the
statement of operations.

Operating expenses

     When compared to the prior year,  research and development costs for fiscal
2002  rose  5% over  fiscal  2001  and  were  primarily  related  to  instrument
development  initiatives for the Galileo for the European market. The Galileo is
designed   to  fulfill   the  need  in  Europe  for  a   high-throughput   blood
serology-testing device with a test menu that includes antibody screening.

     Selling and marketing  expenses  decreased  $0.9 million for fiscal 2002 as
compared to the prior year. Until the fourth quarter of fiscal 2001, the Company
had  been  developing  an  infrastructure  to  support  an  increased  level  of
instrument sales. However, in light of the issues with the ABS2000 and continued
customer migration to purchasing  groups,  the Company  reevaluated the focus of
its sales and  marketing  efforts.  The domestic  sales staff was  significantly
reduced and the Netherlands facility was closed,  resulting in a positive effect
on selling and  marketing  expenses.  Travel  expenses and  commissions  rose to
partially  offset the  previous  cost  savings  due to  renewed  instrumentation
efforts and higher  revenues,  in the second half of fiscal year  2002,from  the
domestic reagent price increases. Selling and marketing expenses for fiscal 2003
are likely to increase  with the impact of a full year of these travel  expenses
and commissions and sales effort in Europe to market the Galileo.

     Distribution  expenses for the year ended May 31, 2002  decreased  slightly
compared to the prior year,  but as a percentage of  sales  have  decreased from
8.2% to 6.6%.  Additional  shipping  expenses  related to a new purchasing group
were  offset by volume  discounts  offered  by  carriers.  It is  expected  that
distribution  expenses for fiscal 2003 will increase to approximately 7.5%  as a
percentage  of  sales,  with  the  implementation  of  a  new  shipping  package
configuration  designed to maintain  acceptable  environmental  temperature  and
preserve product quality during shipment.

     General  and  administrative  expenses  for the  year  ended  May 31,  2002
increased  $0.4  million.  Expenses in the prior year  included  $1.1 million of
nonrecurring expenses, primarily severance, related to the implementation of the
cost savings  plan.  The increase for the current year is due primarily to legal
expenses  related to the proxy contest  incurred in the second quarter,  various
bank fees and  professional  fees incurred  mainly for support of the enterprise
software system after the June 1, 2001  implementation.  Fiscal 2003 general and
administrative  expenses should decline as the Company begins the second year on
the enterprise software system.

     Due to  continued  operating  losses and  reorganization  at the  Company's
French and Belgian operations, an impairment in value of the goodwill related to
these  acquisitions  caused a non-cash charge to earnings of approximately  $3.1
million in fiscal 2001.

     Amortization  expense  declined  $0.3  million as  compared  with the prior
period due to the goodwill  impairment  mentioned  above. In June of fiscal 2003
the Company adopted Statement of Financial Accounting Standards 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 does not currently
foresee  any  indications  of  impairment  and  expects   amortization  will  be
approximately $1.2 million less in fiscal 2003 than in fiscal 2002.
<PAGE>

Interest expense

     When compared to fiscal 2001,  interest  expense  increased $0.7 million in
fiscal 2002. The increase is the result of the increased borrowings on long-term
debt,  bank fees related to the  Company's  inability to maintain the  financial
covenants  contained in its prior loan agreement due to past  operating  losses,
and leases  capitalized in fiscal 2001. Fiscal 2003 interest expense is expected
to decline due to lower  outstanding  debt and a more  favorable  interest  rate
pricing grid as discussed in Liquidity and Capital Resources.

Other income

     Other  income for the year rose $1.1  million.  Other  income for the first
quarter of fiscal 2002 was favorably  affected by the  settlement of the Becton,
Dickinson  arbitration.  The settlement called for Becton to pay Immucor, Inc. a
total of $1.8 million,  payable in two  installments.  The first payment of $1.2
million  was  received  on June 11,  2001,  and the second  installment  of $0.6
million was received  April 2, 2002.  A loss on the  disposal of assets  valuing
approximately  $0.8 million  related to IMAGN was netted  against the settlement
from Becton,  along with $51,000 in instrument  financing settlement fees. Other
income for the second  quarter was  favorably  affected by the  disgorgement  of
short-swing trading profits by the Kairos Group that contributed $0.4 million to
pre-tax  income.  These items of income do not arise from the Company's  ongoing
business.

Income taxes

     Income tax expense increased for the year ended May 31, 2002 as compared to
the prior  period  due  to higher  income.  During the fourth  quarter of fiscal
2001, the Company elected to record a valuation  allowance in an amount equal to
the  net  deferred  tax  assets  of the  Company,  amounting  to  $1.2  million.
Effectively,  this  non-cash  allowance  reflected the  elimination  of domestic
deferred taxes as a balance sheet asset and was used to reduce domestic taxes in
the current year. The Net Operating Loss Carry-forwards generated in fiscal 2001
also  reduced  the  current  year  United  States tax  provision  and were fully
utilized by the quarter  ended  February 28, 2002.  This  effectively  increased
reported net income for fiscal 2002 by approximately  $2.3 million.  Fiscal 2003
will bear the full  United  States tax burden.  See Note 10 of the  Consolidated
Financial Statements.


Comparison of Years Ended May 31, 2001 and May 31, 2000

Net sales

     Total sales  declined to $69.4 million in fiscal 2001 from $76.5 million in
fiscal 2000.  Instrument  sales, $3.5 million compared to $10.4 million recorded
for the prior year, reflected delays in customers accepting instruments.  During
June 2000  isolated  performance  issues  were  experienced  by certain  ABS2000
customers,  as discussed  under the heading  "Comparison  of Years Ended May 31,
2002 and May 31, 2001--Net  sales." For the year, the Company had issued credits
reducing  sales by $0.8  million for returned  instruments  and had a reserve of
$0.1 million remaining for possible future returns. The Company had an installed
instrument  backlog  of $0.7  million  of  unbilled  revenue  awaiting  customer
acceptance.

     The strength of the U.S.  dollar versus the Euro had the effect of reducing
reported  European  sales by  approximately  $2.4 million  compared to the prior
year.  Italian  and  Portuguese  revenues  were also  adversely  affected by the
interrupted  supply of IMAGN 2000 reagents of  approximately  $1.0 million.  The
revenue fall was mitigated by $2.3 million in revenue  improvements.  First, the
Company  experienced  a $1.7  million,  or 2.5%,  increase  in sales of its core
reagent  products.  Secondly,  the Company launched an aggressive  reagent price
increase in the third  quarter  that  improved  revenues by  approximately  $0.5
million for fiscal 2001.  Finally,  late in the fiscal year the Company  renewed
important  national account  purchasing  agreements at higher prices and added a
new  national  account  with a  significant  number of  hospitals at prices that
should  significantly  improve  sales and  profits.  The Company  realized  $0.2
million in additional sales from the new national account in fiscal 2001.

Gross profit

     Gross profit,  as a percentage  of sales,  totaled 45.2% for the year ended
May 31, 2001 versus  52.4% for the year ended May 31,  2000;  a decline of 7.2%.
Cost of sales  increased by $1.7 million as compared to the prior year,  despite
the decrease in sales.  There were additional  expenditures of $637,000 incurred

<PAGE>

to resolve the ABS2000 issue,  instrument backlog  installation costs of $30,000
incurred  in  advance  of  revenue   recognition,   under-absorption   of  fixed
instrumentation  support costs of $924,000, and reagents provided free of charge
to  customers   performing   backup  testing  amounting  to  $275,000  that  all
contributed to the negative impact on gross profit. Additionally,  approximately
$0.3  million  of the  increase  was  caused by higher  production  costs due to
increased FDA regulatory requirements.  Also, biological contamination and other
isolated  manufacturing  problems  with  certain  production  lots in the  third
quarter  resulted  in  additional  manufacturing  costs  of  approximately  $0.2
million.  The strength of the U.S. dollar versus the Euro reduced European gross
profit by $1.2 million.


Operating expenses

     When  compared to the prior year,  research  and  development  costs,  as a
percentage  of  sales,  remained  relatively  constant.  Instrument  development
initiatives for the Galileo for the European market were continuing.

     Selling and marketing expenses decreased over $530,000,  as compared to the
prior year. The Company was developing an infrastructure to support an increased
level of  instrument  sales,  but in light of the issues  with the  ABS2000  and
continued customer  migration to purchasing groups, the Company  reevaluated the
focus of the sales and  marketing  efforts.  The fourth  quarter of fiscal  2001
benefited from the implementation of the cost savings plan, discussed above. See
"Results of Operations."

     Distribution  expenses as a percentage of sales increased from 7.8% to 8.2%
for  fiscal  2001 as  compared  to the  prior  year,  although  costs  decreased
approximately  $300,000,  due  primarily  to a  $324,000  decrease  in  domestic
shipping expense. Approximately 40% of the domestic decrease was attributable to
volume  discounts   offered  by  carriers  and  reduced   overnight   shipments.
Consolidated shipments of core reagent products continued at or above historical
levels.  The decrease in sales in fiscal 2001 was due primarily to the impact of
the ABS2000 safety  notification  and the strength of the U.S.  dollar.  Neither
factor had a significant impact on distribution activities.

     The  major   portion   of  the   nonrecurring   expenses   related  to  the
implementation   of  the  cost  savings  plan  was  classified  as  general  and
administrative.  Of the $1.3 million in nonrecurring expenses,  $1.1 million was
charged to general and  administrative  and was primarily  related to severance.
Amortization expense remained relatively constant with the prior period.

     Due to  continued  operating  losses and  reorganization  at the  Company's
French and Belgian operations, an impairment in value of the goodwill related to
these  acquisitions  caused a non-cash charge to earnings of approximately  $3.1
million.

Interest expense

     When compared to the prior year, interest expense increased $836,000.  This
was the  result  of  increased  borrowings  and  increased  borrowing  costs  on
long-term debt and capitalized leases.

Other income

     Other income for fiscal 2001  remained  relatively  constant as compared to
the prior year,  and was  comprised  primarily of foreign  currency  transaction
gains.

Income taxes

     Income tax expense  decreased  during fiscal 2001, as compared to the prior
year, due to the operating losses outlined above. During the fourth quarter, the
Company  elected to record a valuation  allowance  in an amount equal to the net
deferred tax assets of the Company, amounting to $1.2 million. Effectively, this
non-cash  allowance  reflected the  elimination of domestic  deferred taxes as a
balance  sheet  asset and had no impact on  Immucor's  ability to utilize  these
amounts to reduce future taxes in profitable periods.


(c)  Impact of Recently Issued Accounting Standards

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting for
Derivative  Instruments  and  Hedging  Activities.  This  statement  provides  a
comprehensive  and consistent  standard for the  recognition  and measurement of
derivatives and hedging activities.  In July 1999, the FASB issued SFAS No. 137,
which  deferred the  effective  date of SFAS No. 133 for one year. In June 2000,
the FASB issued SFAS No. 138, Accounting for Certain Derivative  Instruments and
Certain  Hedging  Activities-an  amendment  to  FASB  Statement  No.  133.  This

<PAGE>

statement amended certain provisions of SFAS No. 133.  Accordingly,  the Company
adopted SFAS No. 133, as amended by SFAS No. 138, effective the first quarter of
fiscal 2002.  The  cumulative  effect of the adoption of SFAS No. 133 on June 1,
2001 resulted in a comprehensive  loss (a component of  Shareholders'  Equity on
the balance sheet) of  approximately  $103,000,  net of $26,000 in income taxes,
relating  to the  Company's  interest  rate  swap  agreements.  Since  the  swap
agreement  related to the Canadian line of credit  matured in December  2001, an
adjustment  of  approximately   $15,000  was  made  to  comprehensive  loss  and
reclassified to earnings as interest expense.  Due to the ineffectiveness of the
swap  related to the U. S. loan,  approximately  $16,000 was  reclassified  from
comprehensive  loss to earnings as interest expense and  approximately  $267,000
was charged directly to interest expense. The remaining balance of approximately
$72,000 will be amortized over the remaining term of the loan. See Note 3 of the
Consolidated Financial Statements.

     In June 2001, the FASB issued SFAS No. 141, Business Combinations,  and No.
142, Goodwill and Other Intangible Assets,  collectively,  the Statements. These
Statements drastically change the accounting for business combinations, goodwill
and intangible assets. Statement 141 eliminates the pooling-of-interests  method
of  accounting  for  business   combinations   except  for  qualifying  business
combinations  that were  initiated  prior to July 1,  2001.  Statement  141 also
changes the criteria to recognize  intangible assets apart from goodwill.  Under
Statement 142,  goodwill and indefinite  lived  intangible  assets are no longer
amortized  but are  reviewed  annually for  impairment,  or more  frequently  if
impairment indicators arise.  Separable intangible assets that have finite lives
will  continue  to be  amortized  over  their  useful  lives.  The  amortization
provisions of Statement  142 apply to goodwill and  intangible  assets  acquired
after June 30, 2001.  With respect to goodwill and  intangible  assets  acquired
prior  to July  1,  2001,  the  amortization  provisions  of  Statement  142 are
effective upon adoption of Statement 142.  Pre-existing goodwill and intangibles
will be amortized  during the transition  period until  adoption.  Companies are
required to adopt  Statement 142 in their fiscal year  beginning  after December
15, 2001.  Early adoption is permitted for companies with fiscal years beginning
after March 15, 2001.  The Company will adopt  Statement 142  effective  June 1,
2002. Under SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be Disposed  of, the Company  evaluates  goodwill and
intangible assets for impairment,  when events and  circumstances  indicate that
the assets might be impaired, and records an impairment loss if the undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amount  of  those  assets.  The  impairment  loss  recognized  is  equal  to the
difference  between the  discounted  cash flows and the  carrying  amount of the
assets. The Company does not currently foresee any indications of impairment and
believes amortization will be approximately $1.2 million less in fiscal 2003 due
to the adoption of Statement 142.

     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, 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  Statement  is  effective  for  year-ends  beginning  after
December 15, 2001.  The Company is in the process of evaluating  the impact SFAS
No.  144  will  have  upon  adoption  but  does not  anticipate  it will  have a
significant impact on its financial position or results of operations.


Item 7A.--Quantitative and Qualitative Disclosures About Market Risk

     Market  Risk.  The Company is exposed to various  market  risks,  including
changes in foreign  currency  exchange  rates and  interest  rates  which  could
adversely  impact its results of operations and financial  condition.  To manage
the volatility  relating to these typical  business  exposures,  the Company may
enter into various  derivative  transactions when appropriate.  The Company does
not  hold or issue  derivative  instruments  for  trading  or other  speculative
purposes.

     Interest Rate Risk. Interest rate swap agreements are entered into with the
objective of managing exposure to interest rate changes. The Company has entered
into interest rate swaps to effectively  convert a portion of variable rate bank
debt into fixed  rates.  At May 31,  2002 and May 31,  2001,  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 million which amortizes
over the life of the  instrument.  At May 31, 2001,  the Company had an interest
rate swap  agreement in Canadian  dollars with an aggregate  notional  principal
amount of $2.4 million,  which matured in December  2001.  The fair value of the
interest rate swap agreements represents the estimated receipts or payments that
would be made to terminate the agreements and are included with other  long-term
liabilities on the balance sheet.  At May 31, 2002 and May 31, 2001, the Company
would have paid $369,492 and $87,321,  respectively,  to terminate the agreement
in the Company's  functional  currency.  At May 31, 2001, the Company would have
paid  $41,619 to  terminate  the Canadian  dollar  agreement.  See Note 3 to the
Consolidated Financial Statements.  The Company had $36.0 million in outstanding
debt at May 31, 2002. A 100 basis point  increase or decrease in interest  rates
could decrease or increase annual net income by $0.4 million.

