FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       X               THE SECURITIES EXCHANGE ACT OF 1934
      ---

                      For the fiscal year ended May 31, 2001

                                       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            (I.R.S. Employer Identification No.)
 incorporation or organization)

    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. [    X   ]

     As of July 31, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $23,690,578.

     As  of  July  31,  2001,  there  were  7,277,617  shares  of  common  stock
outstanding.



<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.

     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., and to strengthen  Immucor's direct presence in Europe and
Canada.  The Company executed its plans through a series of acquisitions,  which
are listed below:

     Acquisition  of Canadian  Distribution Rights.  On  September  1, 1998, the
Company  acquired the Canadian  distribution  rights for the Company's  complete
line of reagents from its Canadian  distributor for a total transaction value of
approximately $2.1 million. Immucor's wholly owned Canadian subsidiary, Dominion
Biologicals,  Ltd.  ("Dominion"),  took over distribution of the entire range of
products.  Dominion  is  currently  the leader in the  market  for  conventional
reagents in Canada.

     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 (see Note 3 to the Consolidated
Financial  Statements).  Located  in  Houston,  Texas,  Gamma  manufactures  and
distributes  a wide variety of in-vitro  diagnostic  reagents to blood  donation
centers, transfusion departments of hospitals, medical laboratories and research
institutions  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).

     At the time of  acquisition,  Gamma  Biologicals was a party to an existing
legal proceeding.  On May 12, 1998, Gamma Biologicals received notification that
a claim of patent  infringement  had been  filed on that  date in U.S.  District
Court,  Southern District of Florida,  Miami Division,  by Micro Typing Systems,
Inc. and Stiftung fur Diagnostiche Forschung (the Foundation).  Subsequently, in
February 1999 the Company received notification that a second claim was filed in
the U.S. District Court for the Northern  District of Georgia,  against Immucor,
Inc. and Gamma Biologicals for patent infringement on the first patent described
above and a second patent recently granted to the Foundation.  The claim alleged
that the recently  introduced  Gamma ReACT Test System infringed U.S. patent No.
5,512,432  granted  to the  Foundation  on April 30,  1996 and U.S.  patent  No.
5,863,802 granted to the Foundation on January 26, 1999. The plaintiffs sought a
preliminary and permanent  injunction against the continued alleged infringement
by Gamma Biologicals and Immucor, and an award of treble damages,  with interest
and costs and  reasonable  attorney's  fees. On September 5, 2000 a third patent
was issued to the Foundation.  The plaintiffs had asserted  infringement of this
patent and sought to add this patent to the lawsuit.  The  Company,  in light of
this new patent,  evaluated  its position and  negotiated a settlement  with the
Foundation.  Effective February 28, 2001 the Company no longer markets the ReACT
Test System and its related  reagents.  The automated filling machine was turned
over to the Foundation and all related  instruments and manufacturing  materials
have been destroyed.  The ReACT product line  represented  $1.3 million in sales
and $0.79 million in gross profit for the fiscal year ended May 31, 2001.

     Acquisition of French and Belgian  Distributor's Rights. On March 15, 1999,
the Company acquired its former distributors in France (Immunochim s.a.r.l.) and
Belgium (Medichim S.A.), for a combination of cash, Immucor stock options and an
incentive earn out, representing a total transaction value of approximately $1.8
million.  The Company's  direct  presence will allow it to take advantage of the
large  potential for blood bank automation  installations  in the French market,
which the Company believes is the second largest market in Europe.

     Acquisition of the BCA blood bank division assets of Biopool International,
Inc.  On April 30, 1999 the Company  purchased  certain  assets of the BCA blood
bank division of Biopool  International,  Inc. for  approximately  $4.5 million.
This acquisition  added three  well-accepted  products to the Company's  reagent
portfolio.
<PAGE>

     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.

     Since 1992 the Company has worked with the medical instrument  manufacturer
Bio-Tek Instruments,  Inc., a wholly owned subsidiary of Lionheart Technologies,
Inc.,  to develop an  automated,  "walk-away",  blood bank  analyzer  called the
ABS2000, using Immucor's proprietary  Capture(R) technology.  In March 1996, the
Company filed a 510(k)  application  with the U.S. Food and Drug  Administration
(the "FDA") for market  clearance.  On July 6, 1998, the Company  announced that
the FDA cleared the ABS2000 for marketing in the U.S. The instrument is designed
for patient testing in hospital transfusion  laboratories and is the first blood
bank system that fully automates blood  compatibility  tests currently performed
manually by blood bank technologists.  The Company introduced the ABS2000 in the
U.S.  market  during the second  quarter of fiscal  1999.  See also,  Business -
Products Under Development.

     During the quarter ended August 31, 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  believes
it has 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, the Company's corrective action plan for blood grouping
was  accepted  by the FDA. 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 has completed  these tasks
and has submitted  data to the FDA for expedited  review.  Upon clearance by the
FDA,  the  safety  alert  for  group  and  type  assays  will be  lifted.  These
performance  issues  may  result  in  further  delays  in  customers   accepting
instruments,  and continue to affect sales of reagents used in the  instruments,
and both of these factors will  adversely  impact sales and  earnings.  See Item
7--Management's Discussion and Analysis--Results of Operations. In addition, the
Company has  received  requests  for refunds on  instruments  already  placed in
service and requests for financial  concessions  attributable to  inconveniences
associated with these  performance  issues. As of May 31, 2001, $0.76 million in
credits  have been issued for  instruments  and the Company has an  allowance of
$0.13 million  remaining for potential future returns of instruments.  A private
label leasing company that finances  customer  purchases of ABS2000  instruments
has  advised  the  Company  that it is not  willing  to  provide  financing  for
additional   purchases  of  this  instrument   while  it  is  under  the  safety
notification. The Company expects that once the leasing company satisfies itself
that  the  performance  issues  related  to  the  ABS2000  are  resolved  to the
satisfaction  of the FDA,  they will resume  offering  financing  to  instrument
customers.  Instrument sales revenues declined from $10.4 million in fiscal 2000
to $3.5 million due primarily to this safety alert.

     In March 1998, Immucor signed an exclusive  distribution agreement with IBG
Systems  Limited  ("IBG")  headquartered  in England whereby Immucor assumed the
sale,  marketing  and service of all  current  and future IBG  products in North
America.  IBG presently has the only semi-automated  microtitration plate reader
available for sale in the U.S., which  interprets  Immucor's  proprietary  solid
phase Capture(R)  assays.  With this agreement,  Immucor also obtained the North
American  distribution  rights for blood bank  applications  of the ROSYS  Plato
system  manufactured  by ROSYS  Anthos Ag of  Switzerland.  The system  provides
medium sized donor  centers and large  hospital  transfusion  laboratories  with
automated  liquid and sample handling for processing  microtitration  plates and
also uses  Immucor's  proprietary  solid phase  Capture(R)  assays.  The Company
introduced  the system in the U.S. and European  markets  during fiscal 1999. In
July 1999 the Company purchased the exclusive  distribution  rights of the ROSYS
Plato from IBG for approximately  $250,000 in cash. The Company has entered into
a distribution  agreement  directly with ROSYS Anthos Ag for the distribution of
the ROSYS Plato (marketed as ABS Precis in Europe) in North America and Europe.

     In 1998,  the Company  began  marketing  an automated  medical  instrument,
previously referred to as the ABSHV, utilizing DYNEX Technologies, Inc.'s 510(k)
clearance  for its product  called the DIAS PLUS.  The  instrument,  marketed as
ABSHV in Europe,  provides  large blood donor  centers  and  clinical  reference
laboratories  automated batch processing and positive sample  identification  of
routine blood donor tests, and uses the Company's solid phase Capture(R) assays.

     On  September  1,  1999,  the  Company  entered  into a  manufacturing  and
development  agreement with Stratec  Biomedical AG ("Stratec") with headquarters
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

<PAGE>

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.

     European results for fiscal 2001 were adversely affected by the interrupted
supply of IMAGN 2000 reagents produced by Becton,  Dickinson and Company.  These
products  were on a  backorder  status for the  majority of this fiscal year and
caused sales to decline by approximately $1.0 million. On December 28, 2000, the
Company  initiated  arbitration  against Becton,  Dickinson and Company with the
American Arbitration Association. The Company's claims against Becton, Dickinson
and Company relate to a Distributor  Agreement between the Company and Biometric
Imaging,  Inc.,  and  Becton,  Dickinson  and  Company  became  a party  to this
agreement when they acquired Biometric Imaging, Inc. in 1999. The Company sought
specific  performance  by  Becton,  Dickinson  and  Company  of the  Distributor
Agreement or, in the alternative, compensatory and punitive damages. 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 made on June 11, 2001 with
the second  installment  of $0.6  million  payable not later than April 1, 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 patient's 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  $320  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 $425 million while decreasing the overall
cost of blood  testing by reducing  the labor  component by  approximately  $400
million.


<PAGE>



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. 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 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 $18,000 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 and
the  DIAS  PLUS  automated  analyzers,  all  of  which  operate  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.


<PAGE>



     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.
<TABLE>
<CAPTION>
Product Group                Principal Use
<S>                          <C>
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.

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 profici-
 Systems                     ency 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
 (Human)                     after  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          Diagnosis of  certain  infectious  diseases  by the
                             methods  of  ELISA,  Immunofluorescence  and  Latex
                             Slide Tests.

Clinical Chemistry           Blood analysis and pathological testing.




<PAGE>


Product Group                         Principal Use   (continued)

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.
</TABLE>

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(R)-S products.

     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 current  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.
<PAGE>

     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.

     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 premarket  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, 2001,  2000 and 1999,  the Company
spent  $1,893,600,  $2,002,600 and  $1,293,600,  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 nine-year period ending May 31, 2001
the Company has invested  $6.6 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 is currently under
review by the FDA. 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  believes it has
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 has completed  these tasks
and has submitted  data to the FDA for expedited  review.  Upon clearance by the
FDA,  the  safety  alert for group and type  assays  will be  lifted.  We cannot
predict how long it will take to resolve  these  issues with the FDA.  See also,
Management's Discussion and Analysis--Liquidity and Capital Resources.
<PAGE>

     On  September  1,  1999,  the  Company  entered  into a  manufacturing  and
development  agreement with Stratec  Biomedical AG ("Stratec") with headquarters
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.  Planned capital  expenditures for fiscal 2002 include  approximately
$1,173,000 for final stage  development  and  introduction  of the Galileo fully
automated  analyzer.  The Company  expects to launch the Galileo in the European
market late in calendar 2001.

     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
5% of the Company's  current annual sales volume.  The Company believes there is
little  seasonality  to its sales  activity and there is no material  backlog of
orders.

     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 114 sales,  marketing and support  personnel  employed by the Company in
the U.S., Canada,  Germany,  Portugal,  Italy,  Spain,  France, and Belgium.  In
addition,  the Company  utilizes 16 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, 2001, 2000 and
1999, the Company had foreign net sales,  including net domestic export sales to
unaffiliated customers, of approximately $31,255,000,  $35,147,000, $30,241,000,
respectively.  These sales accounted for approximately  45%, 46%, and 51% of the
Company's  total net sales for the  respective  fiscal  years.  During the years
ended May 31, 2001, 2000 and 1999, the Company's U.S. operations made net export
sales to unaffiliated  customers of approximately  $5,782,000,  $6,712,000,  and
$5,558,000, respectively. Most of the Company's foreign sales occurred in Europe
and Canada  where the  Company  maintains  subsidiaries.  The  Company's  German
operation  made  net  export  sales to  unaffiliated  customers  of  $1,093,000,
$1,515,000  and  $1,309,000  for the years ended May 31, 2001,  2000,  and 1999,
respectively.  The  Company's  Canadian  operation  made  net  export  sales  to
unaffiliated  customers of  $2,361,000,  $2,224,000 and $2,542,000 for the years

<PAGE>

ending  May 31,  2001,  2000,  and 1999,  respectively.  The  Company's  Italian
operation made sales in Italy of $5,600,000,  $6,656,000, and $6,804,000 for the
years ending May 31, 2001, 2000, and 1999, respectively. Please refer to Note 14
to our audited 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 two-year period ending
May 31, 2001 sales declined $4.8 million due to the exchange  fluctuation of the
Euro.

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, and ROSYS Anthos AG for the
ROSYS  Plato (see Note 13 to the  Consolidated  Financial  Statements),  and the
joint manufacturer of some of the Company's monoclonal  antibody-based products.
The Company believes that its business relationship with 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.

     On March 9, 2000,  Dominion  Biologicals Limited received a letter from the
FDA detailing  deficiencies  found in the most recent  inspection  and providing
notice  that  unless  the  company  demonstrated  or  achieved  compliance  with
applicable  regulations  the FDA would begin action to revoke the  Establishment
License.  In reviewing the cost of bringing the facility to current standard and
in view  that the  licensed  product  generated  less  than  $200,000  in annual
revenues  the  Company,  on March 20,  2000,  voluntarily  surrendered  its U.S.
Government  Establishment  License No. 1151  granted by the FDA in May 1992.  On
June 20, 2000, the FDA revoked said license.