     Foreign Currency. Operating income generated outside the United States as a
percentage  of total  operating  income  was 7% in 2002,  17% in 2001 and 44% in
2000.  Fluctuations in foreign exchange rates,  principally with the U.S. dollar
versus  the Euro,  could  impact  operating  results  when  translations  of the
Company's subsidiaries' financial statements are made in accordance with current
accounting guidelines.  It has not been the Company's practice to actively hedge
its foreign  subsidiaries' assets or liabilities  denominated in local currency.
Most of the foreign  currency  exposures  are managed  locally by the  Company's
foreign  subsidiaries  through  the  hedging of  purchase  commitments  with the
advance purchase of the required non-functional currencies. However, the Company
believes  that over time  weaknesses  in one  particular  currency are offset by
strengths  in others.  In 2002,  2001,  and 2000 the  Company  recorded  foreign
currency transaction (losses) gains of approximately $(445,000),  $(10,000), and
$152,000,  respectively.  For fiscal 2002 the  fluctuation  of the Euro weighted
average exchange rate reduced net sales by approximately  $295,000. A 10 percent
change in the year to date  weighted  average Euro  exchange rate would have had
the effect of increasing or decreasing net sales by approximately $2.0 million.

     Effective January 1, 2001, the Company adopted SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires the Company
to recognize all derivatives on the balance sheet at fair value. For derivatives
designated as hedges, the change in the fair value of the derivative will either
be offset  against the change in the fair value of the hedged asset,  liability,
or firm commitment through earnings or recognized in other comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The  cumulative  effect of the adoption of SFAS No. 133 on June 1, 2001 resulted
in a  comprehensive  loss (a  component of  Shareholders'  Equity on the balance
sheet) of approximately  $103,000,  net of $26,000 in income taxes,  relating to
the  interest  rate swap  agreements.  Since the swap  agreement  related to the
Canadian line of credit matured in December 2001, an adjustment of approximately
$15,000 was made to comprehensive  loss and reclassified to earnings as interest
expense.  Due to the  ineffectiveness  of the swap  related  to the U. S.  loan,
approximately  $16,000 was reclassified from  comprehensive  loss to earnings as
interest  expense and  approximately  $267,000 was charged  directly to interest
expense.  The remaining balance of approximately  $72,000 will be amortized over
the  remaining  term  of the  loan.  See  Note 3 of the  Consolidated  Financial
Statements.


Item 8.--Financial Statements and Supplementary Data.

     The following consolidated financial statements of the Company are included
under this item:

  -Report of Independent Auditors

  -Consolidated Balance Sheets, May 31, 2002 and 2001

  -Consolidated Statements of Operations for the  Years Ended May 31, 2002, 2001
         and 2000

  -Consolidated Statements of Shareholders'  Equity for  the Years Ended May 31,
        2002, 2001 and 2000

  -Consolidated Statements of Cash Flows for the Years Ended  May 31, 2002, 2001
        and 2000

  -Notes to Consolidated Financial Statements

  -Consolidated Financial Statement Schedule


<PAGE>



                         REPORT OF INDEPENDENT AUDITORS


To Board of Directors and Shareholders
Immucor, Inc.

We have audited the accompanying  consolidated  balance sheets of Immucor,  Inc.
(the  "Company")  as of May 31,  2002  and  2001  and the  related  consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
three  years in the period  ended May 31,  2002.  Our audits also  included  the
financial  statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Immucor,  Inc. at May 31,  2002 and 2001,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
May 31, 2002, in conformity with accounting principles generally accepted in the
United States.  Also, in our opinion,  the related financial statement schedule,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                               /s/ Ernst & Young LLP

Atlanta, Georgia
July 19, 2002




<PAGE>


<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------------------------------------------------------------


                                                                                                        May 31,
                                                                                       ------------------------------------------
ASSETS                                                                                        2002                  2001

CURRENT ASSETS:
<S>                                                                                            <C>                   <C>
   Cash and cash equivalents                                                                   $ 4,012,560           $ 3,124,517
   Accounts receivable, trade (less allowance for doubtful accounts of  $1,483,688 in
     2002 and $1,244,488 in 2001)                                                               27,182,566            21,167,490
   Loan to officer                                                                                       -               395,826
   Inventories                                                                                  15,557,034            15,668,637
   Income taxes receivable                                                                         592,097               402,243
   Deferred income taxes                                                                           987,491               631,797
   Prepaid expenses and other                                                                    1,834,521               891,356
                                                                                       --------------------  --------------------
     Total current assets                                                                       50,166,269            42,281,866

LONG-TERM INVESTMENT - At cost                                                                   1,000,000             1,000,000

PROPERTY, PLANT AND EQUIPMENT - Net                                                             17,027,024            18,333,952

DEFERRED INCOME TAXES                                                                              889,906             1,525,936

OTHER ASSETS - Net                                                                               2,977,130             2,104,845

DEFERRED LICENSING COSTS - Net                                                                   1,370,620             1,652,102

EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net                                          27,936,514            28,913,981
                                                                                       --------------------  --------------------
                                                                                              $101,367,463           $95,812,682
                                                                                       ====================  ====================
</TABLE>

























See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)
----------------------------------------------------------------------------------------------------------------------------------


                                                                                                        May 31,
                                                                                       -------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                                           2002                  2001

CURRENT LIABILITIES:
<S>                                                                                        <C>                    <C>
   Current portion of borrowings under bank line of credit agreements                      $    1,995,630         $    2,417,121
   Current portion of long-term debt                                                            3,662,304              5,494,829
   Note payable to related party                                                                        -                349,654
   Current portion of capital lease obligations                                                   975,506                848,632
   Accounts payable                                                                             8,136,198              8,421,602
   Income taxes payable                                                                         3,165,247                 23,102
   Accrued salaries and wages                                                                   1,821,452              1,530,772
   Deferred income taxes                                                                          371,404                 98,308
   Other accrued liabilities                                                                    2,968,701              3,561,676
                                                                                       ---------------------  --------------------
     Total current liabilities                                                                 23,096,442             22,745,696

BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS - Net of current portion                        3,033,683              3,268,740

LONG-TERM DEBT - Net of current portion                                                        27,294,082             34,839,576

CAPITAL LEASE OBLIGATIONS - Net of current portion                                              1,252,948              1,843,213

DEFERRED INCOME TAXES                                                                           2,035,387              3,119,402

OTHER LIABILITIES                                                                                 702,047                152,588

SHAREHOLDERS' EQUITY:
   Common stock - authorized 45,000,000 shares, $0.10 par value; issued and
     outstanding 7,703,757 at May 31, 2002 and 7,277,617 at May 31, 2001                          770,376                727,762
   Additional paid-in capital                                                                  19,520,658             15,439,889
   Retained earnings                                                                           29,056,538             20,261,628
   Accumulated other comprehensive loss                                                        (5,394,698)            (6,585,812)
                                                                                       ---------------------  --------------------
     Total shareholders' equity                                                                43,952,874             29,843,467
                                                                                       ---------------------  --------------------
                                                                                           $  101,367,463          $  95,812,682
                                                                                       =====================  ====================



</TABLE>














See notes to consolidated financial statements.


<PAGE>



<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------------------------------------


                                                                                        Year Ended May 31,
                                                                 -----------------------------------------------------------------
                                                                        2002                  2001                   2000

<S>                                                                    <C>                   <C>                   <C>
NET SALES                                                              $ 84,144,374          $ 69,438,114          $ 76,540,476

COST OF SALES                                                            37,477,187            38,086,270            36,407,764
                                                                 --------------------  --------------------  ---------------------

GROSS PROFIT                                                             46,667,187            31,351,844            40,132,712

OPERATING EXPENSES:
   Research and development                                               1,996,742             1,893,580             2,002,597
   Selling and marketing                                                 10,993,957            11,854,242            12,391,837
   Distribution                                                           5,541,604             5,659,707             5,966,178
   General and administrative                                            11,473,176            11,107,861            10,533,826
   Loss on impairment of goodwill                                                 -             3,062,519                     -
   Amortization expense                                                   1,620,935             1,897,582             1,879,049
                                                                 --------------------  --------------------  ---------------------
                                                                         31,626,414            35,475,491            32,773,487
                                                                 --------------------  --------------------  ---------------------

INCOME (LOSS) FROM OPERATIONS                                            15,040,773            (4,123,647)            7,359,225

OTHER:
   Interest income                                                           40,700                57,530                30,801
   Interest expense                                                      (4,453,802)           (3,746,928)           (2,911,029)
   Other, net                                                             1,356,143               229,383               230,658
                                                                 --------------------  --------------------  ---------------------
                                                                         (3,056,959)           (3,460,015)           (2,649,570)
                                                                 --------------------  --------------------  ---------------------

INCOME (LOSS) BEFORE INCOME TAXES                                        11,983,814            (7,583,662)            4,709,655

INCOME TAXES                                                              3,188,904               465,451             1,897,635
                                                                 --------------------  --------------------  ---------------------

NET INCOME (LOSS)                                                      $  8,794,910         $  (8,049,113)         $  2,812,020
                                                                 ====================  ====================  =====================

INCOME (LOSS) PER SHARE

    Basic                                                                     $1.20               $(1.10)                 $0.36
                                                                 ====================  ====================  =====================


    Diluted                                                                   $1.15               $(1.10)                 $0.33
                                                                 ====================  ====================  =====================
</TABLE>













See notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Accumulated
                                                                          Additional                     Other           Total
                                                    Common Stock           Paid-In      Retained     Comprehensive   Shareholders'
                                               Shares       Amount         Capital      Earnings          Loss           Equity
                                             ---------------------------------------------------------------------------------------

<S>                                             <C>          <C>          <C>          <C>             <C>             <C>
BALANCE, MAY 31, 1999                           7,488,411    $748,841     $16,945,885  $25,498,721     $(3,140,780)    $40,052,667

Exercise of stock options and warrants            389,207      38,921       2,947,602           -               -        2,986,523
Tax benefits related to stock options and
   other                                                -           -         377,375           -               -          377,375
Stock repurchase                                 (415,500)    (41,550)     (3,422,058)          -               -       (3,463,608)
Comprehensive income:
   Foreign currency translation adjustment              -            -              -           -       (1,846,179)     (1,846,179)
   Net income                                           -            -              -    2,812,020               -       2,812,020
                                                                                                                     ---------------
Total comprehensive income                                                                                                 965,841
                                             ---------------------------------------------------------------------------------------
BALANCE, MAY 31, 2000                           7,462,118      746,212     16,848,804   28,310,741      (4,986,959)     40,918,798

Tax benefits related to stock options and
   other                                               -            -          57,348            -               -          57,348
Stock repurchase                                 (184,501)     (18,450)    (1,466,263)           -               -      (1,484,713)
Comprehensive income:
    Foreign currency translation adjustment             -            -              -            -      (1,598,853)     (1,598,853)
    Net loss                                            -            -              -   (8,049,113)              -      (8,049,113)
                                                                                                                     ---------------
Total comprehensive loss                                                                                                (9,647,966)
                                             ---------------------------------------------------------------------------------------
BALANCE, MAY 31, 2001                           7,277,617      727,762     15,439,889   20,261,628      (6,585,812)     29,843,467

Exercise of stock options and warrants            426,140       42,614      3,427,977            -               -       3,470,591
Tax benefits related to stock options and
  other                                                 -            -        652,792            -               -         652,792
Comprehensive income:
  Foreign currency translation adjustment               -            -              -            -       1,263,026       1,263,026
  Cumulative effect of the adoption of
   SFAS 133 on June 1, 2001, net of taxes               -            -              -            -        (102,721)       (102,721)
  Hedge loss reclassified into earnings                 -            -              -            -          30,809          30,809
  Net income                                            -            -              -    8,794,910               -       8,794,910
                                                                                                                     ---------------
Total comprehensive income                                                                                               9,986,024
                                             ---------------------------------------------------------------------------------------
BALANCE, MAY 31, 2002                           7,703,757     $770,376    $19,520,658  $29,056,538     $(5,394,698)    $43,952,874
                                             =======================================================================================

</TABLE>
















See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------------------------

                                                                                       Year Ended May 31,
                                                                      -----------------------------------------------------
                                                                           2002               2001              2000

OPERATING ACTIVITIES:
   <S>                                                                    <C>               <C>                <C>
   Net income (loss)                                                      $8,794,910       $(8,049,113)        $2,812,020
   Adjustments to reconcile net  income (loss) to net cash provided
     by operating activities:
     Depreciation and amortization of property and equipment               4,494,661         4,228,545          2,936,615
     Amortization of other assets and excess of cost over net
       tangible assets acquired                                            1,620,935         1,897,582          1,879,049
     Amortization of debt issue costs                                        620,857            33,338             10,538
     Impairment of goodwill                                                        -         3,062,519                  -
     Disposal of assets in settlement                                        806,108                 -                  -
     Impairment of fixed assets                                              268,539                 -                  -
     Deferred tax provision                                                 (530,583)         (143,950)            79,110
     Provision for doubtful accounts                                         819,167           673,997            452,983
     Changes in operating assets and liabilities, net of effects of
       business acquisitions:
       Accounts receivable, trade                                         (6,995,826)         (115,425)          (680,156)
       Accounts receivable from former officer and director                        -                 -            140,946
       Loan to officer                                                       395,826          (395,826)                 -
       Income taxes                                                        3,605,083           358,633            370,222
       Inventories                                                           111,603         1,144,602         (1,228,317)
       Other current assets                                                 (288,671)          673,612           (307,185)
       Other long-term assets                                               (594,604)          146,448            111,950
       Accounts payable                                                     (285,404)         (795,911)          (675,764)
       Other current liabilities                                            (302,295)          334,101          1,967,091
       Other long-term liabilities                                           549,459          (673,004)        (1,801,171)
                                                                      ----------------  -----------------  ----------------
         Total adjustments                                                 4,294,855        10,429,261          3,255,911
                                                                      ----------------  -----------------  ----------------

Cash provided by operating activities                                     13,089,765         2,380,148          6,067,931

INVESTING ACTIVITIES:
   Purchases of / deposits on property and equipment                      (3,367,016)       (5,522,107)        (3,418,430)
   Cash paid for acquisition, net of cash acquired                                 -                 -           (523,682)
   Acquisition-related severance                                                   -                 -            (85,960)
   Increase in other assets                                                        -                 -           (258,972)
                                                                      ----------------  -----------------  ----------------

Cash used in investing activities                                         (3,367,016)       (5,522,107)        (4,287,044)


</TABLE>



















See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
---------------------------------------------------------------------------------------------------------------------------------

                                                                                         Year Ended May 31,
                                                                    -------------------------------------------------------------
                                                                           2002                 2001                 2000

FINANCING ACTIVITIES:
   <S>                                                                      <C>                  <C>                   <C>
   Borrowings, net of repayments under line of credit agreements         $  (496,403)        $  2,058,297         $    555,068
   Proceeds from issuance of long-term debt                                   23,451           33,786,131            7,474,196
   Repayment of long-term debt and capital lease obligations             (11,001,830)         (30,349,314)          (5,362,814)
   Borrowings (repayments) of long-term debt to related party-net           (349,654)             349,654           (1,633,947)
   Exercise of stock options                                               2,816,097                    -            2,986,523
   Payment of debt issue costs                                              (763,862)            (325,144)             (43,830)
   Stock repurchases                                                               -           (1,484,713)          (3,463,608)
                                                                    -------------------  -------------------  -------------------

Cash (used in) provided by financing activities                           (9,772,201)           4,034,911              511,588

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      937,495           (1,274,361)          (1,580,141)
                                                                    -------------------  -------------------  -------------------

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                                       888,043             (381,409)             712,334

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR                                                     3,124,517            3,505,926            2,793,592
                                                                    -------------------  -------------------  -------------------
CASH AND CASH EQUIVALENTS
  AT END OF YEAR                                                        $  4,012,560         $  3,124,517         $  3,505,926
                                                                    ===================  ===================  ===================

Non-cash investing and financing activities:
  Capital lease obligations                                            $     419,811        $     710,129        $   1,644,737

  Fair value of assets acquired                                                    -                    -           (1,019,453)
  Cost in excess of assets acquired                                                -                    -            1,576,920
  Liabilities assumed                                                              -                    -              (33,785)
                                                                    -------------------  -------------------  -------------------
  Net cash paid for acquisition, net of cash acquired                  $           -        $           -        $     523,682
                                                                    ===================  ===================  ===================

CASH PAID DURING THE YEAR FOR:
   Interest, net of amounts capitalized of $135,000 in 2001            $   3,397,409        $   3,981,977        $   2,886,256
   Income taxes                                                              663,252              381,133            1,225,635


</TABLE>





















See notes to consolidated financial statements.
<PAGE>

IMMUCOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Business - The Company's  principal  business  activities are the
     development,  manufacture and marketing of immunological diagnostic medical
     products. The Company operates facilities in North America and Europe.