     On April 13, 2000, Gamma  Biologicals,  Inc. received a letter from the FDA
detailing  deficiencies found in the most recent inspection and providing notice
that unless the company  demonstrated  or achieved  compliance  with  applicable
regulations the FDA would begin action to revoke the Establishment  License. The
Company  responded to the FDA on May 15, 2000, with a detailed plan to bring the
Houston facility to current standard.  The FDA advised the Company,  on July 14,
2000 that its proposed  corrective action plan was  satisfactory.  During fiscal
2001,  the  Company  funded  approximately   $500,000  of  capital  improvements
necessary to meet FDA quality requirements and expand  manufacturing  operations
at its Houston  facility.  As a  follow-up  the FDA  performed  a  non-voluntary
inspection beginning December 27, 2000, and reported only minor observations for
management consideration.

     Immucor,  Inc.  received  a warning  letter  dated May 3,  2000,  detailing
deficiencies  found  during the  January  10-25,  2000,  FDA  inspection  of the
Norcross  facility.  The  Company  responded  to the FDA on May 19,  2000 with a
detailed plan to bring the facility into compliance. The FDA advised the Company
on July 14, 2000, that its proposed corrective action plan was satisfactory. The
FDA  performed  a  non-voluntary  inspection  beginning  October 24,  2000,  and
reported several  observations.  Management responded with corrective actions to
be taken to the FDA observations.


<PAGE>

     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.

     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, 2001,  2000 and 1999 the Company paid royalties of  approximately  $435,200,
$409,300,  and $411,100 under this  agreement.  See Note 12 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".

Competition

     Competition  is based on quality  of  product,  price,  the 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.

     Additional European  competitors for blood bank products include Biotest, a
German company;  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 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,  2001,  the  Company  and its  subsidiaries  had a total of 419
employees.

     At July 31, 2001,  the Company had 274 full time  employees in the U.S., of
whom 40 were in sales and  marketing,  200 were in  manufacturing,  research and
distribution, and 34 were in administration.

     At July 31, 2001, in Germany,  Portugal,  Italy, Spain, Canada, France, and
Belgium, the Company had 145 full-time  employees,  of whom 74 were in sales and
marketing,  41 were in research,  distribution and administration and 30 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.

Item 2.--Properties.

     The Company leases approximately 81,000 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, 2001 were  $536,000.
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, 2001 totaled $165,000. The term of the
lease in Germany is through  April  2009.  In Italy rent  expense for the fiscal
year ended May 31, 2001 totaled  $51,000 for 650 square meters.  The Company has
five separate  lease  agreements  for the facility in Italy with terms  expiring
between May 2002 and October  2006. In Portugal,  the Company  leases 120 square
meters of office  space and rent  expense for the fiscal year ended May 31, 2001
was $14,300.  In Spain, the Company leases 165 square meters of office space and
rent  expense  for the  fiscal  year  ended  May 31,  2001 was  $67,000.  In the
Netherlands,  the Company leased 232 square meters of office and warehouse space
near  Amsterdam.  Rent  expense for the fiscal  year ended May 31, 2001  totaled
$30,300.  The Netherlands  facility was officially closed as of May 31, 2001. In
France, the Company leases 60 square meters and the term of the lease is through
October  2007.  Rent  expense  for the fiscal  year ended May 31,  2001  totaled
$13,000.  In Belgium,  the  Company  owns land and a 575 square  meter  building
subject to a first lien mortgage. In Canada, the Company owns the facility.  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.   These  prices  represent  inter-dealer  quotations  without  retail
markups, markdowns or commissions and may not represent actual transactions.
<TABLE>
<CAPTION>
                                           High                  Low
                                      ----------------     ----------------
<S>                                         <C>                  <C>
Period June 1 through July 31, 2001         $ 4.800              $ 2.480


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


Fiscal Year Ended May 31, 2000
First Quarter                               $18.875              $11.500
Second Quarter                               16.875               11.000
Third Quarter                                15.313               11.250
Fourth Quarter                               15.000                7.500

</TABLE>

     As of July 31,  2001,  there were 366  holders  of record of the  Company's
Common Stock. The last reported sales price of the Common Stock on such date was
$3.470.

     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.


<PAGE>


Item 6.--Consolidated Selected Financial Data.
<TABLE>
                             (All amounts are in thousands, except per share amounts)
<CAPTION>
                                                                           Year Ended May 31,
                                             ---------------------------------------------------------------------------------
                                                  2001            2000           1999 (2)           1998          1997 (1)
<S>                                               <C>              <C>              <C>             <C>              <C>
Net sales                                         $69,438          $76,541          $59,525         $39,790          $35,653
Cost of sales                                      38,086           36,408           27,551          18,168           15,055
                                             ---------------  --------------   --------------  ---------------  --------------
Gross profit                                       31,352           40,133           31,974          21,622           20,598
                                             ---------------  --------------   --------------  ---------------  --------------
Operating expenses:
Research and development                            1,894            2,003            1,294             971              907
Selling, general, and administrative               33,582           30,771           23,812          16,918           16,647
Merger-related expenses                                 -                -              559               -                -
                                             ---------------  --------------   --------------  ---------------  --------------
Total operating expenses                           35,476           32,774           25,665          17,889           17,554
                                             ---------------  --------------   --------------  ---------------  --------------
(Loss) income from operations                      (4,124)           7,359            6,309           3,733            3,044
                                             ---------------  --------------   --------------  ---------------  --------------
Other:
Interest income                                        58               31              313             789              848
Interest expense                                   (3,747)          (2,911)          (1,416)           (616)            (486)
Other                                                 229              231              202             (27)            (264)
                                             ---------------  --------------   --------------  ---------------  --------------
Total other                                        (3,460)          (2,649)            (901)            146               98
                                             ---------------  --------------   --------------  ---------------  --------------

(Loss) income before income taxes                  (7,584)           4,710            5,408           3,879            3,142
Income taxes                                          465            1,898            1,847           1,810            1,302
                                             ---------------  --------------   --------------  ---------------  --------------
Net (loss) income                                $ (8,049)         $ 2,812         $  3,561        $  2,069         $  1,840
                                             ===============  ==============   ==============  ===============  ==============
(Loss) income per share:

     Basic                                        $(1.10)            $0.36            $0.47           $0.26            $0.23
                                             ===============  ==============   ==============  ===============  ==============

     Diluted                                      $(1.10)            $0.33            $0.45           $0.25            $0.22
                                              ===============  ==============   ==============  ===============  ==============
Weighted average shares outstanding

     Basic                                          7,286            7,713            7,646           8,095            8,066
                                             ===============  ==============   ==============  ===============  ==============

     Diluted                                        7,286            8,520            7,959           8,443            8,535
                                             ===============  ==============   ==============  ===============  ==============
Balance Sheet Data:

Working capital                                 $  20,823        $  21,868        $  21,141       $  32,948        $  31,868
Total assets                                       95,813          102,775           99,734          57,544           57,726
Long-term debt, less current portion               39,738           34,815           31,548           8,912           10,666
Retained earnings                                  20,262           28,311           25,499          21,938           19,869
Shareholders' equity                               29,843           40,919           40,053          42,433           41,221

</TABLE>

(1)    Includes results of Dominion Biologicals Limited since December 11, 1996.
(2)    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.

<PAGE>


Item 7.--Management's Discussion and Analysis of Financial Condition and Results
           of Operations.

     Any  statements  contained  anywhere  herein  that  are not  statements  of
historical  fact are  forward-looking  statements as that term is defined in the
Private Securities Reform Act of 1995, including, without limitation, statements
concerning  the  Company's  expectations,   beliefs,  intentions  or  strategies
regarding the future. All forward-looking statements included in this discussion
are based on  information  available to the Company on the date hereof,  and the
Company  assumes no  obligation to update any such  forward-looking  statements.
Specifically,  the  statements  regarding  the  Company's  estimated  return  to
profitability,  the  effectiveness  of the cost  reduction  plan,  the Company's
ability  to obtain  junior  capital,  and the  regulatory  costs  related to the
ABS2000 are  forward-looking  statements.  A number of factors  could  adversely
affect our ability to achieve these  things,  such as delays in FDA clearance of
the ABS2000 safety notification for blood grouping, the decision of customers to
defer capital  spending,  increased  competition in the sale of instruments  and
reagents,  our ability to maintain adequate working capital  considering  recent
Company performance,  changes in interest rates and general economic conditions.
In addition,  the  strengthening  of the dollar versus the Euro would  adversely
impact reported European results.

(a)  Liquidity and Capital Resources

     Net cash provided by operating  activities totaled $2,055,000,  $6,024,100,
and $5,985,100 for the fiscal years 2001, 2000 and 1999, respectively. As of May
31, 2001, the Company's cash and cash equivalents  balance totaled $3.1 million.
For the year the Company had a net increase in borrowings on long-term  debt and
capital  lease  obligations  of $5.8  million to fund  capital  improvements  of
approximately  $500,000  necessary  to meet FDA quality  requirements,  to repay
approximately  $3.1  million in U.S.  and  German  debt and to  repurchase  $1.5
million of the Company's common stock.

     During the third quarter the Company  revised its loan  agreement  with its
primary lender,  restructuring  the loan covenants and debt repayment  schedule.
Borrowings  under the new loan  agreement  and  related  lines of  credit  which
totaled  $29.4  million,  including  loan fees of $220,000,  were used to retire
borrowings  under the old loan of $26.0  million  and repay $1.2  million on the
existing German  subsidiary loan. The Company incurred higher borrowing costs to
renegotiate  the loan.  Interest rates have  increased to LIBOR plus  additional
percentage  points ranging from 2.0% to 3.75% based on certain  calculations  as
defined in the Loan  Agreement  that were  formerly LIBOR plus 0.5% to 1.4%.  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  contains  certain  financial and other covenants  which,  among other
things, limit annual capital  expenditures,  prevent payment of dividends or the
repurchase of stock,  limit the  incurrence of additional  debt, and require the
maintenance of certain financial ratios.

     Under the new agreement  Term Loan A (as such loan is described in the loan
agreement with our primary lender) for  $20,000,000  will be repaid in quarterly
installments  of increasing  amounts  through  December 2005. The balance of the
Canadian  term  loan  ($3,827,333  CDN$)  will  continue  with  equal  quarterly
principal  installments plus interest through December 2002. A temporary line of
credit of $2,000,000 is due October  2001.  Retirement of the temporary  line of
credit is expected to be funded by operating cash flows.  Three lines of credit,
one for the US 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)
mature in February 2003. These borrowings bear interest at LIBOR plus additional
percentage  points ranging from 2.0% to 3.25% 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,  also maturing
December 2005. This transaction effectively converts Term Loan A's floating rate
to a fixed rate of 5.33% on the principal balance of $15,000,000. The fair value
of the interest  rate swap  agreement  was  $(87,321)  at May 31,  2001.  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  converts
the revolver's floating rate to a fixed rate of 6.6375% on the principal balance
of $2,338,166.  The fair value of the interest rate swap agreement was $(41,619)
at May 31,  2001.  Term Loan B for  $6,000,000  will be due in full in  December
2005.  Term Loan B bears  interest at LIBOR plus  additional  percentage  points
ranging from 2.5% to 3.75% based on certain  calculations as defined in the Loan
Agreement.

     As of May 31, 2001 the Company had paid all principal and interest payments
under  the  loan  agreement.  But as a result  of the  nonrecurring  charges  to
earnings,  recent losses,  and other factors,  the Company was not in compliance
with covenants in its agreement with its principal  lender requiring the Company
to maintain  specified ratios of (i) fixed charge coverage,  (ii) funded debt to
EBITDA (earnings before interest, taxes, depreciation, and amortization),  (iii)

<PAGE>

leverage,  and (iv) interest  coverage.  The Company's  non-compliance  with the
leverage  ratio  covenant  was also  affected  by the  Company's  write-down  of
goodwill  related  to  its  Belgian  and  French  operations--see   Management's
Discussion and Analysis--Operating  Expenses. These covenant violations impacted
all of the Company's outstanding term loans and lines-of-credit.

     On September 6, 2001 the Company successfully  completed  negotiations with
its primary lender to issue a waiver of covenant  defaults and to reset the loan
covenants for the next four quarters in the Loan  Agreement  dated  February 23,
2001.  A waiver fee of $750,000  will be paid in twelve equal  monthly  payments
beginning September 30, 2001. Any remaining balance will be paid upon receipt of
junior capital. The interest rate on the revolving lines of credit and Term Loan
A will be prime  plus 0.50% and the  interest  rate on Term Loan B will be prime
plus 2.00%.  The Company is required to meet  quarterly  and  cumulative  EBITDA
covenants in addition to quarterly senior funded debt to EBITDA ratios. Once the
Company's trailing  twelve-month  Senior Funded Debt to EBITDA reaches 2.50 to 1
or less the Company will revert back to the pricing matrix as stated in the Loan
Agreement.

     An additional  requirement  of the waiver is that the Company  successfully
obtain a minimum of $5.0 million in junior  capital by December 31, 2001. If the
Company is not  successful,  the lender will earn an additional  fee of $450,000
payable in twelve equal monthly  installments  beginning  January 31, 2002.  The
lender will also fully earn warrants to purchase 750,000 shares of Immucor, Inc.
stock issued at the then current market price of the stock. If the Company meets
all of its  quarterly  EBITDA  covenants and no other events of default are then
occurring, the lender will return a portion of the warrants to the Company based
on when  the  Company  raises  the  junior  capital  after  December  31,  2001.
Specifically,  562,500  warrants would be returned if the $5.0 million of junior
capital is raised by January 31, 2002, 375,000 warrants would be returned if the
$5.0  million of junior  capital is raised by  February  28,  2002,  and 187,500
warrants  would be returned if the $5.0  million of junior  capital is raised by
March 31, 2002. If the junior capital is not received by December 31, 2001, then
the  revolving  lines of credit and Term Note A would be re-priced at prime plus
2.0% and Term Note B would be  re-priced  at prime  plus 4.0%  until the  junior
capital is  received.  If the junior  capital is not received by April 30, 2002,
all existing credit facilities would be reset to mature on February 28, 2003.

     The FDA  agreed  to lift  the  ABS2000  safety  notification  for  antibody
screening  and  crossmatch  assay in  December  2000,  but due to  delays in the
completion of the  corrective  action plan for blood  grouping  assay on the ABS
2000,  instrument  sales have not  increased as  previously  expected.  Instead,
instrument  sales were reduced the entire fiscal year. The Company's  corrective
action plan for blood grouping has been accepted by the FDA. 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  has  completed  these  tasks  and  has  submitted  data  to the FDA for
expedited  review.  Reduced  instrument  sales  together with costs  relating to
additional safety procedures and customer  concessions related to the FDA safety
notification  have been a drain on the Company's  working  capital rather than a
source of working  capital as in past  periods.  Before  December,  the  Company
supplied product to the ABS2000 customers free of charge to perform their backup
tests.  The Company expensed  approximately  $275,000 to cost of sales for these
product  supplies.  Since  December,  the Company has charged for these products
which is expected to improve cash flows for fiscal 2002. See Item I--Business.

     For fiscal 2001, the Company experienced a $1.65 million, or 2.5%, increase
in sales  of its core  reagent  products.  The  Company  expects  this  trend to
continue for fiscal 2002 with the addition of a large purchasing group that will
bring an additional $2.5 million in revenues. The Company launched an aggressive
reagent  price  increase  in  the  third  quarter  that  improved   revenues  by
approximately  $0.45  million  for fiscal  2001,  and is  expected  to  continue
improving  sales by $8.0  million,  or 12%, and profits  while only adding minor
increases  to the  overall  cost of patient  care.  In fiscal  2002 the  Company
expects a larger revenue  effect as the cycle of contract  renewal is completed.
These revenue  improvements  are expected to have a likewise effect on cash flow
from operations.  However, unforeseen factors may cause revenues to be less than
expected.

     In the fourth  quarter,  the Company  implemented  a cost  savings  plan to
generate  liquidity and return to profitability in future quarters.  The plan is
expected to reduce costs over $3.0 million annually through layoffs, the closure
of operations in the Netherlands and curtailed spending. Officers of the Company
agreed to a salary reduction,  which approximated an average of eight percent of
their total base  compensation.  Layoffs are projected to provide  approximately
$2.0 million in savings,  while the  remainder of the savings are to be achieved
through a reduction in programs and the closure of the Dutch operations.  In the
third quarter the Company recorded approximately  $1.3 million  in  nonrecurring

<PAGE>

expenses  related to the  implementation  of the plan. The balance of the fourth
quarter realized savings in operating  expenses of  approximately  $180,000,  or
2.3% over the third quarter, with the implementation of the 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,  2000 and 1999,  the
Company repurchased 184,500,  415,500 and 822,800 shares of its common stock for
approximately  $1.5,  $3.5  and  $7.4  million,  respectively.  The  Company  is
restricted from the repurchase of additional  shares under debt covenants of the
current loan agreement.

     On September 1, 1998 the Company acquired the Canadian  distribution rights
for the Company's complete line of reagents from its Canadian  distributor for a
total transaction value of approximately $2 million.

     On October 27, 1998,  the Company  acquired Gamma  Biologicals,  Inc. for a
cash tender offer of $5.40 per share and certain  transaction  costs for a total
value of  $27,859,500.  The Company has made severance  payments  related to the
acquisition in the amount of $2,473,000.

     On March 15, 1999, the Company acquired the  distribution  rights to market
its  products  in  France  and  Belgium  through  the  purchase  of  its  former
distributors,  Immunochim s.a.r.l.  (France) and Medichim S.A. (Belgium),  for a
combination of cash and Immucor stock options for a total  transaction  value of
approximately $1.8 million.

     On April 30, 1999 the  Company  purchased  certain  assets of the BCA blood
bank division of Biopool International, Inc. for approximately $4.5 million.

     During fiscal 2001,  the Company funded  approximately  $500,000 of capital
improvements necessary to meet FDA quality requirements and expand manufacturing
operations  at  its  Houston  facility.  See  Item  I,  Business--Regulation  of
Business.  Also, the Company increased its investment in the enterprise software
system  by  implementing  improvements  on June 1, 2001 of  $950,000,  including
$135,000 in capitalized interest.

     Planned  capital   expenditures  for  fiscal  2002  include   approximately
$1,173,000 for final stage  development  and  introduction  of the Galileo fully
automated  analyzer.  The Company  expects to launch the Galileo in the European
market late in calendar 2001.  Additionally,  the Company has budgeted  $500,000
for  manufacturing  improvements at its Norcross and Houston  facilities  during
fiscal 2002.

     The Company's Italian and Spanish subsidiaries had approximately $2,047,000
in  borrowings  under  lines of  credit as of May 31,  2001  with an  additional
$436,000  available.  The  Belgian  subsidiary  had  $667,000  in line of credit
agreements at May 31, 2001 with an additional $297,000  available.  There are no
additional funds available under the U.S. and German lines of credit and $64,000
available  under the Canadian line of credit.  The Company has nearly  exhausted
its borrowing capacity. Alternative sources of financing include the issuance of
various forms of equity and  high-yield  debentures.  If  additional  capital is
raised through the issuance of equity or securities convertible into equity, our
stockholders  may  experience  dilution,  and such  securities  may have rights,
preferences  or  privileges  senior to those of the  holders  of  common  stock.
However,  Management  expects that the  projected  savings from the cost savings
plan, revenue generated from reagent price increases,  cash and cash equivalents
and  internally  generated  funds will be sufficient to support  operations  and
planned capital  expenditures  for the next 12 months.  In addition,  Management
believes  that most capital  expenditures  planned for the next 12 months can be
delayed in the event capital resources become inadequate.


(b)  Results of Operations

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, reflect delays in customers  accepting  instruments.  During
June 2000   isolated  performance  issues were  experienced  by certain  ABS2000
customers. The Company took a prudent approach and issued a safety notification,
requesting  customers  to  confirm  ABS2000  results  until  the  cause  of  the
difficulty  was corrected.  On December 6, 2000, the Company  removed the safety
alert for the antibody screening and crossmatch assays performed on the ABS2000,
however,  the safety  alert  remains  in place for blood  grouping  assays.  The

<PAGE>

Company's  corrective action plan for blood grouping was accepted by the FDA and
the Company has implemented  this plan. These  performance  issues may result in
further delays in customers accepting instruments, which would further adversely
impact sales and earnings. For the year, the Company has issued credits reducing
sales by $0.76  million  for  returned  instruments  and has a reserve  of $0.13
million  remaining  for possible  future  returns.  The Company has 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.  See
Item 1, -- Business.  The revenue fall was  mitigated by $2.3 million in revenue
improvements.  First,  the  Company  experienced  a  $1.65  million,   or  2.5%,
increase in sales of its core reagent  products.  The Company expects this trend
to  continue  for fiscal  2002.  Secondly,  the Company  launched an  aggressive
reagent  price  increase  in  the  third  quarter  that  improved   revenues  by
approximately  $0.45 million for fiscal 2001, is expected to continue  improving
sales by $8.0 million,  or 12%, and profits while only adding minor increases to
the overall cost of patient  care.  The Company  expects to  experience a larger
revenue effect as the cycle of contract renewal is completed.  Last of all, 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 will bring an  additional  $2.5  million in
revenues.  The Company  realized $0.2 million in  additional  sales from the new
national  account in fiscal 2001.  Unforeseen  factors may cause  revenues to be
less than expected.

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
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.  All of these  expenditures,
except the reagents  provided  free of charge,  likely will  continue  until the
ABS2000  issue is  resolved.  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.
Gross profit should improve for fiscal year 2002 with the reagent price increase
and additional  revenue  improvements  described above.  Unforeseen  factors may
cause gross profit to be less than expected.

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 continue.  The project is on
track for a launch in late  calendar  year  2001.  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 over $530,000, as compared to last
year. The Company was developing an infrastructure to support an increased level
of  instrument  sales,  but in light of the current  issues with the ABS2000 and
continued customer  migration to purchasing groups, the Company  reevaluated the
focus of the sales and marketing efforts.  Of the over $4.0 million in projected
cost savings  mentioned in Liquidity and Capital  Resources,  $1.7  million,  or
nearly 50% of the  savings  are  expected  to be seen in this  area.  The fourth
quarter benefited from the initial cost reduction.  The remainder of the savings
is expected to be realized in fiscal 2002.

     Distribution  expenses as a percentage of sales have 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 the current  period was due  primarily to the
impact of the ABS2000 safety alert and the strength of the U.S. dollar.  Neither
factor had a significant impact on distribution activities.
<PAGE>

     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 a  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.  This charge  amounts to $0.42 per share of the loss recorded this year
and will not recur.


Interest expense

     When compared to the prior year, interest expense increased $836,000.  This
is the result of increased borrowings and increased borrowing costs on long-term
debt and capitalized leases as outlined in Financial Condition and Liquidity.

Other income

     Other income for the current year remained  relatively constant as compared
to the prior year, and it is comprised primarily of foreign currency transaction
gains.

Income taxes

     Income tax  expense  decreased  during the year,  as  compared to the prior
year, due to the operating  losses outlined  above.  Operating  losses,  for tax
purposes,  will be used to offset  future  earnings  as the  Company  returns to
profitability.  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  $1.1  million.  Effectively,  this  non-cash  allowance
reflects the elimination of domestic deferred taxes as a balance sheet asset and
will have no impact on  Immucor's  ability  to utilize  these  amounts to reduce
future  taxes in  profitable  periods.  Without  the  valuation  allowance,  the
Company's net loss per share was $0.03,  compared with a loss of $0.09 per share
in the same period last year.  With the valuation  allowance,  the Company's net
loss for the fourth quarter of this year was $0.19 per share.



Comparison of Years Ended May 31, 2000 and May 31, 1999

Net Sales

     Net sales  realized  a 29%  increase  from  $59,525,000  in fiscal  1999 to
$76,541,000 in fiscal 2000. Net sales from the operations of companies  acquired
during fiscal 1999  accounted  for  $10,091,000,  or 59%, of the sales  increase
($8,041,000  from Gamma,  and $2,051,000  from Medichim,  Immunochim,  and BCA).
Gamma  product  sales,  on  a  pro  forma  basis,  realized  a 9%  increase,  or
$1,300,000.  Blood bank  automation  products  and  reagent  products  used with
automation  had a 61%  increase  of  approximately  $4,000,000  reinforcing  the
Company's   strategy   to   differentiate   itself   in  the   marketplace   via
instrumentation. The remaining increase in sales of approximately $13,000,000 in
traditional  reagents  represents a 25% increase over fiscal 1999. The Company's
European  operations  increased sales by $2,926,000,  of which  $1,581,000 was a
result  of  the  Company's  acquisitions.  Revenues  of the  Company's  European
affiliates were adversely affected by the strength of the U.S. Dollar versus the
Euro, which caused a decrease in reported sales of approximately $2,400,000.

Gross profit

     As a percent of sales revenue,  the gross profit margin  decreased from 54%
to 52%.  The  decrease  was  related  to the  $6,400,000  increase  in  sales of
instruments  and  the  $10,091,000   sales  increase   related  to  fiscal  1999
acquisitions.  Such  sales  carry  lower  gross  margins  than  sales  of  other
proprietary products marketed by the Company.  Additionally, the strength of the
U.S. Dollar versus the Euro reduced  European  gross  margins  by  approximately
$1,102,400.
<PAGE>

Operating expenses

     When compared to the prior year,  research and development  costs increased
$709,000.  This increase is due to development  work the Company  undertook with
Stratec Biomedical Systems AG to develop a fully automated  instrument  designed
to allow the Company to effectively compete in the European market.

     Selling  and  marketing  expenses  for the  year  increased  $1,779,000  as
compared to the prior fiscal  year.  Part of the increase was due to fiscal 1999
acquisitions,   with  Medichim  and  Immunochim  accounting  for  $534,000.  The
remainder  of the  increase  is  primarily  due to higher  payroll  expense  for
additional personnel required for the Company's  instrumentation  strategy,  the
reorganization  of the  marketing  organization  of  the  German  affiliate  and
increased expenses for the expansion of the Company's Spanish operations.