     Consolidation  Policy - The consolidated  financial  statements include the
     accounts of the Company and its wholly owned subsidiaries.  All significant
     inter-company   balances  and   transactions   have  been   eliminated   in
     consolidation.

     Use of Estimates - The  preparation  of financial  statements in conformity
     with accounting principles generally accepted in the United States requires
     management  to make  estimates  and  assumptions  that  affect the  amounts
     reported in the financial statements and accompanying notes. Actual results
     could differ from those estimates.

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

     Concentration  of  Credit  Risk - At May 31,  2002 and  2001 the  Company's
     entire cash balance of  $4,012,560  and  $3,124,517,  respectively,  was on
     deposit with high quality financial institutions,  located primarily in the
     U.S.

     The Company  obtains raw materials  from numerous  outside  suppliers.  The
     Company  is not  dependent  on  any  single  supplier  other  than  certain
     instrumentation  manufacturers  (see Note 12) and the joint manufacturer of
     some of the  Company's  monoclonal  antibody-based  products.  The  Company
     believes that its business relationships with its suppliers are excellent.

     Certain of the Company's  products are derived from blood having particular
     or rare  combinations of antibodies or antigens that are found in a limited
     number of  individuals.  The Company to date has not  experienced any major
     difficulty  in  obtaining  sufficient  quantities  of such blood for use in
     manufacturing its products,  but there can be no assurance that the Company
     will always have available to it a sufficient supply of such blood.

     At May 31,  2002 and 2001 the  Company's  accounts  receivable  balance  of
     $27,182,566  and  $21,167,490,  respectively,  was 54%  and 57% of  foreign
     origin,  predominantly  European.  Some European  countries  require longer
     payment terms as a part of doing business.  This may subject the Company to
     a higher risk of  uncollectiblity.  Consideration of this risk is made when
     the allowance for doubtful  accounts is  evaluated.  The Company  generally
     does not require collateral from its customers.

     Cash and  Cash  Equivalents  - The  Company  considers  all  highly  liquid
     investments  with an  original  maturity  of  three  months  or  less  when
     purchased to be cash and cash equivalents.

     Inventories  - Inventories  are stated at the lower of first-in,  first-out
     cost or market. Cost includes material, labor and manufacturing overhead.

     Long-Term  Investment  - The  long-term  investment,  representing  a  $1.0
     million common stock investment in Lionheart Technologies, Inc. acquired in
     April 1992, is accounted for using the cost method of  accounting.  Bio-Tek
     Instruments,  Inc. (see Note 12) is a wholly owned  subsidiary of Lionheart
     Technologies, Inc.

     Interest Rate Swap - The Company uses interest rate swaps to hedge interest
     rate risk  associated  with the  cashflows of some of its  borrowings.  Any
     differences   paid  or  received  on  interest  rate  swap  agreements  are
     recognized as adjustments  to interest  expense over the life of each swap,
     thereby adjusting the effective interest rate on the underlying obligation.
     The Company has established strict counter-party credit guidelines and only
     enters into transactions with financial institutions of investment grade or
     better.  As a  result,  the  Company  estimates  the risk of  counter-party
     default  to be  minimal.  Effective  June  1,  2001,  the  Company  adopted
     Statement of Financial  Accounting  Standards ("SFAS") No. 133,  Accounting
     for Derivative  Instruments and Hedging  Activities.  SFAS No. 133 requires
     the Company to  recognize  all  derivatives  on the  balance  sheet at fair
     value,  based on dealer quotes.  For derivatives  designated as hedges, the
     change in the fair value of the  derivative  will either be offset  against
     the  change  in the fair  value of the  hedged  asset,  liability,  or firm
     commitment  through  earnings or recognized in other  comprehensive  income
     until the hedged item is recognized in earnings.  The ineffective  portion,
     as determined  by comparing the terms of the interest rate swap  agreements
     and their  designated debt  instruments,  of a derivative's  change in fair
     value will be immediately recognized in earnings.  Prior to the adoption of
     No. SFAS 133, the fair value of the interest rate swaps were not recognized
     in the financial statements. As of May 31, 2002, the Company's swap balance
     was $369,492 included in other liabilities. (See Note 3).
<PAGE>
     Fair Value of Financial  Instruments - The carrying amounts reported in the
     consolidated  balance  sheets  for  cash  and  cash  equivalents,  accounts
     receivable,  long-term  investment and accounts payable  approximate  their
     fair values.  The fair values of the Company's  long-term debt  approximate
     the reported  amounts in the  accompanying  consolidated  balance sheets as
     their interest rates approximate the May 31, 2002 and 2001 market rates for
     similar debt instruments.

     Property, Plant and Equipment - Property, plant and equipment are stated at
     cost less  accumulated  depreciation.  Expenditures  for  replacements  are
     capitalized,  and the replaced items are retired.  Normal  maintenance  and
     repairs are charged to operations.  Major maintenance and repair activities
     that would  significantly  enhance  the useful  life of the asset  would be
     capitalized.   Certain   internal  and  external   costs  incurred  in  the
     development  of computer  software  for internal  use are  capitalized  and
     included in property,  plant and equipment in accordance  with Statement of
     Position 98-1,  Accounting for the Costs of Computer Software  Developed or
     Obtained for Internal  Use.  Gains and losses from the sale of plant assets
     are included in income.  Depreciation  is computed using the  straight-line
     method over the estimated lives of the related assets ranging from three to
     30 years.

     Excess of Cost Over Net  Assets  Acquired  - Excess of cost over net assets
     acquired  comprises  the cost of purchased  businesses  in excess of values
     assigned to net tangible assets received, and was being amortized using the
     straight-line method over 20 to 30 years.  Accumulated  amortization at May
     31, 2002 and 2001 was  $6,276,000 and  $5,444,000  respectively.  Effective
     June 1, 2002,  the  Company  will adopt SFAS No.  142,  Goodwill  and Other
     Intangible  Assets.  Under  Statement 142,  goodwill and  indefinite  lived
     intangible  assets are no longer  amortized  but are reviewed  annually for
     impairment,  or more frequently if impairment indicators arise.  Intangible
     assets that have finite  lives will  continue  to be  amortized  over their
     useful lives.  The Company does not currently  foresee any  indications  of
     impairment and believes  amortization  will be  approximately  $1.2 million
     less in fiscal 2003.

     The Company  evaluates  long-lived  assets for  impairment  when events and
     circumstances  indicate  that the assets  might be impaired  and records an
     impairment loss if the undiscounted cash flows estimated to be generated by
     those  assets  are less  than the  carrying  amount  of those  assets.  The
     impairment  loss  recognized  is  equal  to  the  difference   between  the
     discounted  cash flows and the carrying  amount of the assets.  In February
     2001,  due  to  continued  operating  losses  and a  reorganization  of the
     Company's  French and Belgian  operations,  an  impairment  in value of the
     goodwill  related to these  acquisitions  caused a  non-cash,  nonrecurring
     impact on earnings of  approximately  $3.1  million.  In fiscal  2002,  the
     Company  evaluated  the  carrying  value of the DIAS Plus  instruments  and
     estimated  that the  undiscounted  cash flow  indicated an  impairment.  An
     impairment  loss of  approximately  $270,000  was  charged to  depreciation
     expense on the  statement  of  operations.  The  settlement  of the Becton,
     Dickinson   arbitration   resulted   in   impairment   in  asset  value  of
     approximately  $0.8  million  related to IMAGN and was netted  against  the
     settlement  from  Becton,   along  with  $51,000  in  instrument  financing
     settlement  fees,  in other  income on the  statement  of  operations.  The
     settlement called for Becton to pay Immucor,  Inc. a total of $1.8 million,
     payable in two installments. The first payment of $1.2 million was received
     on June 11, 2001,  and the second  installment of $0.6 million was received
     April  2,  2002.  The  Company  believes  that  the  carrying  value of the
     remaining recorded long-lived assets is not impaired.

     Deferred  Licensing Costs - Deferred  licensing costs primarily  consist of
     distribution  rights for the Company's  complete line of reagents purchased
     from its Canadian distributor,  Immucor Canada, Inc., on September 1, 1998,
     which are being  amortized using the  straight-line  method over ten years.
     The remaining balance is attributed to license fees for cell lines acquired
     in the purchase of Gamma  Biologicals,  Inc.  ("Gamma").  Once a product is
     developed from a cell line,  the related  license fee is amortized over the
     term  of  the  respective  agreement,  generally  five  years.  Accumulated
     amortization  related to deferred  licensing costs at May 31, 2002 and 2001
     was $962,700 and $690,900, respectively.

     Foreign  Currency   Translation  -  The  financial  statements  of  foreign
     subsidiaries have been translated into U.S. dollars in accordance with SFAS
     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.   The  effect  of  foreign  currency
     transaction  gains  and  losses  has  been  recorded  in  the  accompanying
     statements of operations.

     Revenue  Recognition - 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  contract
     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.

<PAGE>
     Shipping and Handling  Revenues and Costs - The amounts  charged  customers
     for shipping and handling of orders are  classified as revenue and reported
     in the  statement  of  operations  as net  sales as  invoiced.  The cost of
     handling  customer  orders and the cost of  shipments  are  reported in the
     operating  cost section of the  statement  of  operations  as  distribution
     expense as incurred.  The cost of handling  customer orders and the cost of
     shipments were  approximately  $5.5 million,  $5.7 million and $6.0 million
     for the years ended May 31, 2002, 2001 and 2000, respectively.

     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.  As  required  by SFAS  No.  123,
     Accounting for Stock-Based Compensation,  the Company presents supplemental
     information disclosing pro forma net income and net income per common share
     as if the  Company had  recognized  compensation  expense on stock  options
     granted  subsequent  to May 31,  1995 under the fair  value  method of that
     statement (see Note 7).

     Advertising  Costs - The amounts for  advertising  are expensed as incurred
     and are classified as selling and marketing operating expenses. Advertising
     expense was $0.3  million,  $0.3  million,  and $0.2  million for the years
     ended May 31, 2002, 2001 and 2000, respectively.

     Impact  of  Recently  Issued  Accounting  Standards  - In  June  1998,  the
     Financial   Accounting  Standards  Board  ("FASB")  issued  SFAS  No.  133,
     Accounting  for  Derivative   Instruments  and  Hedging  Activities.   This
     statement  provides  a  comprehensive  and  consistent   standard  for  the
     recognition and measurement of derivatives and hedging activities.  In June
     2000,  the FASB  issued  SFAS No. 138,  Accounting  for Certain  Derivative
     Instruments and Certain Hedging  Activities-an  Amendment to FASB Statement
     No.  133.  This  statement  amended  certain  provisions  of SFAS No.  133.
     Accordingly,  the Company adopted SFAS No. 133, as amended by SFAS No. 138,
     effective the first quarter of fiscal 2002.  The  cumulative  effect of the
     adoption of SFAS No. 133 on June 1, 2001 resulted in a  comprehensive  loss
     (a component of Shareholders' Equity on the balance sheet) of approximately
     $103,000,  net of $26,000 in income  taxes,  relating to the interest  rate
     swap agreements.  Since the swap agreement  related to the Canadian line of
     credit matured in December 2001, an adjustment of approximately $15,000 was
     made to  comprehensive  loss  and  reclassified  to  earnings  as  interest
     expense.  Due to the ineffectiveness of the swap related to the U. S. loan,
     approximately  $16,000 was reclassified from comprehensive loss to earnings
     as interest  expense and  approximately  $267,000  was charged  directly to
     interest expense.  The remaining  balance of approximately  $72,000 will be
     amortized over the remaining term of the loan. See Note 3.

     In June 2001, the FASB issued SFAS No. 141, Business Combinations,  and No.
     142, Goodwill and Other Intangible  Assets,  collectively,  the Statements.
     These   Statements   drastically   change  the   accounting   for  business
     combinations,  goodwill and intangible assets. Statement 141 eliminates the
     pooling-of-interests  method of accounting for business combinations except
     for qualifying  business  combinations that were initiated prior to July 1,
     2001.  Statement  141 also  changes the  criteria to  recognize  intangible
     assets apart from goodwill.  Under  Statement 142,  goodwill and indefinite
     lived intangible  assets are no longer amortized but are reviewed  annually
     for  impairment,   or  more  frequently  if  impairment  indicators  arise.
     Intangible assets that have finite lives will continue to be amortized over
     their useful lives. The  amortization  provisions of Statement 142 apply to
     goodwill and intangible  assets  acquired after June 30, 2001. With respect
     to goodwill  and  intangible  assets  acquired  prior to July 1, 2001,  the
     amortization  provisions of Statement  142 are  effective  upon adoption of
     Statement  142.  Pre-existing  goodwill and  intangibles  will be amortized
     during the  transition  period until  adoption.  Companies  are required to
     adopt Statement 142 in their fiscal year beginning after December 15, 2001.
     Early adoption is permitted for companies with fiscal years beginning after
     March 15, 2001. The Company plans to adopt  Statement 142 effective June 1,
     2002. The Company does not currently  foresee any indications of impairment
     and believes amortization will be approximately $1.2 million less in fiscal
     2003.