     Distribution  expenses  increased  $2,318,000  when compared to last fiscal
year of which Gamma accounts for $1,047,000, and Medichim and Immunochim account
for $213,000. The remaining increase relates to increased shipping activity.

     General and administrative  expenses increased $2,073,000 over the previous
year,  with additional  personnel  expenses to support the growth of the Company
through  acquisitions  and  implementation  of the new enterprise  wide resource
planning (ERP) system to give management  more timely and extensive  information
on sales and  operations.  The Company also  experienced  increases in operating
costs such as rent,  utilities and depreciation in connection with the Company's
expansion at its U.S. headquarters.

Amortization Expense

     Amortization expense increased $788,000 due to the Company's acquisition of
Gamma, BCA, Medichim,  Immunochim,  and the Canadian  distribution rights during
fiscal 1999.

Interest Income

         Interest income decreased $282,000 for the year due to lower cash
balances as compared to last year caused by the fiscal 1999 acquisitions of
Gamma, Medichim and Immunochim, and BCA, which were partially funded with the
Company's cash.

Interest Expense

     Interest expense  increased from $1,416,000 in fiscal 1999 to $2,911,000 in
fiscal 2000 as a result of financing  the  acquisitions  of Gamma,  Medichim and
Immunochim, and BCA.

Other income(expense)

     The  increase  in other  income of  $29,000 as  compared  to prior year was
caused by reduced foreign currency transaction losses recorded in Europe.

Income Taxes

     As a percent of pretax income,  the provision for income taxes increased in
fiscal 2000,  as compared to 1999,  from 34% to 40%. The increase was the result
of minimum tax charges in Europe. These minimums became relevant during the year
as the  strength of the U.S. dollar compared to the Euro caused  local operating
profits to decline.


<PAGE>

(c)  Impact of Recently Issued Accounting Standards

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 133, (FAS 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 Financial  Accounting  Standards  Board
issued Statement of Financial  Accounting  Standards No. 137, which deferred the
effective date of FAS 133 for one year. In June 2000,  the Financial  Accounting
Standards Board issued Statement of Financial Accounting Standards No. 138, (FAS
138),  Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities-an amendment to FASB Statement No 133. This statement amended certain
provisions of FAS 133.  Accordingly,  the Company will adopt FAS 133, as amended
by FAS 138, effective the first quarter of fiscal 2002. Management believes this
statement will not have a material impact on the Company's financial statements.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin  No.  101,  (SAB  101)  Revenue  Recognition  in  Financial
Statements.  SAB 101 summarizes the SEC Staff's views  regarding the recognition
and reporting of revenues and certain  transactions.  The effective date of this
pronouncement was the fourth quarter of the fiscal year beginning after December
15, 1999. The Company has evaluated its current revenue  recognition  policy and
found it in compliance with the Staff Accounting Bulletin.

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards 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 plans to adopt Statement 142 effective June 1,
2002.  Goodwill will be tested for impairment at least annually using a two-step
process  that will start with an  estimation  of the fair value.  The first step
will  screen for  potential  impairment,  and the second  step will  measure the
amount of impairment, if any.

(d)  Effects of Inflation on Operations

     Since the rate of  inflation  has slowed  during  the past few  years,  raw
material prices for the Company's  products have not materially  increased.  The
Company  believes  that any increase in  personnel-related  expenses or material
costs would also be experienced by others in the industry.


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,  2001 and May 31,  2000,  the Company had an
interest rate swap agreement in the Company's functional  currency,  maturing in
2005 with an aggregate notional principal amount of $15 million. At May 31, 2001
and May 31, 2000,  the Company had an interest  rate swap  agreement in Canadian
dollars,  maturing in December 2001 with an aggregate  notional principal amount
of $2.4 million. The fair value of the interest rate swap agreements  represents
the  estimated  receipts  or  payments  that  would  be  made to  terminate  the

<PAGE>

agreements.  At May 31, 2001 and May 31,  2000,  the  Company  would have (paid)
received $(87,321) and $767,700, respectively, to terminate the agreement in the
Company's  functional  currency.  At May 31, 2001 and May 31, 2000,  the Company
would have (paid) received  $(41,619) and $600,  respectively,  to terminate the
Canadian dollar agreement. See Note 4 to the Consolidated Financial Statements.

     Foreign Currency.  Operating income generated outside the United States was
17% in 2001,  43% in 2000  and 54% in 1999.  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 except for the occasional purchase of
forward exchange  contracts.  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 2001, 2000, and 1999 the Company
recorded foreign currency transaction gains (losses) of approximately $(10,000),
$152,000, and $202,000, respectively.


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, 2001 and 2000

       -Consolidated Statements of Operations for the Years Ended May 31,  2001,
             2000 and 1999

       -Consolidated Statements  of Shareholders' Equity  for  the  Years  Ended
             May 31, 2001, 2000 and 1999

       -Consolidated Statements of Cash Flows for the Years Ended  May 31, 2001,
             2000 and 1999

       -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,  2001  and  2000  and the  related  consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
three  years in the period  ended May 31,  2001.  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,  2001 and 2000,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
May 31, 2001, 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
August 29, 2001, except for paragraph 6
       of Note 17 as to which the date is
       September 11, 2001




<PAGE>

<TABLE>
IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                        May 31,
                                                                                       ------------------------------------------
ASSETS                                                                                        2001                  2000

CURRENT ASSETS:
<S>                                                                                            <C>                   <C>
   Cash and cash equivalents                                                                   $ 3,124,517           $ 3,505,926
   Accounts receivable, trade (less allowance for doubtful accounts of  $1,244,488 in
     2001 and $1,164,582 in 2000)                                                               21,167,490            21,726,062
   Loan to officer                                                                                 395,826                     -
   Inventories                                                                                  15,668,637            16,813,239
   Income taxes receivable                                                                         402,243               752,470
   Deferred income taxes                                                                           631,797              902,409
   Prepaid expenses and other                                                                      891,356             1,321,363
                                                                                       --------------------  --------------------
     Total current assets                                                                       42,281,866            45,021,469

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

PROPERTY, PLANT AND EQUIPMENT - Net                                                             18,333,952            17,475,882

DEFERRED INCOME TAXES                                                                            1,525,936             1,120,238

OTHER ASSETS - Net                                                                               2,104,845             2,251,293

DEFERRED LICENSING COSTS - Net                                                                   1,652,102             2,044,850

EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net                                          28,913,981            33,861,147
                                                                                       --------------------  --------------------

                                                                                               $95,812,682          $102,774,879
                                                                                       ====================  ====================

</TABLE>




















See notes to consolidated financial statements.


<PAGE>

<TABLE>
IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                        May 31,
                                                                                       -------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                                           2001                  2000

CURRENT LIABILITIES:
<S>                                                                                        <C>                    <C>
   Current portion of borrowings under bank line of credit agreements                      $    2,417,121         $    2,952,307
   Current portion of long-term debt                                                            5,563,363              4,277,598
   Note payable to related party                                                                  349,654                      -
   Current portion of capital lease obligations                                                   768,142                618,240
   Accounts payable                                                                             8,647,066              9,442,977
   Income taxes payable                                                                            23,102                 74,715
   Accrued salaries and wages                                                                   1,530,772              1,346,874
   Deferred income taxes                                                                           98,308                164,243
   Other accrued liabilities                                                                    3,561,676              4,276,554
                                                                                       ---------------------  --------------------

     Total current liabilities                                                                 22,959,204             23,153,508

BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS                                                 3,268,740              8,006,213

LONG-TERM DEBT                                                                                 34,839,576             25,144,272

CAPITAL LEASE OBLIGATIONS                                                                       1,629,705              1,664,165

DEFERRED INCOME TAXES                                                                           3,119,402              3,062,331

OTHER LIABILITIES                                                                                 152,588                825,592

SHAREHOLDERS' EQUITY:
   Common  stock -  authorized  45,000,000  shares  and 30,000,000  shares at
     May 31, 2001 and May 31, 2000, respectively, $0.10 par value; issued and
     outstanding  7,277,617  at  May 31, 2001  and  7,462,118 at May 31, 2000                     727,762                746,212
   Additional paid-in capital                                                                  15,439,889             16,848,804
   Retained earnings                                                                           20,261,628             28,310,741
   Accumulated other comprehensive loss                                                        (6,585,812)            (4,986,959)
                                                                                       ---------------------  --------------------

     Total shareholders' equity                                                                29,843,467             40,918,798
                                                                                       ---------------------  --------------------

                                                                                            $  95,812,682         $  102,774,879
                                                                                       =====================  ====================

</TABLE>















See notes to consolidated financial statements.


<PAGE>

<TABLE>
IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                        Year Ended May 31,
                                                                 -----------------------------------------------------------------
                                                                        2001                  2000                   1999

<S>                                                                    <C>                   <C>                   <C>
NET SALES                                                              $ 69,438,114          $ 76,540,476          $ 59,524,539

COST OF SALES                                                            38,086,270            36,407,764            27,550,548
                                                                 --------------------  --------------------  ---------------------

GROSS PROFIT                                                             31,351,844            40,132,712            31,973,991

OPERATING EXPENSES:
   Research and development                                               1,893,580             2,002,597             1,293,576
   Selling and marketing                                                 11,854,242            12,391,837            10,612,516
   Distribution                                                           5,659,707             5,966,178             3,648,456
   General and administrative                                            11,107,861            10,533,826             8,460,525
   Merger-related expenses                                                        -                     -               558,973
   Loss on impairment of goodwill                                         3,062,519                     -                     -
   Amortization expense                                                   1,897,582             1,879,049             1,091,278
                                                                 --------------------  --------------------  ---------------------
                                                                         35,475,491            32,773,487            25,665,324
                                                                 --------------------  --------------------  ---------------------

(LOSS) INCOME FROM OPERATIONS                                            (4,123,647)            7,359,225             6,308,667

OTHER:
   Interest income                                                           57,530                30,801               313,219
   Interest expense                                                      (3,746,928)           (2,911,029)           (1,416,179)
   Other, net                                                               229,383               230,658               202,093
                                                                 --------------------  --------------------  ---------------------
                                                                         (3,460,015)           (2,649,570)             (900,867)
                                                                 --------------------  --------------------  ---------------------

(LOSS) INCOME BEFORE INCOME TAXES                                        (7,583,662)            4,709,655             5,407,800

INCOME TAXES                                                                465,451             1,897,635             1,846,776
                                                                 --------------------  --------------------  ---------------------

NET (LOSS) INCOME                                                     $  (8,049,113)         $  2,812,020          $  3,561,024
                                                                 ====================  ====================  =====================
(LOSS) INCOME PER SHARE

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

    Diluted                                                                 $(1.10)                 $0.33                 $0.45
                                                                 ====================  ====================  =====================
</TABLE>







See notes to consolidated financial statements.


<PAGE>


<TABLE>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                    Accumulated
                                                                       Additional                      Other            Total
                                                  Common Stock          Paid-In       Retained     Comprehensive    Shareholders'
                                            -------------------------
                                               Shares       Amount       Capital      Earnings          Loss           Equity
                                            ---------------------------------------------------------------------------------------
<S>           <C>                              <C>       <C>           <C>          <C>           <C>              <C>
BALANCE, JUNE 1, 1998                          8,078,811 $    807,881  $ 22,079,468 $ 21,937,697  $   (2,392,496)  $  42,432,550

Exercise of stock options and warrants           232,400       23,240     1,661,232            -               -       1,684,472
Tax benefits related to stock options
  and other                                            -            -       188,855            -               -         188,855
Issuance of warrants                                   -            -       310,000            -               -         310,000
Stock repurchase                                (822,800)     (82,280)   (7,293,670)           -               -      (7,375,950)
Comprehensive income:
   Foreign currency translation adjustment             -            -             -            -        (748,284)       (748,284)
   Net income                                          -            -             -    3,561,024               -       3,561,024
                                            ---------------------------------------------------------------------------------------
Total comprehensive income                             -            -             -    3,561,024        (748,284)      2,812,740
                                            ---------------------------------------------------------------------------------------

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                             -            -             -    2,812,020      (1,846,179)        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                               -            -             -   (8,049,113)     (1,598,853)     (9,647,966)
                                            ---------------------------------------------------------------------------------------

BALANCE, MAY 31, 2001                          7,277,617 $    727,762  $ 15,439,889 $ 20,261,628  $   (6,585,812)   $ 29,843,467
                                            =======================================================================================
</TABLE>











See notes to consolidated financial statements



<PAGE>


<TABLE>

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                       Year Ended May 31,
                                                                      -----------------------------------------------------
                                                                           2001               2000              1999

<S>                                                                      <C>                <C>                <C>
OPERATING ACTIVITIES:
   Net (loss) income                                                     $(8,049,113)       $2,812,020         $3,561,024
   Adjustments to reconcile net (loss) income to net cash provided
     by operating activities:
     Depreciation and amortization of property and equipment               4,228,545        2,936,615          2,215,848
     Amortization of other assets and excess of cost over net
       tangible assets acquired                                            1,897,582         1,879,049          1,091,278
     Impairment of goodwill                                                3,062,519                 -                  -
     Deferred tax provision                                                 (143,950)           79,110             36,190
     Changes in operating assets and liabilities, net of effects of
       business acquisitions:
       Accounts receivable, trade                                            558,572          (227,173)        (2,382,232)
       Accounts receivable from former officer and director                        -           140,946            554,484
       Loan to officer                                                      (395,826)                -                  -
       Income taxes                                                          358,633           370,222            (34,608)
       Inventories                                                         1,144,602        (1,228,317)        (2,749,627)
       Other current assets                                                  528,254         (231,492)          (767,083)
       Accounts payable                                                     (795,911)         (675,764)         2,383,200
       Other current liabilities                                            (336,232)           91,979          1,887,806
                                                                      ----------------  -----------------  ----------------
         Total adjustments                                                10,104,117         3,212,081          2,424,111
                                                                      ----------------  -----------------  ----------------

Cash provided by operating activities                                      2,055,004         6,024,101          5,985,135

INVESTING ACTIVITIES:
   Purchases of / deposits on property and equipment                      (5,522,107)       (3,418,430)        (3,129,404)
   Cash paid for acquisition, net of cash acquired                                 -          (523,682)       (32,571,040)
   Acquisition-related severance                                                   -           (85,960)        (2,387,449)
   Increase in other assets                                                        -          (258,972)        (2,709,599)
                                                                      ----------------  -----------------  ----------------

Cash used in investing activities                                        $(5,522,107)      $(4,287,044)      $(40,797,492)

</TABLE>























See notes to consolidated financial statements.

<PAGE>

<TABLE>
IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                         Year Ended May 31,
                                                                    -------------------------------------------------------------
                                                                           2001                 2000                 1999
<S>                                                                     <C>                  <C>                  <C>
FINANCING ACTIVITIES:
   Borrowings net of repayments under line of credit agreements         $  2,058,297         $    555,068         $  5,379,103
   Proceeds from issuance of long term debt                               33,786,131            7,474,196           24,131,114
   Repayment of long-term debt and capital lease obligations             (30,349,314)          (5,362,814)          (1,737,409)
   Borrowings (repayments) of long-term debt to related party-net            349,654           (1,633,947)                   -
   Exercise of stock options                                                       -            2,986,523            1,684,472
   Stock repurchases                                                      (1,484,713)          (3,463,608)          (7,375,950)
                                                                    -------------------  -------------------  -------------------

Cash provided by financing activities                                      4,360,055              555,418           22,081,330

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                   (1,274,361)          (1,580,141)            (291,598)
                                                                    -------------------  -------------------  -------------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                            (381,409)             712,334          (13,022,625)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                             3,505,926            2,793,592           15,816,217
                                                                    -------------------  -------------------  -------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                $  3,124,517         $  3,505,926         $  2,793,592
                                                                    ===================  ===================  ===================

Noncash investing and financing activities:
  Capital lease obligations                                             $    710,129         $  1,644,737         $    435,400

  Fair value of assets acquired                                                    -           (1,019,453)          25,463,127
  Cost in excess of assets acquired                                                -            1,576,920           23,207,232
  Liabilities assumed                                                              -              (33,785)         (15,789,319)
  Notes and warrants / options issued for assets acquired                          -                    -             (310,000)
                                                                    -------------------  -------------------  -------------------
  Net cash paid for acquisition, net of cash acquired                   $          -        $     523,682         $ 32,571,040

                                                                    ===================  ===================  ===================

CASH PAID DURING THE YEAR FOR:
   Interest, net of amounts capitalized of $135,000 in 2001            $   3,981,977        $   2,886,256         $  1,270,147
   Income taxes                                                              381,133            1,225,635            1,459,500

</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
     intercompany   balances   and  transactions   have   been   eliminated   in
     consolidation.

     Use of Estimates - The  preparation  of financial  statements in conformity
     with generally  accepted accounting  principles 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, 2001  and  2000  the  Company's
     entire  cash balance  of  $3,124,517 and  $3,505,926,  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 13) and the joint manufacturer of
     some  of  the  Company's  monoclonal  antibody-based  products. The Company
     believes that its business relationships with 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.

     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 3.4%
     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 13) is  a  wholly owned subsidiary of Lionheart
     Technologies, Inc.

     Property, Plant and Equipment - Property, plant and equipment are stated at
     cost  less  accumulated depreciation.  Depreciation is  computed  using the
     straight-line method over the estimated lives of the related assets ranging
     from three to 30 years.

     Interest Rate Swap - The Company uses interest rate swaps to hedge interest
     rate risk associated with  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 counterparty  credit  guidelines  and only  enters into transactions
     with financial institutions of investment grade or better. As a result, the
     Company estimates the risk of counterparty default to be minimal.

     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, 2001 and 2000 market rates for
     similar debt  instruments.  Prior to the adoption of Statement of Financial
     Accounting  Standards No. 133,  (SFAS 133),  the fair value of the interest
     rate swaps are not recognized in the financial statements.
<PAGE>

     Intangible Assets

     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. 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, 2001 and 2000 was $690,900
     and $445,600, respectively.

     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 is being amortized using the
     straight-line method over 20 to  30 years.  Accumulated amortization at May
     31, 2001 and 2000 was $5,444,000 and $4,471,300 respectively.

     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. The Company believes that
     the  carrying  value of the  remaining  recorded  long-lived  assets is not
     impaired.

     Foreign  Currency  Translation  -  The  financial  statements  of   foreign
     subsidiaries have been translated into U.S. dollars in accordance with FASB
     Statement No. 52,  Foreign Currency Translation. All balance sheet accounts
     have been translated  using  the  exchange rates  in effect  at the balance
     sheet  dates.  Income  statement  amounts  have  been  translated using the
     average  exchange  rates for each year. The gains and losses resulting from
     the changes  in exchange  rates  from year  to   year  have  been  reported
     separately as a component  of  comprehensive  income. 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. 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.

     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  $5,659,000,  $5,966,000 and $3,648,000 for the years ended
     May 31, 2001, 2000 and 1999, 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 FASB Statement 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 8).

     Impact  of   Recently  Issued  Accounting  Standards -  In June  1998,  the
     Financial  Accounting  Standards  Board  issued   Statement  of   Financial
     Accounting   Standards  No.  133,  (FAS 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 Financial Accounting Standards
     Board  issued  Statement of  Financial  Accounting  Standards No. 138, (FAS
     138),  Accounting  for  Certain  Derivative Instruments and Certain Hedging
     Activities-an  Amendment  to FASB  Statement No 133. This statement amended
     certain provisions of FAS 133. Accordingly, the Company will adopt FAS 133,
     as  amended  by  FAS 138,  effective  the  first  quarter  of fiscal  2002.
     Management  believes  this statement will not have a material impact on the
     Company's financial statements.
<PAGE>

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
     Accounting  Bulletin No. 101,  (SAB 101) Revenue  Recognition  in Financial
     Statements.  SAB  101  summarized  the  SEC  Staff's  views  regarding  the
     recognition  and  reporting  of  revenues  and  certain  transactions.  The
     effective date of this  pronouncement  was the fourth quarter of the fiscal
     year  beginning  December 15, 1999.  The Company has  evaluated its current
     revenue recognition policy and found it in compliance with SAB 101.

     In June 2001, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards 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  affective  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.


2.   BALANCE SHEET DETAIL
<TABLE>
<CAPTION>
                                                                  May 31,
                                                     -----------------------------------
                                                          2001               2000
    Inventories:

    <S>                                                <C>                <C>
    Raw materials and supplies                         $   5,524,301      $   4,983,303
    Work in process                                        2,095,363          1,603,117
    Finished goods and goods purchased for resale          8,048,973         10,226,819
                                                     ----------------   ----------------

                                                       $  15,668,637      $  16,813,239
                                                     ================   ================
    Property, Plant and Equipment:

    Land                                               $     344,447      $     347,579
    Buildings and improvements                             6,345,663          5,822,161
    Leasehold improvements                                   935,159            951,420
    Furniture and fixtures                                 1,537,346          1,453,071
    Machinery and equipment                               19,228,774         16,622,631
                                                     ----------------   ----------------
                                                          28,391,389         25,196,862
    Less accumulated depreciation                        (10,057,437)        (7,720,980)
                                                     ----------------   ----------------

    Property and equipment - net                       $  18,333,952      $  17,475,882
                                                     ================   ================
</TABLE>


3.   ACQUISITIONS

     Gamma Biologicals, Inc.

     Pursuant to a definitive  merger  agreement  dated  September 21, 1998, the
     Company,   through   a  newly   formed   subsidiary   ("Gamma   Acquisition
     Corporation"),  acquired  on  October  27,  1998  94.27% of the  issued and
     outstanding  shares  of Gamma  Biologicals,  Inc.  ("Gamma").  The  Company
     purchased the shares from Gamma  shareholders  ("Shareholders")  for a cash
     tender  offer  of  $5.40  per  share  for  a  total  transaction  value  of
     $24,831,841  plus  acquisition  costs of  $3,027,615  for an  aggregate  of
     $27,859,456 ("Purchase Price").  According to the depository for the offer,
     4,361,110 shares were tendered  pursuant to the offer and Immucor purchased
     all shares tendered. On October 30, 1998 all remaining shares were acquired
     by merging Gamma Acquisition Corporation with and into Gamma which became a
     majority owned subsidiary of Immucor.  As a result of the merger, the 5.73%
     of the shares that had not been tendered were  cancelled and converted into
     a right  to  receive  $5.40  per  share.  As of May 31,  2001  Immucor  had

<PAGE>

     purchased or satisfied  its  obligation to pay $5.40 per share with respect
     to a total of  4,603,112  (99.5%) of the issued and  outstanding  shares of
     Gamma.  The total  transaction  value of  $24,831,841  was  satisfied  with
     $5,000,000 paid in cash and $19,831,841  funded by a $20,000,000  loan from
     the Company's primary U.S. bank to Gamma Acquisition Corporation.  Included
     in the  liabilities  assumed  was an  accrual  for  severance  payments  of
     $2,474,000 to Gamma employees of which $2,387,000 was paid prior to May 31,
     1999,  with the remainder  paid during the year ended May 31, 2000.  During
     the years ended May 31, 1999 and 2000,  the Company paid out $2,516,875 and
     $510,740 in acquisition costs, respectively.

     Located in Houston,  Texas,  Gamma  manufactured and sold a wide variety of
     in-vitro  diagnostic  reagents  to  blood  donation  centers,   transfusion
     departments of hospitals,  medical  laboratories and research  institutions
     through a direct sales force and distributor network. The Company accounted
     for the transaction as a purchase business combination.  The results of the
     operations of Gamma since October 27, 1998 are included in the Consolidated
     Statements  of  Operations.  The excess of costs over net assets  acquired,
     including  goodwill  and  customer  lists,  is being  amortized  using  the
     straight-line  method over the related assets' useful life ranging from 20,
     for the customer lists, to 30 years.
<TABLE>
<CAPTION>
     The final purchase price allocation is as follows:

     <S>                                                          <C>
     Current assets                                               $  9,773,473
     Property, plant and equipment, net                              7,535,909
     Other assets                                                    2,584,253
     Excess of costs over net assets acquired                       18,798,691
     Less:  Liabilities assumed                                    (10,832,870)
                                                               -----------------

                                                                   $27,859,456
                                                               =================
</TABLE>

     Medichim, S.A. and Immunochim, s.a.r.l.

     On March 15, 1999, the Company, through a newly formed subsidiary ("Immucor
     Acquisitions  Inc.,  S.A."),  acquired the available issued and outstanding
     shares of Immunochim  s.a.r.l.  (France)  ("Immunochim")  and Medichim S.A.
     (Belgium)  ("Medichim")  for a cash  payment  of  $990,000,  Company  stock
     options valued at $310,000,  acquisition costs of $105,719 and an incentive
     earnout of up to $501,000,  which was to be earned over the course of three
     years from the acquisition date based on attaining certain operating profit
     goals,  as defined.  Amounts  earned,  if any, would have been reflected as
     compensation  expense  in the  Statement  of  Operations.  In  light of the
     continued operating losses being generated,  it is unlikely that any of the
     incentive  will  be  earned.   In  conjunction  with  the  acquisition,   a
     non-compete  agreement and intellectual  property rights were purchased for
     $100,000 and $257,148,  respectively. Such amounts are being amortized over
     the terms of the related agreements and are classified as other assets.

     The acquisition was accounted for as a purchase business  combination.  The
     results of the operations of Medichim and  Immunochim  since March 15, 1999
     are included in the Consolidated Statements of Operations.  Excess of costs
     over net assets acquired was amortized using the straight-line  method over
     25 years until  February  2001.  At that time,  due to continued  operating
     losses  and a  reorganization  of the  French and  Belgian  operations,  an
     impairment  was  recorded  writing off the value of the  goodwill for these
     acquisitions.
<TABLE>
<CAPTION>

     The final purchase price allocation was as follows:

     <S>                                                           <C>
     Fair value of assets acquired                                 $ 3,695,751
     Excess of costs over net assets acquired                        2,738,316
     Less:  Liabilities assumed                                     (4,671,200)
                                                               -----------------

                                                                   $ 1,762,867
                                                               =================
</TABLE>

     BCA

     On April 30, 1999,  the Company  acquired  certain  assets of the BCA blood
     bank division of Biopool  International,  Inc. ("BCA") for a total purchase
     price of  approximately  $4.5 million.  During the years ended May 31, 1999
     and 2000,  the Company  paid out $6,621 and $12,942 in  acquisition  costs,
     respectively.