     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 Statement is
     effective for year-ends  beginning  after December 15, 2001. The Company is
     in the process of  evaluating  the impact SFAS 144 will have upon  adoption
     but does not anticipate it will have a significant  impact on its financial
     position or results of operations.
<PAGE>
2.   BALANCE SHEET DETAIL
<TABLE>
<CAPTION>
                                                                         May 31,
                                                            -----------------------------------
                                                                 2002               2001
    Inventories:
    <S>                                                       <C>                <C>
    Raw materials and supplies                                $   5,725,149      $   5,524,301
    Work in process                                               1,532,821          2,095,363
    Finished goods and goods purchased for resale                 8,299,064          8,048,973
                                                            ----------------   ----------------
                                                               $ 15,557,034       $ 15,668,637
                                                            ================   ================
    Property, plant and equipment:
    Land                                                     $      346,597     $      344,447
    Buildings and improvements                                    6,410,203          6,345,663
    Leasehold improvements                                        1,034,506            935,159
    Furniture and fixtures                                        1,596,696          1,413,073
    Machinery and equipment                                      17,814,446         15,747,482
                                                            ----------------   ----------------
                                                                 27,202,448         24,785,824
    Less accumulated depreciation                               (12,811,660)        (9,236,232)
                                                            ----------------   ----------------
    Property, plant and equipment - net                          14,390,788         15,549,592
                                                            ----------------   ----------------
    Assets under capital lease:
    Furniture and fixtures                                          137,090            124,273
    Machinery and equipment                                       3,888,286          3,481,292
                                                            ----------------   ----------------
                                                                  4,025,376          3,605,565
    Less accumulated depreciation                                (1,389,140)          (821,205)
                                                            ----------------   ----------------
    Assets under capital lease - net                              2,636,236          2,784,360
                                                            ----------------   ----------------
    Property, plant and equipment - net                        $ 17,027,024       $ 18,333,952
                                                            ================   ================
</TABLE>

3.   BANK LINE OF CREDIT AGREEMENTS AND DEBT OBLIGATIONS
<TABLE>
<CAPTION>
                                                                                             May 31,
                                                                               -----------------------------------
                                                                                     2002                2001
                                                                               -----------------  ----------------
    Primary Obligations
       <S>                                                                        <C>                <C>
       Term Loan A (Acquisition term note) (interest rates ranging from LIBOR
          plus 2.0% to LIBOR plus 3.25% maturing December 2005)                   $ 16,750,000       $ 19,625,000
       Term Loan B  (Additional  term loan)  (interest  rate  ranging  from
         LIBOR plus 2.5% to LIBOR plus 3.75% maturing December 2005)                 6,000,000          6,000,000
       Temporary line of credit  (Fourth  additional  term loan)  (interest
         rate  ranging  from LIBOR  plus 2.0% to LIBOR  plus 3.25%  matured                  -          1,934,921
         October 2001)
       Revolving Line of credit  (Master note)  (interest rate ranging from
         LIBOR plus 2.00% to LIBOR plus 3.25% maturing December 2005)                4,500,000          7,000,000
       CAD Term Loan (Third  additional  term loan)  (interest rate ranging
         from LIBOR plus 2.0% to LIBOR plus 3.25% maturing September  2002)            626,405          2,176,741
       Revolving  line of  credit -  Canadian  subsidiary  (denominated  in
         Canadian  dollars with  interest rate ranging from LIBOR plus 2.0%
         to LIBOR plus 3.25% maturing December 2005)                                 2,880,524          3,971,782
       Line of credit - German  subsidiary  (denominated  in Deutsche Marks
         at an  interest  rate  ranging  from LIBOR plus 2.0% to LIBOR plus
         3.25% maturing December 2005)                                               2,574,817          2,335,851
     Secondary Obligations
       Lines of  credit -  Italian  subsidiary  (denominated  in Lira  with
         interest  rates  ranging  from 7.25% to 9.25%  maturing  in fiscal            465,496            659,252
         2003)
       Line of credit -  Spanish  subsidiary  (denominated in  Pesetas with
          interest rates ranging from of 4.5 to 5.8% maturing March 2003)            1,530,134          1,388,124
       Line of credit - Spanish  subsidiary  (denominated  in Pesetas at an
         interest rate of 5.25% maturing December 2002)                                112,097                  -
       Mortgage note payable - Belgian  subsidiary  (denominated in Belgian
         Francs at an interest rate of 6.25% maturing November 2007)                   199,457            242,794
       Line of credit - Belgian  subsidiary  (denominated in Belgian Francs
         with  interest  rates  ranging  from  5.5%  to  6.0%  maturing  in            346,769            369,745
         November 2007)
       Note payable - Biotek (interest rate 8.5% maturing January 2002)                      -            349,654
       Notes payable - Various vendors (interest  rates ranging from 8.0% to
         8.5% with maturity dates ranging from August 2001 to November 2001)                 -            316,056
                                                                               -----------------  ----------------
                                                                                    35,985,699         46,369,920
    Less current portion                                                            (5,657,934)        (8,261,604)
                                                                               -----------------  ----------------
                                                                                  $ 30,327,765       $ 38,108,316
                                                                               =================  ================
</TABLE>
<PAGE>

     Primary Obligations

     In  connection  with the  acquisition  of Gamma in  October  1998,  and the
     subsequent  acquisitions  of  Medichim,  Immunochim  and BCA,  the  Company
     entered  into a  bank  loan  agreement  (the  "Loan  Agreement")  with  the
     Company's  primary  U.S.  bank that  included an  acquisition  term note of
     $20,000,000   maturing  in  December  2005,  an  additional  term  loan  of
     $4,500,000  maturing  in March  2004  and a line of  credit  of  $2,000,000
     maturing  in  October  2001.  On April  30,  1999 the  line of  credit  for
     $2,000,000  was  canceled  and  a new  line  of  credit  was  executed  for
     $5,000,000.  These  borrowings bore interest rates at LIBOR plus additional
     percentage  points ranging from 0.5% to 1.4% based on certain  calculations
     as defined in the loan agreement.  Debt issue costs of $56,250 for advisory
     fees were paid to an investment  banker in conjunction with the acquisition
     of Gamma. These debt issue costs have been deferred and are being amortized
     over the life of the loan agreement.

     In  connection  with  the  acquisition  of  Dominion  Biologicals,  Limited
     ("Dominion")  in December  1996,  the  Company  entered  into a  $4,566,200
     ($6,200,000  CDN$)  long-term  revolving  line of credit  facility with the
     Company's  primary  U.S.  bank that bore  interest  charges  at LIBOR  plus
     0.4375%.  The interest rate on the remaining  principal balance of $715,357
     ($1,000,000  CDN$) was LIBOR plus 0.4375%,  and was adjusted every 90 days.
     The  Company  also  issued  subordinated  promissory  notes  to the  former
     shareholders of Dominion bearing interest at 6% payable  semiannually  with
     principal due in December  1999.  On December 17, 1999 the Company  entered
     into an  additional  term loan (CAD Term  Loan) of  $3,884,800  ($5,741,000
     CDN$) to retire the Canadian subordinated  promissory notes.  Principal and
     interest payments are due quarterly commencing March 1, 2000 and continuing
     through September 1, 2002.

     On April 20,  2000 the  Company  entered  into an  additional  term loan of
     $5,000,000  to finance  the  repurchase  of 415,500  shares  common  stock.
     Principal and interest payments were due quarterly  commencing September 1,
     2001 and continuing through June 1, 2006.

     In February  2001,  the Company  revised its loan  agreement  covering  the
     above-mentioned  debt  with  its  primary  lender,  restructuring  the loan
     covenants  and  debt  repayment  schedule.  Borrowings  under  the new loan
     agreement and related lines of credit totaled $29.4 million, including loan
     fees of $220,000,  retired  borrowings  under the old loan of $26.0 million
     and repayment of $1.2 million on the existing German subsidiary loan. Under
     the new agreement Term Loan A for $20,000,000  would be repaid in quarterly
     installments of increasing  amounts  through  December 2005. The balance of
     the  Canadian  term  loan  ($3,827,333  CDN$)  would  continue  with  equal
     quarterly  principal  installments  plus interest  through December 2002. A
     temporary line of credit of $2,000,000 was due October 2001. Three lines of
     credit, one for the U.S. amounting to $7,000,000,  one for Canada amounting
     to $4,035,670 ($6,200,000 CDN$) and one for Germany amounting to $2,335,851
     (5,400,000  DM) would  mature  in  February  2003.  These  borrowings  bore
     interest at LIBOR plus  additional  percentage  points ranging from 2.0% to
     3.25% based on certain calculations as defined in the Loan Agreement.  Term
     Loan B for $6,000,000  would be due in full in December  2005.  Term Loan B
     bore interest at LIBOR plus additional  percentage points ranging from 2.5%
     to 3.75% based on certain calculations as defined in the loan agreement.

     At the inception of the original acquisition term note, the Company entered
     into an interest rate swap  agreement with an effective date of December 1,
     1998, for a notional amount of $15,000,000 which amortizes over the life of
     the instrument,  also maturing December 2005. This transaction  effectively
     converted Term Loan A's floating rate to a fixed rate of 5.33% on a portion
     of the principal balance of $15,000,000 at inception. The fair value of the
     interest rate swap agreement was $(369,492) at May 31, 2002. The fair value
     of the interest rate swap agreement  represents  the estimated  receipts or
     payments  that would be made to terminate  the  agreement  and are included
     with other long-term  liabilities on the balance sheet. At the inception of
     the original Canadian revolving line of credit, the Company  simultaneously
     entered  into an interest  rate swap  agreement  with a notional  amount of
     $2,338,166  ($3,500,000 CDN$). This transaction  effectively  converted the
     revolver's  floating  rate to a  fixed  rate of  6.6375%  on the  principal
     balance of  $2,338,166.  The Canadian  swap  agreement  matured in December
     2001.  Effective June 1, 2001,  the Company  adopted SFAS No. 133. SFAS No.
     133 requires the Company to recognize all  derivatives on the balance sheet
     at fair value. For derivatives designated as hedges, the change in the fair
     value of the  derivative  will  either be offset  against the change in the
     fair value of the  hedged  asset,  liability,  or firm  commitment  through
     earnings or recognized in other comprehensive  income until the hedged item
     is recognized in earnings. The ineffective portion of a derivative's change
     in fair value will be  immediately  recognized in earnings.  The cumulative
     effect of the adoption of SFAS No. 133 resulted in a comprehensive  loss (a
     component of  Shareholders'  Equity on the balance sheet) of  approximately
     $103,000,  net of $26,000 in income  taxes,  relating to the interest  rate
     swap agreements.  Since the swap agreement  related to the Canadian line of
     credit matured in December 2001, an adjustment of approximately $15,000 was
     made to  comprehensive  loss  and  reclassified  to  earnings  as  interest
     expense.  Due to the ineffectiveness of the swap related to the U. S. loan,

<PAGE>

     approximately  $16,000 was reclassified from comprehensive loss to earnings
     as interest  expense and  approximately  $267,000  was charged  directly to
     interest expense.  The remaining  balance of approximately  $72,000 will be
     amortized over the remaining term of the loan.

     In connection  with the Company's new agreement with its principal  lender,
     the  Company   granted  its  principal   lender  a  security   interest  in
     substantially  all of the Company's  assets in addition to other  security.
     Additionally,  the new loan agreement contained certain financial and other
     covenants  which,  among other things,  limit annual capital  expenditures,
     prevent  payment of cash  dividends or the  repurchase of stock,  limit the
     incurrence  of  additional  debt,  and require the  maintenance  of certain
     financial ratios. At May 31, 2002, there is $2.5 million in funds available
     under the U.S. line of credit,  $1.2 million  available  under the Canadian
     line of credit and no additional  funds  available under the German line of
     credit. The Dominion revolving line of credit and German line of credit are
     guaranteed by the Company.  The interest rate swap  agreement with the U.S.
     bank is also guaranteed by the Company.

     In September  2001,  the Company  negotiated a waiver of covenant  defaults
     from its primary lender in the Loan  Agreement  dated February 23, 2001 and
     obtained a relaxation of such loan  covenants for four quarters in exchange
     for a cash waiver fee,  increased  interest rates and other conditions.  As
     amended, the Company was required to meet quarterly and cumulative Earnings
     Before Interest,  Taxes, Depreciation and Amortization ("EBITDA") covenants
     and quarterly funded debt to EBITDA ratios. As amended,  the loan agreement
     then provided that once the Company's trailing twelve-month ratio of funded
     debt to EBITDA reached 2.50 to 1 or less, the interest rates on these loans
     would revert to the more  favorable  pricing  provided in the original Loan
     Agreement dated February 23, 2001.

     In order to obtain the waiver, the Company agreed to seek a minimum of $5.0
     million in junior capital,  in the form of either an equity or subordinated
     debt  investment.  Because the Company  did not obtain such  investment  by
     December  31,  2001,  the  Company  became  obligated  to pay the lender an
     additional  fee of $450,000  (payable in twelve equal monthly  installments
     beginning January 31, 2002). The Company also became obligated to issue the
     lender a warrant to purchase  750,000 shares of Immucor,  Inc. stock at the
     market price of the stock on December 31, 2001. In March 2002,  the Company
     agreed to pay the lender  $500,000 in cash in lieu of issuing any warrants.
     The fee is  payable in four  monthly  installments  of  $75,000  commencing
     September 30, 2002 followed by payments of $100,000 on January 31, 2003 and
     February 28, 2003.  Additionally,  since the junior capital  investment was
     not received by December 31, 2001,  the revolving  lines of credit and Term
     Note A were  re-priced at prime plus 2.0% and Term Note B was  re-priced at
     prime plus 4.0% until the junior capital was to be received.  Additionally,
     since the junior capital investment was not received by April 30, 2002, the
     lines of credit were reset to mature on February 28, 2003.

     On July 18,  2002,  the  Company  again  amended  the loan  agreement.  The
     amendment  extended the term of the lines of credit from  February 28, 2003
     to December 1, 2005.  Borrowings  under the senior credit  facility will be
     priced  subject to a pricing  grid that  varies  based  upon the  Company's
     Funded  Debt to  EBITDA,  as defined in the  senior  credit  facility.  The
     interest  rate on the  effective  date of the  amendment was LIBOR plus 200
     basis  points on the  revolving  lines of credit  and Term Loan A and LIBOR
     plus  250  basis  points  on  Term  Loan  B.  At May  31,  2002  there  was
     approximately $27.3 million outstanding under the revolvers and Term Loan A
     and approximately  $6.0 million  outstanding under Term Loan B. The Company
     made a $4.5 million  payment  against the revolving  line of credit in July
     2002.  Pricing  under the  amendment  did not change from the original loan
     agreement.

     Secondary Obligations

     In December  2001,  the  Spanish  subsidiary  obtained a temporary  line of
     credit  amounting  to  approximately   $252,220  (45,000,000  Pesetas)  for
     short-term  financing needs. The line of credit bears interest at 5.25% and
     matures in December 2002.

     The Company's  Italian  subsidiary has outstanding  obligations of $465,000
     under line of credit  agreements  denominated  in Lira with  three  Italian
     banks  bearing  interest  between  7.25% and 9.25%.  At May 31, 2002,  this
     subsidiary had an additional borrowing capacity of $475,000 available under
     these line of credit  agreements.  The  Company's  Spanish  subsidiary  has
     outstanding  obligations  of  $1,500,000  under a line of credit  agreement
     denominated in Pesetas with a Spanish bank bearing interest at 4.5%. At May
     31,  2002,  the Company had no funds  available  under the Spanish  line of
     credit agreement.