     The acquisition was accounted for as a purchase business  combination.  The
     results of the  operations  of BCA since April 30, 1999 are included in the
     Consolidated  Statements  of  Operations.  Excess of costs  over net assets
     acquired is being amortized using the straight-line method over 20 years.
<PAGE>
<TABLE>
<CAPTION>

     The final purchase price allocation is as follows:

     <S>                                                           <C>
     Fair value of assets acquired                                 $ 1,543,452
     Excess of costs over net assets acquired                        3,247,146
     Less:  Liabilities assumed                                       (319,034)
                                                               -----------------

                                                                   $ 4,471,564
                                                               =================
</TABLE>

     The pro forma  unaudited  results of operations for the year  ended May 31,
     1999,  assuming  consummation  of all of the above  purchases as of June 1,
     1998, including financing from the proceeds of a bank loan and ignoring any
     cost-saving initiatives are presented below:
<TABLE>
<CAPTION>
                                                     Year Ended
                                                    May 31, 1999
                                              -----------------------

     <S>                                                 <C>
     Net sales                                           $75,214,000
     Net income                                            2,484,000

     Net income per common share:
          Basic                                                 $0.32
          Diluted                                               $0.31
</TABLE>


4.   BANK LINE OF CREDIT AGREEMENTS AND DEBT OBLIGATIONS
<TABLE>
<CAPTION>
                                                                                            May 31,
                                                                               -----------------------------------
                                                                                     2001              2000
<S>                                                                               <C>                <C>
    Term Loan  A  (Acquisition term note)  ($15,000,000 at  5.33%  and remaining
         balance  at rates  ranging  from  LIBOR  rate  plus 5.25% to LIBOR rate
         plus 6.5% maturing December 2005)                                        $ 19,625,000       $ 18,125,000
    Term Loan B (Additional term loan)  (interest  rate ranging from LIBOR  rate
         plus 6.25% to LIBOR rate plus 7.5% maturing December 2005)                  6,000,000          4,250,000
    Temporary  line  of  credit  (Fourth  additional  term  loan) (interest rate
         ranging from LIBOR rate plus 5.25% to  LIBOR rate  plus  6.5%  maturing
         October 2001)                                                               1,934,921          3,200,000
    Revolving Line of credit (Master note)  (interest  rate ranging  from  LIBOR
         rate plus 5.25% to LIBOR rate plus 6.5% maturing February 2003)             7,000,000          5,000,000
    CAD  Term Loan  (Third  additional  term loan)  (interest rate  ranging from
         LIBOR rate plus 5.25% to LIBOR rate plus 6.5% maturing February 2003)       2,176,741          3,515,655
    Revolving  line  of  credit - Canadian  subsidiary  (denominated in Canadian
         dollars with  interest rate ranging from LIBOR rate plus 5.25% to LIBOR
         rate plus 6.5% maturing February 2003)                                      3,971,782          3,053,523
    Line of credit - German   subsidiary   (denominated  in  Deutsche  Marks  at
         an interest rate ranging from LIBOR rate plus 5.25% to LIBOR  rate plus
         6.5% maturing February 2003)                                                2,335,851                  -
    Lines  of  credit -    Italian  subsidiary    (denominated  in   Lira   with
         interest rates ranging from 5.650% to 8.625% maturing in fiscal 2002)         659,252            369,785
    Line of credit - Spanish  subsidiary  (denominated   in   Pesetas   with  an
         interest rate of 5.8% maturing in fiscal 2002)                              1,388,124          1,313,268
    Note payable -  German   subsidiary  (denominated  in  Deutsche Marks  at an
         interest rate of 4.14% maturing September 2000)                                     -            719,217
    Mortgage note payable - Belgian  subsidiary  (denominated in  Belgian Francs
         at an interest rate of 6.25% maturing November 2007)                          242,794            247,133
    Notes  payable -  Belgian  subsidiary  (denominated  in  Belgian  Francs  at
         interest rates ranging from 5.03% to 10.29%)                                   68,534             36,570
    Line of credit - Belgian  subsidiary  (denominated  in Belgian  Francs  with
         interest rates ranging from 5.5% to 6.0% maturing in   November 2007)         369,745            502,727
    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                  -
    Mortgage note payable (interest rate of 10.50%)                                          -             47,512
                                                                               -----------------  ----------------
                                                                                    46,438,454         40,380,390
    Less current portion                                                            (8,330,138)        (7,229,905)
                                                                               -----------------  ----------------
                                                                                  $ 38,108,316       $ 33,150,485
                                                                               =================  ================
</TABLE>
<PAGE>

     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 .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 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 .4375%.  The interest rate on
     the remaining  principal  balance of $715,357  ($1,000,000  CDN$) was LIBOR
     plus  .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
     of  $3,884,800  ($5,741,000  CDN$)  to  retire  the  Canadian  subordinated
     promissory  notes.  Principal  and  interest  payments  were 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  will be repaid in quarterly
     installments of increasing  amounts  through  December 2005. The balance of
     the Canadian term loan ($3,827,333 CDN$) will continue with equal quarterly
     principal  installments  plus interest  through  December 2002. A temporary
     line of credit of $2,000,000  is 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) mature in February 2003.  These  borrowings bear interest at
     LIBOR plus additional percentage points ranging from 2.0% to 3.25% 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,   also  maturing   December  2005.  This
     transaction  effectively  converts  Term Loan A's floating  rate to a fixed
     rate of 5.33% on the principal  balance of  $15,000,000.  The fair value of
     the interest  rate swap  agreement  was  $(87,321) at May 31, 2001.  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
     converts  the  revolver's  floating  rate to a fixed rate of 6.6375% on the
     principal  balance of $2,338,166.  The fair value of the interest rate swap
     agreement was $(41,619) at May 31, 2001. Term Loan B for $6,000,000 will be
     due in full in  December  2005.  Term Loan B bears  interest  at LIBOR plus
     additional  percentage  points  ranging from 2.5% to 3.75% based on certain
     calculations  as defined  in the Loan  Agreement.  There are no  additional
     funds  available  under the U.S.  and German  lines of credit  and  $64,000
     available under the Canadian line of credit.

     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  contains certain financial and other
     covenants  which,  among other things,  limit annual capital  expenditures,
     prevent  payment  of  dividends  or  the  repurchase  of stock,  limit  the
     incurrence  of additional  debt,  and require  the  maintenance  of certain
     financial ratios.  The Dominion revolving line of credit and German line of
     credit are  guaranteed by the Company.  The interest  rate swap  agreements
     with the U.S. bank are also guaranteed by the Company.

     On September 6, 2001 the Company reached a new agreement with its principal
     lender that substantially affects the terms of such agreement. See Note 17,
     Subsequent Events.

     The Company's Italian  subsidiary has $983,000 in line of credit agreements
     denominated  in Lira with three  Italian  banks  bearing  interest  between

<PAGE>

     5.650% to 8.625%. At May 31, 2001, the Company had $324,000 available under
     these line of credit agreements.  The Company has an additional  $1,500,000
     line of credit agreement for the Spanish subsidiary  denominated in Pesetas
     with a Spanish bank bearing interest at 5.8%. At May 31, 2001, the Company
     had $112,000 available under the Spanish line of credit agreement.

     In March 1995, the Company  refinanced its Deutsche Mark  denominated  debt
     through the issuance of a note payable to the  Company's  primary U.S. bank
     in Deutsche Marks with interest of LIBOR plus .375%.  At the same time, the
     Company  entered into an interest  rate swap  agreement  with the bank that
     expired  September  1998,  which  effectively  converted the note payable's
     floating rate to a fixed rate of 4.14% per annum up to September  1998. The
     note was retired in September 2000.

     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 $397,000.  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
     between 5.5% and 6.0%. Such lines are guaranteed by the Company. At May 31,
     2001,  the  Company  had  $296,922  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 includes a
     note payable to Bio-tek  Instruments,  Inc., a related party. (See Note 13)
     Interest rates range from 8.0% to 8.5% and maturity dates range from August
     2001 to January 2002.

     When the  Company  acquired  Gamma,  it  assumed a  mortgage  note that was
     collateralized  by a first  lien on Gamma  Biologicals'  land and  building
     located in northwest  Houston.  The mortgage  note matured in November 2000
     and bore  interest at the bank's  base rate,  but not less than 7% nor more
     than 13%.


     Aggregate maturities of all long-term obligations for each of the next five
     years and thereafter are as follows:
<TABLE>
<CAPTION>
     Year Ending May 31:
     <S>                                                           <C>
     2002                                                          $  8,330,138
     2003                                                            18,186,046
     2004                                                             5,057,838
     2005                                                             5,030,124
     2006                                                             9,778,976
     Thereafter                                                          55,332
                                                               -----------------
                                                                   $ 46,438,454
                                                               =================
</TABLE>
     On September 6, 2001 the Company reached a new agreement with its principal
     lender  which could affect the maturity  dates of the  Company's  long term
     obligations. See Note 17, Subsequent Events.

<TABLE>
<CAPTION>
5.  CAPITAL LEASE OBLIGATIONS
                                                                                              May 31,
                                                                                 -----------------------------------
                                                                                       2001              2000
                                                                                 -----------------  ----------------
    <S>                                                                              <C>                <C>
    Manufacturing  equipment, bearing  interest  at rates ranging from 5.46%  to
         9.89% and with maturities ranging from April 2003 to September 2005.        $   824,414        $   985,666
    Enterprise resource planning (ERP) computer system and related equipment,
         bearing  interest  at  rates  ranging  from  5.52%  to  8.23%  and with
         maturities ranging from June 2001 to December 2005.                           1,035,049            782,227
    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.                                                  253,602            357,351
    Office equipment,  bearing interest  at rates  ranging  from  4.54% to 10.5%
         and with maturities ranging from December 2003 to December 2005.                284,782            157,161
                                                                                 -----------------  ----------------
                                                                                       2,397,847          2,282,405
    Less current portion                                                                (768,142)          (618,240)
                                                                                 -----------------  ----------------

                                                                                     $ 1,629,705        $ 1,664,165
                                                                                 =================  ================
</TABLE>


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

     Aggregate  maturities of capital leases for each of the next five years and
     thereafter are as follows:
<TABLE>
<CAPTION>
     <S>                                                           <C>
     Year Ending May 31:
     2002                                                          $   768,142
     2003                                                              742,553
     2004                                                              455,977
     2005                                                              326,092
     2006                                                              105,083
                                                              -----------------
                                                                   $ 2,397,847
                                                              =================
</TABLE>

     Total imputed  interest to be paid out under existing  capital leases as of
     May 31, 2001 is $295,693.


6.   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  acknowledges  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 is LIBOR plus 1%, which was the Company's  current  borrowing rate. As
     of May 31,  2001,  the amount  owed to Immucor,  Inc.  is  $396,000  and is
     included in Loan to officer on the Balance Sheet.


7.   COMMON STOCK

     At May 31,  2001,  the  following  shares of Common  Stock are reserved for
     future issuance:
<TABLE>
<CAPTION>
         <S>                                                        <C>
         Common stock options - directors and employees             1,531,875
         Common stock warrants - other                                878,417
                                                                    ---------
                                                                    2,410,292
</TABLE>

     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.  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.

     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 and
     the ten-year warrants expiring in 2006.  Immucor has submitted the required
     registration to the Securities and Exchange  Commission for approval of the
     resale of the shares covered by both sets of 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 expire in September 2001. At May 31,
     2001, 375,000 warrants had been exercised.

     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.  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 $.01
     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.
<PAGE>

     If a person or a group acquires at least 15% ownership,  except in an offer
     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.


8.   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 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 FASB  Statement 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 Statement  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
     5.83%,  6.27% and  5.34% in fiscal  2001,  2000 and 1999  respectively,  no
     dividend  yields;  a volatility  factor of the expected market price of the
     Company's  common stock of 1.023 for 2001, .584 for 2000, and .525 for 1999
     based on quarterly closing prices since 1986; and an expected life of each
     option of eight 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>
                                                                              2001            2000           1999
                                                                              ----            ----           ----

     <S>                                                                   <C>               <C>            <C>
     Net (loss) income as reported                                         $(8,049,113)      $2,812,020     $3,561,024

     Pro forma net (loss) income                                           $(8,845,439)      $1,753,101     $2,980,206

     (Loss) earnings per share as reported:
          Basic                                                             $(1.10)          $ 0.36         $ 0.47
          Diluted                                                           $(1.10)          $ 0.33         $ 0.45

     Pro forma (loss) earnings per share:
          Basic                                                             $(1.21)          $ 0.23         $ 0.39
          Diluted                                                           $(1.21)          $ 0.21         $ 0.37
</TABLE>
<PAGE>

     Because  Statement 123 is applicable only to options granted  subsequent to
     May 31, 1995, its pro forma effect is not fully reflected until fiscal year
     2000.