     Upon the acquisition of Medichim,  the Company assumed a mortgage note that
     is  collateralized  by a first lien on Medichim's  land and  building.  The
     approximate  carrying value of the land and building is $439,000.  Medichim
     has various notes payable with a local bank bearing  interest between 5.03%
     and  10.29%.  Medichim  also  has  $666,667  in line of  credit  agreements
     denominated  in Belgian  Francs  with one  Belgian  bank  bearing  interest

<PAGE>

     between 5.5% and 6.0%. Such lines are guaranteed by the Company. At May 31,
     2002,  the  Company  had  $320,000  available  under  these  line of credit
     agreements.

     The Company entered into various notes payable totaling $666,000 as a means
     of financing certain  obligations in fiscal year 2001. This included a note
     payable to Bio-Tek  Instruments,  Inc., a related party for $350,000.  (See
     Note 12) Interest  rates ranged from 8.0% to 8.5% and maturity dates ranged
     from August 2001 to January  2002. As of May 31, 2002 the notes payable had
     been paid in full.

     Aggregate maturities of all long-term obligations for each of the next five
     years and thereafter are as follows:

     Year Ending May 31:
     2003                                                  $ 5,657,934
     2004                                                    5,148,814
     2005                                                    5,033,657
     2006                                                   19,735,326
     2007                                                       31,271
     Thereafter                                                378,697
                                                       ----------------
                                                           $35,985,699
                                                       ================


4.  CAPITAL LEASE OBLIGATIONS
<TABLE>
<CAPTION>
                                                                                              May 31,
                                                                                 -----------------------------------
                                                                                       2002              2001
                                                                                 -----------------  ----------------
     <S>                                                                            <C>               <C>
    Manufacturing equipment,  bearing interest at rates ranging from 5.46% to       $    541,762      $    824,414
         9.89% and with maturities ranging from April 2003 to September 2005.
    Enterprise resource planning (ERP) computer system and related equipment,
         bearing  interest  at  rates  ranging  from  2.21% to 8.23% and with
         maturities ranging from June 2001 to December 2005.                             791,390         1,035,049
    Office furniture and build-outs for facility  expansion,  bearing interest
         at rates ranging from 5.6% to 7.63% and with maturities  ranging from
         January 2003 to December 2004.                                                  135,825           253,602
    Office  equipment,  bearing  interest at rates ranging from 4.54% to 10.5%
         and with maturities ranging from December 2003 to December 2005.                223,060           284,782
    Instruments and computer  equipment - Belgian  subsidiary,  denominated in
         Belgian Francs bearing interest at rates ranging from 5.03% to 10.29%
         and with  maturity  dates  ranging from November 2002 to April  2004.            41,149            68,534
    Instruments at customer  sites - German  subsidiary,  bearing  interest at
         2.2% and with maturity dates ranging from April 2005 to October 2005.           202,376           225,464
    Computer  equipment  and  leasehold  improvements  -  Spanish  subsidiary,
         bearing interest at 5.25% and maturing in November 2004.                         23,451                 -
    Instruments  at  customer  sites - Italian  subsidiary,  bearing  interest
        rates  ranging  from 4.45% to 4.47% and with  maturities  ranging from           269,441                 -
        July 2004 to March 2005.
                                                                                 -----------------  ----------------
                                                                                       2,228,454          2,691,845
    Less current portion                                                                (975,506)          (848,632)
                                                                                 -----------------  ----------------
                                                                                     $ 1,252,948        $ 1,843,213
                                                                                 =================  ================
</TABLE>


     All of the  above  capital  lease  obligations  are  collateralized  by the
     indicated   assets.   Amortization   on  related   assets  is  included  in
     depreciation expense.

     Aggregate  maturities of capital leases for each of the next five years and
     thereafter are as follows:

     Year Ending May 31:
     2003                                                  $ 975,506
     2004                                                    654,155
     2005                                                    465,281
     2006                                                    133,512
     2007                                                         -
                                                     ----------------
                                                         $ 2,228,454
                                                     ================

     Total imputed  interest to be paid out under existing  capital leases as of
     May 31, 2002 is $209,027.
<PAGE>


5.   LOANS TO OFFICERS AND DIRECTORS

     On June 6, 2000,  Edward L.  Gallup,  President  and CEO of  Immucor,  Inc.
     entered into a loan agreement  with Immucor,  Inc. to borrow up to $400,000
     in order to meet margin calls related to loans made by brokerage companies.
     The Company  believed that certain  benefits would accrue to Immucor,  Inc.
     and its  shareholders  if such margin  calls were  satisfied  by some means
     other than having those shares sold by the broker. The interest rate on the
     loan was LIBOR  plus 1%,  which was then the  Company's  current  borrowing
     rate. As of May 31, 2002, the loan has been repaid in full.  Upon repayment
     of the loan, the Company's Board of Directors adopted a policy  prohibiting
     loans to officers or directors.


6.   COMMON STOCK

     At May 31, 2002, the following shares of common stock are reserved for
     future issuance:

         Common stock options - directors and employees         2,582,217
         Common stock warrants - other                            210,000
                                                                ---------
                                                                2,792,217

     In  connection  with the  acquisition  of Medichim,  S.A.  and  Immunochim,
     s.a.r.l.,  the Company issued to the seller an option to acquire,  in whole
     or in part,  100,000  shares  of  Immucor  stock at  $8.938  per share in a
     transaction  exempt under Section 4(2) of the  Securities  Act. The 100,000
     options  became  exercisable at the rate of 33% per year  commencing  March
     2001,  expire in fiscal year 2010,  and were valued at $310,000 at the date
     of the  acquisition  and included in goodwill.  Due to continued  operating
     losses and  reorganization at the Company's French and Belgian  operations,
     an impairment in value of the goodwill related to these acquisitions caused
     a non-cash charge to earnings of approximately $3.1 million in fiscal 2001.
     On June 7,  2002,  Immucor  issued  50,000  shares of common  stock  upon a
     partial exercise of the warrant.

     As part of the  acquisition of Dominion  Biologicals, Limited,  the Company
     issued to the sellers five- and ten-year warrants to acquire in whole or in
     part,  478,417 and 150,000 shares of Immucor stock at $12.00 and $11.98 per
     share,  respectively.  These warrants became exercisable one year after the
     issuance  date,  with the  five-year  warrants  expiring in  December  2001
     unexercised  and the ten-year  warrants  expiring in 2006. At May 31, 2002,
     40,000  of the  ten-year  warrants  had  been  exercised  and  110,000  are
     outstanding.  Immucor  filed a  registration  statement on Form S-3 in  May
     1999 with the Securities and Exchange  Commission  covering the issuance of
     the shares to be issued upon exercise of these warrants.

     In connection  with other prior years' business  acquisitions,  the Company
     issued to the sellers warrants to acquire, in whole or in part, 150,000 and
     375,000 shares of the Company's common stock at $26.95 and $7.75 per share,
     respectively.  The 150,000  warrants became  exercisable at the rate of 20%
     per year commencing August 1993, and expired unexercised in September 2001.
     The  375,000  shares were  exercised  as  follows:  14,062 in fiscal  1992,
     205,687 in fiscal 1996,  143,750 in fiscal 1999, and 11,501 in fiscal 2000.
     At May 31,  2002,  all 375,000  warrants  had been  exercised  and none are
     outstanding.

     The Company has a  Shareholders'  Rights Plan under which one common  stock
     purchase  right is presently  attached to and trades with each  outstanding
     share of the Company's  common stock.  The rights  become  exercisable  and
     transferable  apart from the common stock ten days after a person or group,
     without the Company's  consent,  acquires  beneficial  ownership of, or the
     right to  obtain  beneficial  ownership  of,  15% or more of the  Company's
     common stock or  announces  or  commences a tender offer or exchange  offer
     that  could  result  in at least  15%  ownership.  If a  person  or a group
     acquires at least 15%  ownership,  except in a transaction  approved by the
     Company under the rights plan, then each right not owned by the acquirer or
     related  parties  will  entitle  its  holder to  purchase,  at the  right's
     exercise price,  common stock or common stock  equivalents  having a market
     value  immediately  prior to the  triggering  of the  right  of twice  that
     exercise  price.  In  addition,  after an  acquirer  obtains  at least  15%
     ownership,  if  the  Company  is  involved  in  certain  mergers,  business
     combinations,  or asset  sales,  each  right not owned by the  acquirer  or
     related  persons  will  entitle  its  holder to  purchase,  at the  right's
     exercise  price,  shares  of  common  stock  of  the  other  party  to  the
     transaction  having a market value  immediately  prior to the triggering of
     the right of twice  that  exercise  price.  Once  exercisable,  each  right
     entitles the holder to purchase one share of the Company's  common stock at
     an exercise price of $45,  subject to adjustment to prevent  dilution.  The
     rights have no voting power and, until exercised, no dilutive effect on net
     income per common share.  The rights expire on April 20, 2009,  and in most
     cases are  redeemable at the  discretion of the Board of Directors at $0.01

<PAGE>

     each.  All  reservations  of shares of common stock for purposes other than
     the rights plan shall take precedence and be superior to any reservation of
     shares in connection with or under the rights plan.

     In fiscal 1998, the Company authorized a program to repurchase up to 10% of
     its common  stock in the open  market.  During  fiscal  2001 and 2000,  the
     Company  repurchased  184,501  and 415,500  shares of its common  stock for
     approximately  $1.5  and  $3.5  million,   respectively.   The  Company  is
     restricted from the repurchase of additional shares under debt covenants of
     the current  loan  agreement.  Additionally,  the loan  agreement  contains
     certain  financial and other  covenants  which,  among other things,  limit
     annual capital expenditures,  prevent payment of cash dividends,  limit the
     incurrence  of  additional  debt,  and require the  maintenance  of certain
     financial ratios.


7.   STOCK OPTIONS

     The Company has various  stock option plans that  authorize  the  Company's
     Compensation  Committee to grant employees,  officers and directors options
     to purchase shares of the Company's common stock.  Exercise prices of stock
     options are  determined by the  Compensation  Committee and have  generally
     been the fair market value at the date of the grant.

     The Company's 1990 Non-Incentive  Stock Option Plan authorizes the grant of
     options to employees,  officers and directors for up to 1,000,000 shares of
     the  Company's  common  stock.  All options have 10 year terms and vest and
     become  fully  exercisable  50% at the end of two years,  25% at the end of
     three years, and 25% at the end of four years of continued employment.

     The Company's 1995 Non-Incentive  Stock Option Plan authorizes the grant of
     options to employees,  officers and directors for up to 1,000,000 shares of
     the  Company's  common  stock.  All options have 10 year terms and vest and
     become  fully  exercisable  50% at the end of two years,  25% at the end of
     three years, and 25% at the end of four years of continued employment.

     The Company's 1998 Non-Incentive  Stock Option Plan authorizes the grant of
     options to employees,  officers and directors for up to 1,000,000 shares of
     the  Company's  common  stock.  All options have 10 year terms and vest and
     become  fully  exercisable  50% at the end of two years,  25% at the end of
     three years, and 25% at the end of four years of continued employment.

     The Company has elected to follow  Accounting  Principles Board Opinion No.
     25,  Accounting  for  Stock  Issued  to  Employees,  (APB  25) and  related
     Interpretations  in accounting for its employee  stock options  because the
     alternative  fair  value  accounting  provided  for  under  SFAS  No.  123,
     Accounting for Stock-Based  Compensation,  requires use of option valuation
     models that were not developed for use in valuing  employee  stock options.
     Under APB 25,  because the exercise  price of the Company's  employee stock
     options  equals the  market  price of the  underlying  stock on the date of
     grant, no compensation is recognized.

     Pro forma  information  regarding  net  income  and  earnings  per share is
     required by SFAS No.  123,  which also  requires  that the  information  be
     determined as if the Company has  accounted for its employee  stock options
     granted  subsequent  to June 1, 1995  under the fair  value  method of that
     Statement.  The fair value for these  options was  estimated at the date of
     grant using a  Black-Scholes  option  pricing  model with certain  weighted
     average  assumptions.  The assumptions include a risk-free interest rate of
     5.37%,  5.83% and  6.27% in fiscal  2002,  2001 and 2000  respectively,  no
     dividend  yields;  a volatility  factor of the expected market price of the
     Company's  common  stock of 0.749 for 2002,  1.023 for 2001,  and 0.584 for
     2000 based on quarterly  closing prices since 1986; and an expected life of
     each option of 8 years.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
     options is  amortized to expense over the  options'  vesting  periods.  The
     Company's pro forma information follows:


<TABLE>
<CAPTION>

                                                     2002           2001            2000
                                                     ----           ----            ----

     <S>                                         <C>           <C>              <C>
     Net income (loss) as reported               $8,794,910    $(8,049,113)     $2,812,020

     Pro forma net income (loss)                 $7,780,842    $(8,845,439)     $1,753,101

     Earnings (loss) per share as reported:
          Basic                                     $1.20          $(1.10)         $ 0.36
          Diluted                                   $1.15          $(1.10)         $ 0.33

     Pro forma earnings (loss) per share:
          Basic                                     $1.06          $(1.21)         $ 0.23
          Diluted                                   $1.02          $(1.21)         $ 0.21

</TABLE>

     The Company is  authorized  to issue up to  2,582,217  shares of its Common
     Stock under various employee and director stock option arrangements.  These
     arrangements  include employee  incentive plans discussed above and various
     voluntary salary reduction plans.  Options granted under these plans become
     exercisable at various times and, unless exercised, expire at various dates
     through fiscal 2012. Transactions involving these stock option arrangements
     are summarized as follows:

<TABLE>
<CAPTION>

                                                                        Range           Weighted Average
                                                                     of Exercise            Exercise
                                                 Shares                 Prices               Price
                                           -------------------  ------------------------------------------

    <S>                                          <C>              <C>                        <C>
    Outstanding at May 31, 1999                  2,454,922        $3.330  -  15.375          $ 8.37
         Granted                                   114,400        $8.375  -  14.500          $11.93
         Exercised                                (377,706)       $3.330  -  12.000          $ 7.67
         Forfeited                                 (97,025)       $8.000  -  14.500          $ 9.32
                                           -------------------

    Outstanding at May 31, 2000                  2,094,591        $5.400  -  15.375          $ 8.65
         Granted                                   101,000        $2.550  -   5.625          $ 4.26
         Exercised                                       -         -      -     -            $    -
         Expired                                  (493,300)       $7.830  -   9.330          $ 9.32
         Forfeited                                (170,416)       $3.750  -  15.375          $ 9.49
                                           -------------------

    Outstanding at May 31, 2001                  1,531,875        $2.550  -  15.375          $ 8.09
         Granted                                   718,000        $2.690  -  16.920          $ 6.46
         Exercised                                (386,143)       $6.000  -  14.500          $ 7.73
         Forfeited                                 (54,614)       $2.690  -  14.500          $ 8.94
                                           -------------------

    Outstanding at May 31, 2002                  1,809,118        $2.550  -  16.920          $ 7.46
                                           ===================
</TABLE>

     At May 31, 2002, 2001 and 2000, options for 847,025,  993,150 and 1,140,716
     shares of common stock, respectively, were exercisable, at weighted average
     exercise prices of $8.16, $7.73 and $7.95,  respectively.  At May 31, 2002,
     302,689  shares of Common  Stock  were  available  for future  grants.  The
     weighted  average  grant date fair value of options  granted  during fiscal
     2002, 2001 and 2000 were $6.46, $3.76 and $8.16, respectively.


     The  following  table as of May 31,  2002 sets  forth by group of  exercise
     price ranges,  the number of shares,  weighted  average exercise prices and
     weighted average remaining  contractual lives of options  outstanding,  and
     the number  and  weighted  average  exercise  prices of  options  currently
     exercisable.

<TABLE>
<CAPTION>

                                              Options Outstanding                            Options Exercisable
                                   -------------------------------------------          -------------------------------
                                                                  Weighted
           Range of                   Number       Weighted        Average                  Number        Weighted
           Exercise                     of          Average      Contractual                 of            Average
            Prices                    Shares     Exercise Price  Life (Years)               Shares      Exercise Price
     ---------------------         ------------- -------------- --------------          -------------- ----------------
        <S>                           <C>                <C>              <C>                 <C>                <C>
        $ 2.55     $ 5.63               205,500          $3.60            8.4                  11,000            $5.50
          6.00       9.98             1,520,668           7.70            6.9                 801,600             8.04
         10.00      16.92                82,950          12.72            7.3                  34,425            11.90
                                   -------------                                        --------------
                                      1,809,118           7.46            7.1                 847,025             8.16
                                   =============                                        ==============
</TABLE>
<PAGE>


8.   EARNINGS PER SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings (loss) per share.
<TABLE>
<CAPTION>
                                                                                   Year Ended May 31,
                                                                   ----------------------------------------------------
                                                                         2002             2001              2000
      Numerator for basic and diluted earnings per share:
        <S>                                                            <C>             <C>                <C>
        Net  income (loss)                                             $8,794,910      $(8,049,113)       $2,812,020
                                                                   ====================================================
      Denominator:
        For basic earnings per share - weighted average shares          7,306,179        7,286,163         7,713,229
        Effect of dilutive stock options and warrants                     329,259                -           806,992
                                                                   ----------------------------------------------------
        Denominator for diluted earnings per share -
        Adjusted weighted-average shares                                7,635,438        7,286,163         8,520,221
                                                                   ====================================================

      Basic  earnings (loss) per share                                    $1.20            $(1.10)            $0.36
                                                                   ====================================================

      Diluted earnings (loss) per share                                   $1.15            $(1.10)            $0.33
                                                                   ====================================================
</TABLE>

     The effect of 1,300,069 out-of-the-money options and warrants were excluded
     from the  above  calculation  as  inclusion  of these  securities  would be
     anti-dilutive for the year ended May 31, 2002.


9.   COMMITMENTS AND CONTINGENCIES

     Lease Commitments

     The  Company  leases  domestic  office and  warehouse  facilities  under an
     operating  lease  agreement  expiring  in 2005 with a right to renew for an
     additional  five years.  The Company  leases  foreign  office and warehouse
     facilities and automobiles  under operating  lease  agreements  expiring at
     various dates through 2009.  Total rental  expense,  principally for office
     and warehouse space, was $1,154,000 in fiscal 2002, $920,600 in fiscal 2001
     and $945,300 in fiscal 2000.

     In  Germany,  the office  facility  is leased  from a company  owned by the
     family of a former officer. Rental payments under this lease were $159,000,
     $165,000 and $172,000 for fiscal 2002, 2001 and 2000,  respectively and are
     believed to be at fair market value.

     The following is a schedule of approximate future annual lease payments
     under all operating leases that have initial or remaining non-cancelable
     lease terms in excess of one year as of May 31, 2002:

           Year Ending May 31:
           2003                                              $1,210,527
           2004                                               1,141,035
           2005                                               1,010,178
           2006                                                 447,985
           2007                                                 173,202
           Thereafter                                           328,700
                                                        ----------------
                                                            $ 4,311,627
                                                        ================

     The Company may, at its option,  extend its office and warehouse facilities
     lease terms through various dates.

     Other Commitments

     In order to  satisfy  the broad  spectrum  of  customers'  operational  and
     financial  criteria,  the Company  offers  several  instrument  procurement
     options,  including  third-party financing leases, direct sales and reagent
     rentals.  In connection  with certain third party  financing  leases of the
     Company's  automated  systems,  the  third  party  lessor's  customers  are
     committed to purchasing reagent products  exclusively from the Company.  If
     the  Company is unable to supply  such  products,  this could  represent  a
     breach of the Company's  agreement with the third party financing  company.
     See additional commitments in Note 12.
<PAGE>


     Contingencies

     From time to time, the Company is involved in certain legal proceedings and
     claims which arise in the normal course of business,  none of which, in the
     opinion of  management  and its  counsel,  is  expected  to have a material
     adverse  effect  on the  Company's  consolidated  operations  or  financial
     position.


10.  INCOME TAXES

     Sources of income (loss) before income taxes are summarized below:

                                           Year Ended May 31,
                          ------------------------------------------------------
                                 2002              2001               2000

     Domestic Operations       $11,826,961        $(3,877,675)       $2,629,676
     Foreign Operations            156,853         (3,705,987)        2,079,979
                           -----------------  ----------------  ----------------

          Total                $11,983,814        $(7,583,662)       $4,709,655
                           =================  ================  ================


     The provision for income taxes is summarized as follows:

                                             Year Ended May 31,
                       -------------------------------------------------------
                             2002               2001               2000

     Current:
          Federal           $2,953,976           $(34,169)        $  448,706
          Foreign              489,441            934,472          1,317,178
          State                276,070           (290,902)            52,641
                       -----------------  -----------------  -----------------
                             3,719,487            609,401          1,818,525
                       -----------------  -----------------  -----------------
     Deferred:
          Federal             (633,102)          (471,516)           123,913
          Foreign               53,745             85,196            (59,340)
          State                 48,774            242,370             14,537
                       -----------------  -----------------  -----------------
                              (530,583)          (143,950)            79,110
                       -----------------  -----------------  -----------------
     Income taxes           $3,188,904           $465,451         $1,897,635
                       =================  =================  =================


     Deferred  income  taxes  reflect  the net tax  effects  of:  (a)  temporary
     differences  between the  carrying  amounts of assets and  liabilities  for
     financial  reporting  purposes and income tax  purposes;  and (b) operating
     loss carry-forwards. Valuation allowances are established when necessary to
     reduce  deferred  tax assets to the amounts  expected to be  realized.  The
     Company's  Spanish  subsidiary  had net operating loss  carry-forwards  for
     income  tax  purposes  of  $786,420,  which  expire in 2003 and  2004.  The
     Company's  Belgian  subsidiary  had net operating loss  carry-forwards  for
     income  tax  purposes  of  $1,740,500,  which  do not  expire.  Based on an
     assessment of all  available  evidence  including,  but not limited to, the
     operating  history and lack of profitability of certain  subsidiaries,  the
     Company is uncertain as to the ability to realize  certain of their foreign
     net  operating  loss  carry-forwards  and tax credits  and, as a result,  a
     deferred tax valuation  allowance has been recorded  against these deferred
     tax assets.  The tax effects of significant  items comprising the Company's
     net deferred tax liability at May 31, 2002 and 2001 are as follows:
<PAGE>

                                                    Year Ended May 31,
                                           -----------------------------------
                                                    2002              2001
     Deferred tax liabilities:
        Amortization                            $(1,652,831)      $(1,786,438)
        Depreciation                               (512,518)       (1,431,272)
        Other                                      (241,442)                -
     Deferred tax assets:
        Reserves not currently deductible         1,610,561           710,846
        Operating loss carry-forwards               881,261         3,893,422
        Uniform capitalization                      539,611           576,967
                                           ------------------  ---------------
                                                    624,642         1,963,525
     Valuation allowance                         (1,154,036)       (3,023,502)
                                           ------------------  ---------------

     Net deferred tax liability                   $(529,394)      $(1,059,977)
                                           ==================  ===============


     The Company's effective tax rate differs from the federal statutory rate as
     follows:
<TABLE>
<CAPTION>

                                                                                    Year Ended May 31,
                                                                      -----------------------------------------------
                                                                         2002               2001              2000

     <S>                                                                  <C>                <C>               <C>
     Federal statutory tax rate                                           34%                34%               34%
     State income taxes, net of federal tax benefit                        3                  2                 1
     Foreign Sales Corporation commissions                                (1)                 3                (5)
     Higher effective income tax rates of other countries                  3                (26)                9
     Excess of cost over tangible assets acquired - net                    3                 (4)                6
     Change in deferred tax valuation allowance                          (16)               (15)                -
     Change in entity classification for Spanish subsidiary                1                  1                (7)
     Other                                                                 -                 (1)                2
                                                                      --------           ---------          ---------
                                                                          27%                (6%)              40%
                                                                      ========           =========          =========
</TABLE>

     As a result of  utilizing  compensation  cost  deductions  arising from the
     exercise  of  nonqualified  employee  stock  options  for federal and state
     income tax purposes,  the Company realized income tax benefits of $596,953,
     $0, and $320,027 in fiscal 2002, 2001 and 2000, respectively. Additionally,
     the  Company  recorded  income tax  benefits  of $55,839 in fiscal 2002 and
     $57,348  in fiscal  2001 and 2000,  caused by patent  amortization  expense
     deductions  resulting  from a 1993  exercise  of stock  options  previously
     issued in connection  with the  acquisition  of certain  technology.  These
     income tax benefits are recognized in the accompanying financial statements
     as additions to additional paid-in capital rather than as reductions of the
     respective   income  tax  provisions   because  the  related   compensation
     deductions  are  not  recognized  as  compensation  expense  for  financial
     reporting purposes.


11.  TECHNOLOGY RIGHTS

     In March 1983,  the Company  acquired  rights to  technology  to be used in
     developing   diagnostic   testing   products.   In  connection   with  this
     acquisition,  the Company has agreed to pay to the Blood  Center of Greater
     Kansas City royalties equal to 4% of the net sales from products  utilizing
     the technology.  Royalties under this agreement  amounted to  approximately
     $472,800,   $435,200  and   $409,300  in  fiscal   2002,   2001  and  2000,
     respectively.
<PAGE>


12.  INSTRUMENT DEVELOPMENT AND MANUFACTURING AGREEMENTS

     The  Company  has  contracted  with  Bio-Tek  Instruments,   Inc.  for  the
     development of a fully automated,  "walk-away",  blood bank analyzer. Known
     as the ABS2000,  the analyzer  utilizes the Company's  patented  Capture(R)
     technology  and is being  marketed  in  Europe  and the  United  States  to
     hospital transfusion  laboratories for patient testing.  Under the terms of
     the 15 year agreement, the Company reimburses Bio-Tek Instruments, Inc. for
     its  development  costs,  and the  Company is granted  worldwide  marketing
     rights  to sell the  instrument  for use in the human  clinical  diagnostic
     market for testing of human blood or blood components with  centrifugation.
     Bio-Tek Instruments,  Inc. may sell the product in other markets paying the
     Company up to a 4% royalty of the selling price.  To date,  Bio-Tek has not
     exercised  this  option.  In  order to  maintain  the  exclusive  worldwide
     marketing  rights the Company must purchase 250 instruments over a six-year
     period beginning with the delivery of the first production  instrument that
     occurred in fiscal 1997. If the Company purchases less than 250 instruments
     over a  six-year  period,  it has the right to  continue  to  purchase  the
     instruments  on a  non-exclusive  basis.  Based upon the Company's  current
     projections,  the Company  presently  does not believe it will maintain its
     exclusivity  rights for the term of the agreement.  The loss of exclusivity
     is not viewed as  detrimental  due to the fact that the ABS2000 is designed
     to work solely with the Company's proprietary reagents.

     In April 1999 the Company  entered  into a  manufacturing  and  development
     agreement  with Rosys Anthos AG ("Rosys"),  headquartered  in  Switzerland.
     Under the terms of the  agreement,  Rosys will  manufacture  and develop an
     analyzer  known as the ROSYS Plato in the U.S. and the ABS Precis in Europe
     utilizing the Company's  Capture(R)  technologies.  The instrument  will be
     marketed  exclusively by Immucor to hospital  transfusion  laboratories and
     blood  donor  centers  for  patient  and donor  blood  typing and  antibody
     screening  and  identification.  In order to maintain  exclusive  worldwide
     distribution  rights the Company  must  purchase 120  instruments  over the
     three year initial term of the  agreement.  If the Company  purchases  less
     than 120  instruments  over  the  period  it will be  allowed  to  continue
     purchasing  the instrument on a  non-exclusive  basis for an additional two
     year period.  As of May 31, 2002,  the Company has purchased a total of 137
     Rosys instruments and thus has met this purchase requirement.

     On  September  1,  1999,  the  Company  entered  into a  manufacturing  and
     development agreement with Stratec Biomedical AG ("Stratec"), headquartered
     in Germany. Under the terms of the agreement,  Stratec will manufacture and
     develop a fully  automated  analyzer  known as the  Galileo  which  will be
     initially  targeted  to the  European  community  utilizing  the  Company's
     Capture(R)  technology.  The  instrument  will be marketed  exclusively  by
     Immucor to hospital  transfusion  laboratories  and blood donor centers for
     patient and donor blood typing and antibody  screening and  identification.
     In order to maintain  exclusive  European  distribution  rights the Company
     must  purchase  250  instruments  over the  five-year  initial  term of the
     agreement.  If the Company  purchases  less than 250  instruments  over the
     period it will be allowed to negotiate a good faith extension.

     In  fiscal  2002,  2001  and  2000,  the  Company   incurred  and  expensed
     approximately $625,000, $680,000 and $750,000,  respectively, in instrument
     research and development costs principally under these contracts.