     The Company is  authorized  to issue up to  1,531,875  shares of its Common
     Stock under various employee and director stock option arrangements.  These
     arrangements  include employee incentive plans and various voluntary salary
     reduction  plans.  Options granted under these plans become  exercisable at
     various  times and unless  exercised  expire at various dates through 2009.
     Transactions  involving these stock option  arrangements  are summarized as
     follows:

<TABLE>
<CAPTION>
                                                                                                        Weighted
                                                                                     Range               Average
                                                                                  of Exercise            Exercise
                                                              Shares                 Prices               Price
                                                        -------------------  ------------------------------------------

    <S>                                                       <C>              <C>        <C>             <C>
    Outstanding at May 31, 1998                               1,790,966        $3.130  -  15.375          $ 7.84
         Granted                                                779,750        $8.750  -   9.688          $ 9.35
         Exercised                                              (88,650)       $3.130  -   9.330          $ 6.43
         Canceled                                               (27,144)       $8.000  -  12.000          $ 8.41
                                                        -------------------

    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
         Canceled                                               (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                                                    -             -  -       -          $    -
         Canceled                                              (663,716)       $3.750  -  15.375          $ 9.29
                                                        -------------------

    Outstanding at May 31, 2001                               1,531,875        $2.550  -  14.500          $ 8.09
                                                        ===================
</TABLE>


     At May 31, 2000 and 1999,  options for 1,140,716  and  1,355,797  shares of
     Common Stock, respectively,  were exercisable, at weighted average exercise
     prices of $7.95 and $7.82, respectively.  At May 31, 2001, 1,381,871 shares
     of Common Stock were available for future grants.

     The  following  table as of May 31,  2001 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     Life (Years)               Shares      Exercise Price
                                      Price
     ---------------------         ------------- -------------- --------------          -------------- ----------------
        <S>        <C>                <C>                <C>             <C>                  <C>                <C>
        $ 2.55     $ 5.63               107,000          $4.38            8.7                  11,000            $5.50
          6.00       9.99             1,319,200           8.08            6.1                 947,525             7.65
         10.00      14.50               105,675          11.91            6.8                  34,625            10.62
                                   -------------                                        --------------
                                      1,531,875           8.09            6.3                 993,150             7.73
                                   =============                                        ==============
</TABLE>
<PAGE>


9.   EARNINGS PER SHARE

     The following  table sets forth the computation of basic and diluted (loss)
     earnings per share.
<TABLE>
<CAPTION>
                                                                                   Year Ended May 31,
                                                                   ----------------------------------------------------
                                                                         2001             2000              1999
      <S>                                                              <C>               <C>               <C>
      Numerator for basic and diluted earnings per share:
        Net (loss) income                                              $(8,049,113)      $2,812,020        $3,561,024
                                                                   ====================================================
      Denominator:
        For basic earnings per share - weighted average shares           7,286,163        7,713,229         7,645,769
        Effect of dilutive stock options and warrants                            -          806,992           312,844
                                                                   ----------------------------------------------------
        Denominator for diluted earnings per share -
        Adjusted weighted-average shares                                 7,286,163        8,520,221         7,958,613
                                                                   ====================================================

      Basic (loss) earnings per share                                     $(1.10)           $0.36             $0.47
                                                                   ====================================================

      Diluted (loss) earnings per share                                   $(1.10)           $0.33             $0.45
                                                                   ====================================================
</TABLE>

10.  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 $920,600 in fiscal 2001,  $945,300 in fiscal 2000
     and $776,800 in fiscal 1999.

     In  Germany,  the office  facility  is leased  from a company  owned by the
     family of a former officer. Rental payments under this lease were $165,000,
     $172,000 and $189,000 for fiscal 2001, 2000 and 1999, respectively.

     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, 2001:
<TABLE>
<CAPTION>
     Year Ending May 31:
     <S>                                                           <C>
     2002                                                          $ 1,160,783
     2003                                                            1,135,323
     2004                                                            1,025,298
     2005                                                              938,637
     2006                                                              353,103
     Thereafter                                                        531,990
                                                              -----------------
                                                                   $ 5,145,134
                                                              =================
</TABLE>

     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  sales of the  Company's  automated
     systems,  the  customers  are  committed  to  purchasing  reagent  products
     exclusively  from the Company and the Company is  committed  to supply such
     products based on the terms of the agreements.


     On July 1, 1999 the  Company  entered  into a  purchase  agreement  with an
     equipment  manufacturer for an instrument product currently marketed by the
     Company  which  requires  the  Company  to  purchase  a  minimum  number of
     instruments with an aggregate purchase price totaling $315,000 on or before
     July 1, 2001. The Company has purchased approximately $289,000 and $121,000
     for the fiscal years ended May 31, 2001 and May 31, 2000, respectively, and
     thus has met this requirement.
<PAGE>


     Contingencies

     During the quarter ended August 31, 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 until the
     cause of the difficulty is identified and corrected.  The Company  believes
     it has  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
     testing 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 has completed  these tasks and
     has submitted data to the FDA for expedited  review.  Upon clearance by the
     FDA,  the safety  alert for group and type  assays  will be  lifted.  These
     performance  issues  may result in further  delays in  customers  accepting
     instruments,  and  continue  to  affect  sales  of  reagents  used  in  the
     instruments,  and both of these  factors  will  adversely  impact sales and
     earnings.  In addition,  the Company has  received  requests for refunds on
     instruments already placed in service or requests for financial concessions
     attributable to inconveniences associated with these performance issues. As
     of May 31,  2001,  $0.76  million in credits  have been issued for ABS 2000
     instruments.  In the third  quarter,  the Company  recorded an allowance of
     $0.3 million for potential  future returns of ABS 2000  instruments.  These
     costs were treated as warranty costs and are included in cost of sales. The
     balance of the reserve at May 31, 2001 was $0.13  million.  A private label
     leasing company that finances customer purchases of ABS2000 instruments has
     advised  the  Company  that it is not  willing  to  provide  financing  for
     additional  purchases of this instrument until it satisfies itself that the
     performance  issues related to the ABS2000 are resolved to the satisfaction
     of the FDA.


     When the Company acquired Gamma Biologicals,  Inc. ("Gamma Biologicals") in
     October  1998,  Gamma   Biologicals  was  a  party  to  an  existing  legal
     proceeding. On May 12, 1998, Gamma Biologicals received notification that a
     claim of patent  infringement had been filed on that date in U.S.  District
     Court,  Southern  District  of Florida,  Miami  Division,  by Micro  Typing
     Systems,  Inc. and Stiftung fur  Diagnostiche  Forschung (the  Foundation).
     Subsequently,  in February 1999 the Company  received  notification  that a
     second claim was filed in the U.S. District Court for the Northern District
     of  Georgia,  against  Immucor,  Inc.  and  Gamma  Biologicals  for  patent
     infringement  on the  first  patent  described  above  and a second  patent
     recently  granted to the  Foundation.  The claim  alleged that the recently
     introduced  Gamma ReACT Test System  infringed  U.S.  patent No.  5,512,432
     granted to the Foundation on April 30, 1996 and U.S.  patent No.  5,863,802
     granted to the  Foundation  on January 26, 1999.  The  plaintiffs  sought a
     preliminary  and  permanent   injunction   against  the  continued  alleged
     infringement  by Gamma  Biologicals  and  Immucor,  and an award of  treble
     damages,  with  interest  and  costs and  reasonable  attorney's  fees.  On
     September  5,  2000 a  third  patent  was  issued  to the  Foundation.  The
     plaintiffs had asserted  infringement of this patent and sought to add this
     patent to the lawsuit. The Company, in light of this new patent,  evaluated
     its position and  negotiated a settlement  with the  Foundation.  Effective
     February  28, 2001 the Company no longer  markets the ReACT Test System and
     its related reagents.  The automated filling machine was turned over to the
     Foundation and all related  instruments  and  manufacturing  materials have
     been  destroyed.  The reserve for the lawsuit  that was  recorded  with the
     acquisition of Gamma  Biologicals  offset the majority of the costs to exit
     the ReACT market. Remaining charges of $166,500 of exit costs were recorded
     in the quarter ended February 28, 2001.


11.  INCOME TAXES

     Sources of (loss) income before income taxes are summarized below:
<TABLE>
<CAPTION>
                                                                                    Year Ended May 31,
                                                                   ------------------------------------------------------
                                                                         2001              2000               1999

    <S>                                                                <C>                 <C>               <C>
    Domestic Operations                                                $(3,877,674)        $2,629,676        $2,799,843
    Foreign Operations                                                  (3,705,987)         2,079,979         2,607,957
                                                                   -----------------  ----------------  -----------------

         Total                                                         $(7,583,661)        $4,709,655        $5,407,800
                                                                   =================  ================  =================
</TABLE>
<PAGE>


     The provision for income taxes is summarized as follows:
<TABLE>
<CAPTION>
                                                                                     Year Ended May 31,
                                                                   -------------------------------------------------------
                                                                         2001               2000               1999
    <S>                                                                   <C>              <C>                <C>
    Current:
         Federal                                                          $(34,169)        $  448,706         $  481,466
         Foreign                                                           934,472          1,317,178          1,083,622
         State                                                            (290,902)            52,641             56,643
                                                                   -----------------  -----------------  -----------------
                                                                           609,401          1,818,525          1,621,731
                                                                   -----------------  -----------------  -----------------
    Deferred:
         Federal                                                          (471,516)           123,913            181,162
         Foreign                                                            85,196            (59,340)            22,570
         State                                                             242,370             14,537             21,313
                                                                   -----------------  -----------------  -----------------
                                                                          (143,950)            79,110            225,045
                                                                   -----------------  -----------------  -----------------

    Income taxes                                                          $465,451         $1,897,635         $1,846,776
                                                                   =================  =================  =================
</TABLE>

     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 carryforwards.  Valuation allowances are established when necessary to
     reduce deferred tax assets to the amounts expected to be realized. 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  realizability  of these net operating  loss
     carryforwards 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, 2001
     and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                                            Year Ended May 31,
                                                                                  ---------------------------------------
                                                                                          2001                  2000
    <S>                                                                             <C>                   <C>
    Deferred tax liabilities:
             Amortization                                                           $     (895,400)       $     (902,368)
             Depreciation                                                               (1,431,273)           (1,558,230)
             Other                                                                        (847,103)             (768,023)
    Deferred tax assets:
             Reserves not currently deductible                                           1,030,915             1,411,319
             Operating loss carryforwards                                                2,452,814               740,563
             Uniform capitalization                                                        576,967               594,958
                                                                                  ------------------    -----------------
                                                                                           886,920              (481,781)
    Valuation allowance                                                                 (1,946,897)             (722,146)
                                                                                  ------------------    -----------------


    Net deferred tax liability                                                      $   (1,059,977)       $   (1,203,927)
                                                                                  ==================    =================
</TABLE>
<PAGE>


     The Company's effective tax rate differs from the federal statutory rate as
follows:
<TABLE>
<CAPTION>
                                                                                    Year Ended May 31,
                                                                      -----------------------------------------------
                                                                       2001                2000               1999

    <S>                                                                   <C>               <C>                 <C>
    Federal statutory tax rate                                            34%               34%                 34%
    State income taxes, net of federal tax benefit                         2                 1                   1
    Interest on state municipal obligations                                -                 -                  (1)
    Foreign Sales Corporation commissions                                  3                (5)                 (4)
    Higher effective income tax rates of other countries                 (26)                9                   4
    Excess of cost over tangible assets acquired - net                    (4)                6                   4
    Change in deferred tax valuation allowance                           (15)                -                  (9)
    Research and development tax credits                                   -                 -                   -
    Change in entity classification for Spanish subsidiary                (1)               (7)                  -
    Other                                                                  1                 2                   5
                                                                      --------           ---------          ---------

                                                                         (6%)               40%                 34%
                                                                      ========           =========          =========
</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 $0,
     $320,027,  and  $133,713  in  fiscal  2001,  2000 and  1999,  respectively.
     Additionally, the Company recorded income tax benefits of $57,348 in fiscal
     2001 and 2000 and $55,142 in 1999,  caused by patent  amortization  expense
     deductions  resulting  from a 1993  exercise  of stock  options  previously
     issued in connection with the  acquisition of certain  technology (see Note
     12). 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.

     In the U.S., the Company recorded a valuation  allowance of $1,109,139 as a
     reserve  against its net deferred tax assets.  The Company has domestic net
     operating  loss   carryforwards  of  $8,790,787.   The  Company's   Spanish
     subsidiary had net operating loss  carryforwards for income tax purposes of
     $710,934,  which  expire  in 2002,  2003 and  2004.  The  Company's  French
     subsidiary had net operating loss  carryforwards for income tax purposes of
     $380,395,  which  expire in 2002,  2003 and  2004.  The  Company's  Belgian
     subsidiary had net operating loss  carryforwards for income tax purposes of
     $932,918, which do not expire.


12.   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
     $435,200,   $409,300  and   $411,100  in  fiscal   2001,   2000  and  1999,
     respectively.