<PAGE>
13.   DOMESTIC AND FOREIGN OPERATIONS
<TABLE>
<CAPTION>
      Information concerning the Company's domestic and foreign operations is summarized below (in 000s):

                                                                Year Ended May 31, 2002
                           ---------------------------------------------------------------------------------------------------
                             U.S.        Germany        Italy        Canada     Note 1 Other  Eliminations    Consolidated
<S>                         <C>           <C>           <C>           <C>           <C>          <C>             <C>
Net reagent sales:
   Unaffiliated customers   $54,180       $8,751        $5,861        $5,317        $4,687             -         $78,796
   Affiliates                 7,150          139            28            44           245       $(7,606)              -
Net instrument sales:
   Unaffiliated customers     3,980          710           112             -           546             -           5,348
   Affiliates                   165          928             -             -            46        (1,139)              -
                           ---------    ----------    ----------    ----------    ---------     ------------    --------------
      Total                  65,475       10,528         6,001         5,361         5,524        (8,745)         84,144

Depreciation                  3,105          340           590           110           350             -           4,495
Amortization                  1,111          117            77           257            59             -           1,621

Income(loss)from operations  14,078          102           (20)        1,281          (295)         (105)         15,041

Interest expense             (3,832)        (206)          (52)         (330)          (34)            -          (4,454)
Interest income                  17           20             2             -            2              -              41

Income tax expense            2,700           71            20           390            62           (54)          3,189

Capital expenditures          1,132          801           807            75           774             -           3,589
Long-lived assets            58,386        3,845         2,916         6,989         2,942       (23,877)         51,201
Identifiable assets          96,581       12,209        12,728         9,140         8,799       (38,090)        101,367
Net assets                   51,889        4,278           455         2,885        (2,290)      (13,264)         43,953

                                                                Year Ended May 31, 2001
                           ---------------------------------------------------------------------------------------------------
                             U.S.        Germany        Italy        Canada     Note 1 Other   Eliminations     Consolidated
Net reagent sales:
   Unaffiliated customers   $41,288       $7,636        $5,600        $5,367        $5,954             -         $65,845
   Affiliates                 6,835          291             -            85           139       $(7,350)              -
Net instrument sales:
   Unaffiliated customers     2,677          866             -             -            50             -           3,593
   Affiliates                   201           93             -             -            67          (361)              -
                           ---------    ----------    ----------    ----------    ---------     ------------    --------------
      Total                  51,001        8,886         5,600         5,452         6,210        (7,711)         69,438

Depreciation                  3,031          299           430            96           373             -           4,229
Amortization                  1,263          119            78           267           171             -           1,898
Loss on impairment of goodwill    -            -             -             -        (3,063)            -          (3,063)

(Loss)income from operations (2,528)         698           248         1,135        (4,812)        1,135          (4,124)

Interest expense             (3,163)        (172)          (44)         (278)          (90)            -          (3,747)
Interest income                  28           19             7             -             4             -              58

Income tax (benefit) expense   (536)         267           210           426           116           (18)            465

Capital expenditures          3,103          578           975           245           621             -           5,522
Long-lived assets            62,416        3,181         2,427         7,236         2,692       (24,421)         53,531
Identifiable assets          91,463        9,332        10,259         9,819         7,861       (32,921)         95,813
Net assets                   38,461        3,953            46         2,461        (2,013)      (13,065)         29,843

                                                                Year Ended May 31, 2000
                           ---------------------------------------------------------------------------------------------------
                             U.S.        Germany        Italy        Canada     Note 1 Other   Eliminations    Consolidated
Net reagent sales:
   Unaffiliated customers   $39,752       $8,605        $6,317        $5,029        $6,185             -         $65,888
   Affiliates                 6,569          330             -           262         2,626       $(9,787)              -
Net instrument sales:
   Unaffiliated customers     8,353          697           339           166         1,098             -          10,653
   Affiliates                   126          218             -             -            37          (381)              -
                           ---------    ----------    ----------    ----------    ---------     ------------    --------------
      Total                  54,800        9,850         6,656         5,457         9,946       (10,168)         76,541

Depreciation                  1,997          184           466            61           229             -           2,937
Amortization                  1,155          134           108           293           189             -           1,879

Income from operations        4,303          836           559         1,596           105           (40)          7,359

Interest expense             (2,354)         (32)          (26)         (345)         (154)            -          (2,911)
Interest income                   -            4            24             -             3             -              31

Income tax expense              640          470           147           580            78           (17)          1,898

Capital expenditures          1,994          122           811            53           438             -           3,418
Long-lived assets            64,597        3,340         2,415         7,551         4,826       (24,976)         57,753
Identifiable assets          94,406        7,526        10,386        10,052        12,683       (32,278)        102,775
Net assets                   43,965        4,482           802         2,284         2,730       (13,344)         40,919

Note 1:  Information  relating  to Spain,  Portugal,  France,  Belgium,  and the Netherlands is included in "Other".
</TABLE>
<PAGE>

     During the years ended May 31,  2002,  2001 and 2000,  the  Company's  U.S.
     operations made net export sales to unaffiliated customers of approximately
     $5,289,000, $5,782,000, and $6,712,000,  respectively. The Company's German
     operations made net export sales to  unaffiliated  customers of $2,301,000,
     $1,093,000 and $1,515,000 for the years ended May 31, 2002, 2001, and 2000,
     respectively.  The Company's  Canadian  operations made net export sales to
     unaffiliated  customers of  $2,102,000,  $2,361,000  and $2,224,000 for the
     years ending May 31, 2001, 2000, and 1999, respectively.

     Product sales to affiliates are valued at market prices.


14.  RETIREMENT PLAN

     The Company  maintains  a 401(k)  retirement  plan  covering  its  domestic
     employees  who meet  certain  age and  length of service  requirements,  as
     defined in the Plan  document.  The  Company  matches a portion of employee
     contributions  to the plan.  During the years ended May 31, 2002,  2001 and
     2000, the Company's  matching  contributions to the plan were approximately
     $180,000,  $284,000 and  $184,000,  respectively.  Vesting in the Company's
     matching contributions is based on years of continuous service.


15.      QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                      (In thousands, except per share amounts)
                                                                                                 Basic           Diluted
                           Net            Gross         Operating          Net              Earnings (Loss)  Earnings (Loss)
                          Sales          Margin       Income (Loss)   Income (Loss)            Per Share        Per Share
                      --------------- -------------- ---------------- ---------------      ---------------- -----------------

FISCAL 2002
<S>                       <C>            <C>             <C>               <C>        <C>           <C>              <C>
First Quarter             $18,640        $ 9,262         $  1,955          $  1,253   (1)           $0.17            $0.17
Second Quarter             20,918         11,825            3,748             2,231   (2)           $0.31            $0.30
Third Quarter              21,125         11,926            3,910             2,510                 $0.34            $0.32
Fourth Quarter             23,461         13,654            5,428             2,801                 $0.38            $0.34
                      --------------- -------------- ---------------- ---------------
                          $84,144        $46,667          $15,041          $  8,795                 $1.20            $1.15
                      =============== ============== ================ ===============


FISCAL 2001
First Quarter             $17,081        $ 8,513          $   577          $  (215)               $(0.03)          $(0.03)
Second Quarter             16,813          7,974              393             (612)               $(0.08)          $(0.08)
Third Quarter              16,861          7,036           (5,570)          (5,834)   (3)         $(0.80)          $(0.80)
Fourth Quarter             18,683          7,829              476           (1,388)               $(0.19)          $(0.19)
                      --------------- -------------- ---------------- ---------------
                          $69,438        $31,352          $(4,124)         $(8,049)               $(1.10)          $(1.10)
                      =============== ============== ================ ===============
</TABLE>


    (1) includes $1.8 million of income, net of $0.8 million of asset impairment
        costs from Becton, Dickinson arbitration settlement.
    (2) includes $0.4 million of income from disgorgement of short-swing trading
        profits by  the  Kairos Group.
    (3) includes a $1.3 million  charge for  implementation of the  cost savings
        plan and a $3.1 million charge for impairment  in value  of the goodwill
        related to the French and Belgian operations.



<PAGE>

16.  COMPREHENSIVE INCOME (LOSS)

     The components of comprehensive income (loss) for the periods ended May 31,
     2002, 2001 and 2000 are as follows:
<TABLE>
<CAPTION>

                                                     Balance         Activity         Activity        Activity        Balance
                                                   May 31, 1999       FY 2000          FY 2001         FY 2002      May 31, 2002
                                             --------------------- --------------- --------------- -------------- ----------------

<S>                                              <C>                <C>              <C>             <C>             <C>
Retained earnings/net income (loss)              $ 25,498,721       $ 2,812,020      $(8,049,113)    $ 8,794,910     $ 29,056,538
Net foreign currency translation                   (3,140,780)       (1,846,179)      (1,598,853)      1,263,026       (5,322,786)
Cumulative  effect of the adoption of SFAS
   No. 133 on June 1, 2001, net of taxes                   -                 -               -          (102,721)        (102,721)
Hedge loss reclassified to interest expense                -                 -               -            30,809           30,809
                                            ---------------------  --------------- --------------- --------------- ----------------
Comprehensive income (loss)                      $ 22,357,941       $   965,841      $(9,647,966)    $ 9,986,024     $ 23,661,840
                                            =====================  =============== =============== =============== ================
</TABLE>

     As a result of the  adoption  of SFAS No. 133 on June 1, 2001,  the Company
     recorded an income tax benefit of $26,220 in fiscal  2002.  This income tax
     benefit was  recognized,  netted  against  the  cumulative  effect,  in the
     accompanying  financial statements as a component of comprehensive  income.
     See Note 3. The remaining balance of cumulative unrecognized hedging losses
     is $71,912 and will be reclassified into earnings at approximately  $20,500
     per year until the expiration of the loan in December 2005.


17.  SUBSEQUENT EVENTS (unaudited)

     On July 24, 2002,  the Board of Directors  approved a 3-for-2  stock split,
     which will be effected in the form of a 50% stock dividend.  As of July 31,
     2002,  the Company had 8,162,393  shares of common stock  outstanding.  The
     stock split will increase the number of shares of common stock  outstanding
     to approximately  12,243,560  shares.  The expected date of distribution is
     September 13, 2002 to the  shareholders  of record at the close of business
     on August 26, 2002.  No  adjustments  have been  recorded in the  financial
     statements to reflect the impact of the split on share information

     In August 2002, Immucor placed an order,  amounting to $3.3 million, for 50
     additional ABS2000 to be delivered by February 2003.




<PAGE>



<TABLE>
<CAPTION>

IMMUCOR, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MAY 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------------------------------
                                         Balance at         Charged to                        Balance
                                          Beginning          Costs and       Deductions        at End
                                          of Period           Expense         (Note 1)        of Period
                                        ----------------------------------------------------------------
<S>                                        <C>                <C>            <C>             <C>
2002:
   Allowance for doubtful accounts         $1,244,488         $819,167       $(579,967)      $1,483,688
                                           ==========         ========       ==========      ==========

2001:
   Allowance for doubtful accounts         $1,164,582         $673,997       $(594,091)      $1,244,488
                                           ==========         ========       ==========      ==========

2000:
   Allowance for doubtful accounts           $804,470         $452,983        $(92,871)      $1,164,582
                                             ========         ========        =========      ==========
</TABLE>

Note 1: "Deductions"  for  the  "Allowance   for  doubtful  accounts"  represent
        accounts written  off  during  the  period  less  recoveries of accounts
        previously written off and exchange differences generated.


Item 9.--Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

         None.

                                    PART III

Item 10.--Directors and Executive Officers of the Registrant.

     The  information  contained  under  "Proposal  One - The  Election of Eight
Directors" and "Section 16(a) Beneficial Ownership Reporting  Compliance" in the
Company's  definitive  proxy  statement  related to its 2002  annual  meeting of
shareholders  which  the  Company  will file with the  Securities  and  Exchange
Commission  no  later  than  September  30,  2002,  is  incorporated  herein  by
reference.

Item 11.--Executive Compensation.

     The information  contained under "Executive  Compensation"  (except for the
Compensation  Committee  Report and Performance  Graph therein) in the Company's
definitive  proxy  statement  related to its 2002 annual meeting of shareholders
which the Company will file with the Securities and Exchange Commission no later
than September 30, 2002, is incorporated herein by reference.

Item 12.--Security Ownership of Certain Beneficial Owners and Management.

     The information  contained under "Security  Ownership of Certain Beneficial
Owners and Management" in the Company's  definitive  proxy statement  related to
its 2002 annual  meeting of  shareholders  which the Company  will file with the
Securities  and  Exchange  Commission  no later  than  September  30,  2002,  is
incorporated herein by reference.

Item 13.--Certain Relationships and Related Transactions.

     The  information   contained  under  "Certain   Relationships  and  Related
Transactions" in the Company's  definitive  proxy statement  related to its 2002
annual meeting of  shareholders  which the Company will file with the Securities
and Exchange Commission no later than September 30, 2002, is incorporated herein
by reference.



<PAGE>



                                     PART IV

Item 14.--Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)      Documents filed as part of this report:

          1.   Consolidated Financial Statements

          The Consolidated  Financial  Statements,  Notes thereto, and Report of
          Independent  Auditors  thereon are included in Part II, Item 8 of this
          report.

          2.   Consolidated  Financial  Statement  Schedule included in Part II,
               Item 8 of this report

          Schedule II -- Valuation and Qualifying Accounts

          Other  financial  statement  schedules  are  omitted  as they  are not
          required or not applicable.

          3.   Exhibits

          3.1  Amended and Restated  Articles of Incorporation  (incorporated by
               reference to Exhibit 3.1 to Immucor,  Inc.'s  quarterly report on
               Form 10-Q filed on January 16, 2001).

          3.2  Amended and Restated  Bylaws (amended and restated as of February
               12, 2002)  (incorporated  by reference to Exhibit 3.2 to Immucor,
               Inc.'s  quarterly report on Form 10-Q filed on April 11, 2002).

          4.1  Amended and Restated  Shareholder  Rights  Agreement  dated as of
               November  20, 2001 between  Immucor,  Inc.  and  EquiServe  Trust
               Company,  N.A. as Rights  Agent  (incorporated  by  reference  to
               Exhibit  4.1 to  Immucor,  Inc.'s  quarterly  report on Form 10-Q
               filed on January 14, 2002).

          10.1 Standard  Industrial  Lease,  dated July 21,  1982,  between  the
               Company and Colony  Center,  Ltd.  (incorporated  by reference to
               Exhibit 10.2 to Immucor,  Inc.'s  Annual  Report on Form 10-K for
               the fiscal year ended May 31, 1985).

        10.1-1 Lease   Amendment  dated June 28, 1989,   between the Company and
               Colony Center, Ltd.  (incorporated by reference to Exhibit 10.1-1
               to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year
               ended May 31, 1989).

        10.1-2 Lease Amendment  dated November 8, 1991,  between the Company and
               Colony Center, Ltd.  (incorporated by reference to Exhibit 10.1-1
               to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year
               ended May 31, 1992).

        10.1-3 Lease   Agreement,  dated  February 2, 1996,  between the Company
               and Connecticut  General Life Insurance Company  (incorporated by
               reference to Exhibit  10.1-3 to Immucor,  Inc.'s Annual Report on
               Form 10-K for the fiscal year ended May 31, 1996).

        10.1-4 Lease Amendment,  dated  March 8, 1998,   between the Company and
               Connecticut  General  Life  Insurance  Company  (incorporated  by
               reference to Exhibit  10.1-4 to Immucor,  Inc.'s Annual Report on
               Form 10-K for the fiscal year ended May 31, 1998).

        10.1-5 Lease Amendment,  dated August 11, 1999,  between the Company and
               Connecticut  General  Life  Insurance  Company  (incorporated  by
               reference to Exhibit  10.1-5 to Immucor,  Inc.'s Annual Report on
               Form 10-K for the fiscal year ended May 31, 1999).

        10.2   Agreement,  dated  March 11,  1983,  between  the Company and The
               Kansas  City  Group,   as  amended   through   January  21,  1985
               (incorporated  by  reference  to  Exhibit  10.2  to  Registration
               Statement No. 33-16275 on Form S-1).

        10.3   Agreement  dated  August 27,  1987,  between  the Company and the
               Kansas  City  Group  amending   Exhibit  10.2   (incorporated  by
               reference to Exhibit  10.3 to Immucor,  Inc.'s  Annual  Report on
               Form 10-K for the fiscal year ended May 31, 1989).

        10.4   United   States   Department   of  Health   and  Human   Services
               Establishment   License   dated   December  28,  1982,   for  the
               manufacture of biological products  (incorporated by reference to
               Exhibit 10.12 to Registration Statement No. 33-966 on Form S-1).
<PAGE>

        10.5   United  States  Department of Health and Human  Services  Product
               License dated December 28, 1982, for the  manufacture and sale of
               reagent red blood cells  (incorporated  by  reference  to Exhibit
               10.13 to Registration Statement No. 33-966 on Form S-1).

        10.6   United  States  Department of Health and Human  Services  Product
               License dated May 20, 1983, for the manufacture and sale of blood
               grouping  sera  (incorporated  by reference  to Exhibit  10.14 to
               Registration Statement No. 33-966 on Form S-1).

        10.7   United  States  Department of Health and Human  Services  Product
               License date November 18, 1983, for the  manufacture  and sale of
               anti-human  serum  (incorporated by reference to Exhibit 10.15 to
               Registration Statement No. 33-966 on Form S-1).

        10.8*  Employment  Agreement dated October 13, 1998, between the Company
               and Edward L. Gallup  (incorporated  by reference to Exhibit 10.8
               to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year
               ended May 31, 1999).

        10.9*  Employment  Agreement dated October 13, 1998, between the Company
               and Ralph A. Eatz  (incorporated  by reference to Exhibit 10.9 to
               Immucor,  Inc.'s  Annual  Report on Form 10-K for the fiscal year
               ended May 31, 1999).

        10.10* Agreement  dated   December 31, 1993,   between  Immucor  Italia,
               S.r.l. and Dr.  Gioacchino De Chirico  (incorporated by reference
               to Exhibit  10.12 to Immucor,  Inc.'s  Annual Report on Form 10-K
               for the fiscal year ended May 31, 1995).

        10.11* Agreement  dated  December  31, 1993,   between  Immucor  Italia,
               S.r.l. and Dr.  Gioacchino De Chirico  (incorporated by reference
               to Exhibit  10.13 to Immucor,  Inc.'s  Annual Report on Form 10-K
               for the fiscal year ended May 31, 1995).

        10.12* Severance   Agreement  dated October 13, 1998,   between  Immucor
               Inc. and Dr. Gioacchino De Chirico  (incorporated by reference to
               Exhibit  10.13 to Immucor,  Inc.'s Annual Report on Form 10-K for
               the fiscal year ended May 31, 1999).

        10.13* 1998  Stock   Option  Plan,   including  form   of  Stock  Option
               Agreement used thereunder  (incorporated  by reference to Exhibit
               4.4 to Immucor's  Registration  Statement on Form S-8 as filed on
               June 14, 2002).

        10.14* 1995   Stock   Option  Plan,   including  form  of  Stock  Option
               Agreement used thereunder  (incorporated  by reference to Exhibit
               10.14 to  Immucor,  Inc.'s  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1995).

        10.15* 1990   Stock   Option  Plan,   including  form  of  Stock  Option
               Agreement used thereunder  (incorporated  by reference to Exhibit
               10.15 to  Immucor,  Inc.'s  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1995).

        10.16* Description  of   1983   Stock  Option   Plan   (incorporated  by
               reference to Exhibit  10.10 to Immucor,  Inc.'s  Annual Report on
               Form 10-K for the fiscal year ending May 31, 1985).

        10.17* 1986  Incentive   Stock  Option   Plan,  amended  July 29,  1987,
               including  form  of  Stock  Option   Agreement  used   thereunder
               (incorporated  by  reference  to  Exhibit  10.9  to  Registration
               Statement No. 33-16275 on Form S-1).

        10.18* Employment  Agreement   dated   October  13,  1998,   between the
               Company  and  Steven C.  Ramsey  (incorporated  by  reference  to
               Exhibit  10.20 to Immucor,  Inc.'s Annual Report on Form 10-K for
               the fiscal year ended May 31, 1999).

        10.19* Employment   Agreement  dated   October  13,   1998,  between the
               Company and Patrick Waddy  (incorporated  by reference to Exhibit
               10.22 to  Immucor,  Inc.'s  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1999).

        10.20  Loan  Agreement  among  Immucor,   Inc.,   Dominion   Biologicals
               Limited, and Immucor Medizinische  Diagnostik GmbH, as borrowers,
               and Wachovia Bank, National  Association,  as lender, dated as of
               February 23, 2001  (incorporated by reference to Exhibit 10.23 to
               Immucor,  Inc.'s  quarterly  report on Form 10-Q filed  April 23,
               2001).
<PAGE>

        10.21  Loan  Modification  No. 1 dated as of September  11, 2001 between
               Immucor, Inc., Dominion Biologicals Limited, Immucor Medizinische
               Diagnostik   GmbH  and  Wachovia   Bank,   National   Association
               (incorporated  by reference to Exhibit  10.21 to Immucor,  Inc.'s
               quarterly report on Form 10-Q filed January 14, 2002).

        10.22* Form of  indemnification   agreement   between  the  Company  and
               certain directors  (incorporated by reference to Exhibit 10.22 to
               Immucor,  Inc.'s  quarterly report on Form 10-Q filed January 14,
               2002).

        10.23  Loan  Modification  No.  2 dated  as of  July  18,  2002  between
               Immucor, Inc., Dominion Biologicals Limited, Immucor Medizinische
               Diagnostik GmbH and Wachovia Bank, National Association.

        21     Subsidiaries of the Registrant.

        23.1   Consent of Ernst & Young LLP.

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

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

*Denotes a management contract or compensatory plan or arrangement.

(b) No current  reports on Form 8-K were filed during the quarter  ended May 31,
2002.

(c) See Exhibits listed under Item 14(a)(3).

(d) Not applicable. See Item 14(a)(2).


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

By:      /s/ EDWARD L. GALLUP
         --------------------------------------------------------------
         Edward L. Gallup, Chairman of the Board of Directors,
         President and Chief Executive Officer
         August 29, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

/s/ EDWARD L. GALLUP
-----------------------------------------------------------------------
Edward L. Gallup, Director, Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
August 29, 2002

/s/ STEVEN C. RAMSEY
-----------------------------------------------------------------------
Steven C. Ramsey, Vice President - Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
August 29, 2002

/s/RALPH A. EATZ
-----------------------------------------------------------------------
Ralph A. Eatz, Director, Senior Vice President - Operations
August 29, 2002

/s/ PATRICK WADDY
-----------------------------------------------------------------------
Patrick Waddy, European Finance Director and President of Dominion
Biologicals Limited
August 29, 2002

/s/DANIEL T. MCKEITHAN
-----------------------------------------------------------------------
Daniel T. McKeithan, Director
August 29, 2002

/s/ROSWELL S. BOWERS
-----------------------------------------------------------------------
Roswell S. Bowers, Director
August 29, 2002

/s/ DIDIER L. LANSON
-----------------------------------------------------------------------
Didier L. Lanson, Director
August 29, 2002

/s/ DR. GIOACCHINO DE CHIRICO
-----------------------------------------------------------------------
Dr. Gioacchino De Chirico, Director, Director of European Operations and
President of Immucor Italia S.r.l.
August 29, 2002

/s/ MARK KISHEL
-----------------------------------------------------------------------
Mark Kishel, M.D., Director
August 29, 2002

/s/JOSEPH E. ROSEN
-----------------------------------------------------------------------
Joseph E. Rosen, Director
August 29, 2002


<PAGE>


EXHIBIT INDEX


Number                                      Description

         3.1   Amended and Restated  Articles of Incorporation  (incorporated by
               reference to Exhibit 3.1 to Immucor,  Inc.'s  quarterly report on
               Form 10-Q filed on January 16, 2001).

         3.2   Amended and Restated  Bylaws (amended and restated as of February
               12, 2002)  (incorporated  by reference to Exhibit 3.2 to Immucor,
               Inc.'s quarterly report on Form 10-Q filed on April 11, 2002).

         4.1   Amended and Restated  Shareholder  Rights  Agreement  dated as of
               November  20, 2001 between  Immucor,  Inc.  and  EquiServe  Trust
               Company,  N.A. as Rights  Agent  (incorporated  by  reference  to
               Exhibit  4.1 to  Immucor,  Inc.'s  quarterly  report on Form 10-Q
               filed on January 14, 2002).

        10.1   Standard  Industrial  Lease,  dated July 21,  1982,  between  the
               Company and Colony  Center,  Ltd.  (incorporated  by reference to
               Exhibit 10.2 to Immucor,  Inc.'s  Annual  Report on Form 10-K for
               the fiscal year ended May 31, 1985).

        10.1-1 Lease   Amendment  dated  June 28, 1989,  between the Company and
               Colony Center, Ltd.  (incorporated by reference to Exhibit 10.1-1
               to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year
               ended May 31, 1989).

        10.1-2 Lease Amendment  dated  November 8, 1991, between the Company and
               Colony Center, Ltd.  (incorporated by reference to Exhibit 10.1-1
               to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year
               ended May 31, 1992).

        10.1-3 Lease  Agreement,  dated  February 2, 1996,  between  the Company
               and Connecticut  General Life Insurance Company  (incorporated by
               reference to Exhibit  10.1-3 to Immucor,  Inc.'s Annual Report on
               Form 10-K for the fiscal year ended May 31, 1996).

        10.1-4 Lease Amendment,  dated March 8, 1998,   between  the Company and
               Connecticut  General  Life  Insurance  Company  (incorporated  by
               reference to Exhibit  10.1-4 to Immucor,  Inc.'s Annual Report on
               Form 10-K for the fiscal year ended May 31, 1998).

        10.1-5 Lease  Amendment, dated  August 11, 1999, between the Company and
               Connecticut  General  Life  Insurance  Company  (incorporated  by
               reference to Exhibit  10.1-5 to Immucor,  Inc.'s Annual Report on
               Form 10-K for the fiscal year ended May 31, 1999).

        10.2   Agreement,  dated  March 11,  1983,  between  the Company and The
               Kansas  City  Group,   as  amended   through   January  21,  1985
               (incorporated  by  reference  to  Exhibit  10.2  to  Registration
               Statement No. 33-16275 on Form S-1).

        10.3   Agreement  dated  August 27,  1987,  between  the Company and the
               Kansas  City  Group  amending   Exhibit  10.2   (incorporated  by
               reference to Exhibit  10.3 to Immucor,  Inc.'s  Annual  Report on
               Form 10-K for the fiscal year ended May 31, 1989).

        10.4   United   States   Department   of  Health   and  Human   Services
               Establishment   License   dated   December  28,  1982,   for  the
               manufacture of biological products  (incorporated by reference to
               Exhibit 10.12 to Registration Statement No. 33-966 on Form S-1).

        10.5   United  States  Department of Health and Human  Services  Product
               License dated December 28, 1982, for the  manufacture and sale of
               reagent red blood cells  (incorporated  by  reference  to Exhibit
               10.13 to Registration Statement No. 33-966 on Form S-1).

        10.6   United  States  Department of Health and Human  Services  Product
               License dated May 20, 1983, for the manufacture and sale of blood
               grouping  sera  (incorporated  by reference  to Exhibit  10.14 to
               Registration Statement No. 33-966 on Form S-1).
<PAGE>

         10.7  United  States  Department of Health and Human  Services  Product
               License date November 18, 1983, for the  manufacture  and sale of
               anti-human  serum  (incorporated by reference to Exhibit 10.15 to
               Registration Statement No. 33-966 on Form S-1).

        10.8*  Employment  Agreement dated October 13, 1998, between the Company
               and Edward L. Gallup  (incorporated  by reference to Exhibit 10.8
               to Immucor, Inc.'s Annual Report on Form 10-K for the fiscal year
               ended May 31, 1999).

        10.9*  Employment  Agreement dated October 13, 1998, between the Company
               and Ralph A. Eatz  (incorporated  by reference to Exhibit 10.9 to
               Immucor,  Inc.'s  Annual  Report on Form 10-K for the fiscal year
               ended May 31, 1999).

        10.10* Agreement   dated  December 31, 1993,   between  Immucor  Italia,
               S.r.l. and Dr.  Gioacchino De Chirico  (incorporated by reference
               to Exhibit  10.12 to Immucor,  Inc.'s  Annual Report on Form 10-K
               for the fiscal year ended May 31, 1995).

        10.11* Agreement   dated   December 31, 1993,  between  Immucor  Italia,
               S.r.l. and Dr.  Gioacchino De Chirico  (incorporated by reference
               to Exhibit  10.13 to Immucor,  Inc.'s  Annual Report on Form 10-K
               for the fiscal year ended May 31, 1995).

        10.12* Severance   Agreement   dated October 13, 1998,  between  Immucor
               Inc. and Dr. Gioacchino De Chirico  (incorporated by reference to
               Exhibit  10.13 to Immucor,  Inc.'s Annual Report on Form 10-K for
               the fiscal year ended May 31, 1999).

        10.13* 1998  Stock  Option  Plan,   including   form   of  Stock  Option
               Agreement used thereunder  (incorporated  by reference to Exhibit
               4.4 to Immucor's  Registration  Statement on Form S-8 as filed on
               June 14, 2002).

        10.14* 1995  Stock   Option  Plan,   including   form  of  Stock  Option
               Agreement used thereunder  (incorporated  by reference to Exhibit
               10.14 to  Immucor,  Inc.'s  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1995).

        10.15* 1990   Stock   Option  Plan,  including   form  of  Stock  Option
               Agreement used thereunder  (incorporated  by reference to Exhibit
               10.15 to  Immucor,  Inc.'s  Annual  Report  on Form  10-K for the
               fiscal year ended May 31,  1995).  . 10.16*  Description  of 1983
               Stock Option Plan  (incorporated by reference to Exhibit 10.10 to
               Immucor,  Inc.'s  Annual  Report on Form 10-K for the fiscal year
               ending May 31, 1985).

        10.17* 1986   Incentive  Stock   Option  Plan,  amended  July 29,  1987,
               including  form  of  Stock  Option   Agreement  used   thereunder
               (incorporated  by  reference  to  Exhibit  10.9  to  Registration
               Statement No. 33-16275 on Form S-1).

        10.18* Employment   Agreement   dated   October  13,  1998,  between the
               Company  and  Steven C.  Ramsey  (incorporated  by  reference  to
               Exhibit  10.20 to Immucor,  Inc.'s Annual Report on Form 10-K for
               the fiscal year ended May 31, 1999).

        10.19* Employment   Agreement   dated   October  13,  1998,  between the
               Company and Patrick Waddy  (incorporated  by reference to Exhibit
               10.22 to  Immucor,  Inc.'s  Annual  Report  on Form  10-K for the
               fiscal year ended May 31, 1999).

        10.20  Loan  Agreement  among  Immucor,   Inc.,   Dominion   Biologicals
               Limited, and Immucor Medizinische  Diagnostik GmbH, as borrowers,
               and Wachovia Bank, National  Association,  as lender, dated as of
               February 23, 2001  (incorporated by reference to Exhibit 10.23 to
               Immucor,  Inc.'s  quarterly  report on Form 10-Q filed  April 23,
               2001).

        10.21  Loan  Modification  No. 1 dated as of September  11, 2001 between
               Immucor, Inc., Dominion Biologicals Limited, Immucor Medizinische
               Diagnostik   GmbH  and  Wachovia   Bank,   National   Association
               (incorporated  by reference to Exhibit  10.21 to Immucor,  Inc.'s
               quarterly report on Form 10-Q filed January 14, 2002).
<PAGE>

        10.22* Form of   indemnification   agreement  between  the  Company  and
               certain directors  (incorporated by reference to Exhibit 10.22 to
               Immucor,  Inc.'s  quarterly report on Form 10-Q filed January 14,
               2002).

        10.23  Loan  Modification  No.  2 dated  as of  July  18,  2002  between
               Immucor, Inc., Dominion Biologicals Limited, Immucor Medizinische
               Diagnostik GmbH and Wachovia Bank, National Association.

        21     Subsidiaries of the Registrant.

        23.1   Consent of Ernst & Young LLP.

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

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

*Denotes a management contract or compensatory plan or arrangement.