     In May 1997 Gamma Biologicals entered into a license agreement with Pasteur
     Sanofi  Diagnostics  ("Sanofi") with headquarters in France for the use and
     sale of their  microcolumn  test for the  detection  of  antibodies  called
     ReACT.  Under the terms of the  agreement the Company paid Sanofi a license
     fee of $200,000 and royalties  equal to 12% of the net sales from the ReACT
     products in six countries of Europe.  The  agreement  would have expired on
     the expiration of the patent of the technology. At the time of acquisition,
     Gamma Biologicals was a party to an existing legal  proceeding.  On May 12,
     1998,  Gamma  Biologicals  received  notification  that a claim  of  patent
     infringement had been filed on that date in U.S.  District Court,  Southern
     District of Florida,  Miami  Division,  by Micro Typing  Systems,  Inc. and
     Stiftung fur Diagnostiche Forschung (the Foundation).  During the course of
     the litigation,  an additional  patent was issued to the Foundation.  After
     this, the Company  evaluated its position and negotiated a settlement  with
     the Foundation.  Effective  February 28, 2001 the Company no longer markets
     the ReACT Test  System and its  related  reagents.  The  automated  filling
     machine was turned over to the Foundation and all related  instruments  and
     manufacturing  materials have been destroyed.  The license  agreement is no
     longer in effect with the settlement of the ReACT lawsuit.  The license was
     being  amortized  over 10 years and the  remaining  balance of $138,000 was
     written off with the settlement of the suit. See Note 10.  Commitments  and
     Contingencies.
<PAGE>


13.   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.

     During  fiscal  1996,  the Company  entered into a second  development  and
     manufacturing agreement with DYNEX Technologies,  Inc. ("DYNEX"). Under the
     terms of the agreement, DYNEX will design and manufacture a second analyzer
     known as the ABSHV utilizing the Company's Capture(R) technology which will
     be marketed by the Company to blood  donor  centers for donor  testing.  In
     exchange for reimbursing  DYNEX for its development  costs and pursuing FDA
     510(k) approval,  the Company is granted exclusive  distribution  rights to
     sell the instrument to blood banks and centralized and hospital transfusion
     laboratories.  In order  to  maintain  exclusive  distribution  rights  the
     Company must purchase 240 instruments over a three-year period beginning on
     the date FDA 510(k) clearance is granted.  If the Company does not purchase
     the minimum  amount of  instruments  within the time period  specified  the
     Company  has  the  right  to  continue  purchasing  the  instruments  on  a
     non-exclusive basis. Based upon the Company's current projections,  it does
     not appear that these minimums will be met.

     In April 1999 the Company  entered  into a  manufacturing  and  development
     agreement with Rosys Anthos AG ("Rosys") with  headquarters 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. Based on fiscal 2001 sales and purchases the Company presently
     believes  it will  maintain  its  exclusivity  rights  for the  term of the
     agreement.

     On  September  1,  1999,  the  Company  entered  into a  manufacturing  and
     development   agreement  with  Stratec   Biomedical  AG  ("Stratec")   with
     headquarters  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 2001, 2000 and 1999, the Company incurred $677,118,  $753,786 and
     $161,480,  respectively,  in  instrument  research  and  development  costs
     principally under these contracts.


<PAGE>


14.  DOMESTIC AND FOREIGN OPERATIONS

     Information  concerning  the Company's  domestic and foreign  operations is
     summarized below (in 000s):
<TABLE>
<CAPTION>
                                                                Year Ended May 31, 2001
                           ---------------------------------------------------------------------------------------------------
                                                                                   Note 1
                             U.S.        Germany        Italy        Canada        Other        Eliminations    Consolidated
<S>                         <C>           <C>           <C>           <C>           <C>          <C>             <C>
Net sales:

   Unaffiliated customers   $43,965       $8,502        $5,600        $5,367        $6,004             -         $69,438
   Affiliates                 7,036          384             -            85           206       $(7,711)              -
                           ---------    ----------    ----------    ----------    ---------     ------------    --------------
      Total                  51,001        8,886         5,600         5,452         6,210        (7,711)         69,438

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


Interest expense             (3,163)        (172)          (44)         (278)          (90)            -          (3,747)
Interest income                  28           19             7             -             3             -              57

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

Long-lived assets            60,916        3,181         2,427         7,236         2,692       (24,421)         52,031
Identifiable assets          91,462        9,332        10,259         9,819         7,861       (32,920)         95,813
Net assets                   38,461        3,953            46         2,461        (2,013)      (13,065)         29,843

                                                                Year Ended May 31, 2000
                           ---------------------------------------------------------------------------------------------------
                                                                                   Note 1
                             U.S.        Germany        Italy        Canada        Other        Eliminations    Consolidated
Net sales:
   Unaffiliated customers   $48,105       $9,302        $6,656        $5,195        $7,283             -         $76,541
   Affiliates                 6,695          548             -           262         2,663      $(10,168)              -
                           ---------    ----------    ----------    ----------    ---------     ------------    --------------
      Total                  54,800        9,850         6,656         5,457         9,946       (10,168)         76,541

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

Long-lived assets            63,477        3,340         2,415         7,551         4,826       (24,976)         56,633
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

                                                                Year Ended May 31, 1999
                           ---------------------------------------------------------------------------------------------------
                                                                                   Note 1
                             U.S.        Germany        Italy        Canada        Other        Eliminations    Consolidated
Net sales:
   Unaffiliated customers   $34,842      $10,246        $6,804        $4,368        $3,265             -         $59,525
   Affiliates                 5,100          381            15           160           647       $(6,303)              -
                           ---------    ----------    ----------    ----------    ---------     ------------    --------------
      Total                  39,942       10,627         6,819         4,528         3,912        (6,303)         59,525

Income from operations        2,912        1,537           774         1,167           (96)           15           6,309


Interest expense               (909)         (44)           (2)         (436)          (25)            -          (1,416)
Interest income                 241           44            28             -             -             -             313

Income tax expense              740          750           (65)          388            33             1           1,847

Long-lived assets            53,259        3,917         2,409         7,965         4,263       (16,810)         55,003
Identifiable assets          85,366        8,180        10,064         9,616         9,334       (22,826)         99,734
Net assets                   41,632        5,022        (1,286)        1,755         1,327        (8,397)         40,053

                           ---------------------------------------------------------------------------------------------------
</TABLE>

Note  1: Included in "Other" are net sales,  income from operations, interest
      expense,  interest  income,  income tax  expense,   long-lived  assets,
      identifiable assets and net assets of Spain, Portugal, France, Belgium,
      and the Netherlands.


<PAGE>


     During the years ended May 31,  2001,  2000 and 1999,  the  Company's  U.S.
     operations made net export sales to unaffiliated customers of approximately
     $5,782,000, $6,712,000, and $5,558,000,  respectively. The Company's German
     operation  made net export sales to  unaffiliated  customers of $1,093,000,
     $1,515,000 and $1,309,000 for the years ended May 31, 2001, 2000, and 1999,
     respectively.  The Company's  Canadian  operation  made net export sales to
     unaffiliated  customers of  $2,361,000,  $2,224,000  and $2,542,000 for the
     years ending May 31, 2001, 2000, and 1999, respectively.

     Product sales to affiliates are valued at market prices.


15.  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.  The Company  matches a portion of employee  contributions  to the
     plan.  During the years ended May 31, 2001,  2000 and 1999,  the  Company's
     matching  contributions  to the plan were $284,000,  $184,000 and $149,000,
     respectively.  Vesting in the Company's matching  contributions is based on
     years of continuous service.


16.  QUARTERLY FINANCIAL DATA (UNAUDITED)

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

FISCAL 2000
First Quarter              $18,930       $ 9,976          $  2,233          $  1,219             $0.16            $0.14
Second Quarter              20,250        10,981             2,935             1,440              0.19             0.17
Third Quarter               19,201        10,176             2,015               838              0.11             0.10
Fourth Quarter              18,160         9,000               176              (685)            (0.09)           (0.09)
                      -------------- ------------- ----------------- -----------------
                           $76,541       $40,133          $  7,359          $  2,812             $0.36            $0.33
                      ============== ============= ================= =================
</TABLE>

17.  SUBSEQUENT EVENTS

     On December  28, 2000 the Company  initiated  arbitration  against  Becton,
     Dickinson  and Company with the American  Arbitration  Association  to take
     place in Santa Clara  County,  California.  The  Company's  claims  against
     Becton,  Dickinson and Company related to a Distributor  Agreement  between
     the Company and Biometric Imaging, Inc., and Becton,  Dickinson and Company
     became a party to this agreement when they acquired Biometric Imaging, Inc.
     in 1999.  The Company  alleged that Becton,  Dickinson  and Company  either
     intentionally,  recklessly or negligently  failed to supply medical testing
     instruments  and assay test kits and either  intentionally,  recklessly  or
     negligently  supplied  defective  assay  test  kits  in  violation  of  its
     obligations under this Distributor Agreement. On June 12, 2001, the Company
     announced  that it had reached a  settlement  with  Becton,  Dickinson  and
     Company.  The settlement  calls for Becton to pay Immucor,  Inc. a total of
     $1.8  million,  payable  in two  installments.  The first  payment  of $1.2
     million  was made on June 11,  2001,  with the second  installment  of $0.6
     million payable not later than April 1, 2002. This settlement  represents a
     reimbursement  for asset impairment and lost profits.  In return,  Immucor,
     Inc.  agrees to give up its right to distribute  the IMAGN  instrument  and
     associated  reagents in Italy and  Portugal and to  cooperate  with Becton,
     Dickinson and Company in the transition of the Italian and Portuguese IMAGN
     customers.  Assets  related to IMAGN that will be written  off  approximate
     $1.0 million.

     As of May 31, 2001 the Company had paid all principal and interest payments
     under the Loan Agreement.  But as a result of the  nonrecurring  charges to
     earnings,  recent  losses,  and  other  factors,  the  Company  was  not in
     compliance  with  covenants  in its  agreement  with its  principal  lender
     requiring  the Company to  maintain  specified  ratios of (i) fixed  charge
     coverage,  (ii) funded debt to EBITDA  (earnings  before  interest,  taxes,
     depreciation,   and  amortization),   (iii)  leverage,  and  (iv)  interest
     coverage. The Company's non-compliance with the leverage ratio covenant was

<PAGE>

     also  affected  by the  Company's  write-down  of  goodwill  related to its
     Belgian   and   French   operations--see    Management's   Discussion   and
     Analysis--Operating Expenses. These covenant violations impacted all of the
     Company's outstanding term loan and lines-of-credit.


     On September 6, 2001 the Company successfully  completed  negotiations with
     its  primary  lender  to  issue  a  waiver  of  covenant  defaults  and  to
     temporarily  reset the loan covenants to the Loan Agreement  dated February
     23,  2001. A waiver fee of $750,000  will be paid in twelve  equal  monthly
     payments  beginning  September 30, 2001. Any remaining balance will be paid
     upon receipt of junior capital. The interest rate on the revolving lines of
     credit  and Term Loan A will be prime  plus .50% and the  interest  rate on
     Term Loan B will be prime plus 2.00%. The Company is required to meet
     quarterly and cumulative  EBITDA  covenants in addition to quarterly senior
     funded debt to EBITDA  ratios.  Once the  Company's  trailing  twelve-month
     Senior  Funded Debt to EBITDA  reaches  2.50 to 1 or less the Company  will
     revert back to the pricing matrix as stated in the Loan Agreement.

     An additional  requirement  of the waiver is that the Company  successfully
     obtain a minimum of $5.0 million in junior capital by December 31, 2001. If
     the Company is not  successful,  the lender will earn an additional  fee of
     $450,000 payable in twelve equal monthly installments beginning January 31,
     2002.  The  lender  will also  fully earn  warrants  of  750,000  shares of
     Immucor,  Inc.  Common Stock issued at the then current market price of the
     stock.  If the Company meets all of its quarterly  EBITDA  covenants and no
     other  events of  default  are then  occurring,  the lender  will  return a
     portion of the warrants to the Company based on when the Company raises the
     junior  capital after  December 31, 2001.  Specifically,  562,500  warrants
     would be  returned  if the $5.0  million  of  junior  capital  is raised by
     January 31, 2002, 375,000 warrants would be returned if the $5.0 million of
     junior capital is raised by February 28, 2002,  and 187,500  warrants would
     be  returned if the $5.0  million of junior  capital is raised by March 31,
     2002. If the junior capital is not received by December 31, 2001,  then the
     revolving  lines of credit and Term Note A would be re-priced at prime plus
     2.0% and Term Note B would be  repriced at prime plus 4.0% until the junior
     capital is  received.  If the junior  capital is not  received by April 30,
     2002 all existing  credit  facilities  would be reset to mature on February
     28, 2003.



<PAGE>

<TABLE>
<CAPTION>
IMMUCOR, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MAY 31, 2001, 2000 AND 1999
-------------------------------------------------------------------------------------------------------------------------


                                                                            Charged
                                         Balance at       Charged to        to Other                          Balance
                                          Beginning        Costs and        Accounts         Deductions       at End
                                          of Period         Expense          (Note 1)        (Note 2)         of Period
                                        ---------------------------------------------------------------------------------
<S>                                        <C>                <C>              <C>            <C>             <C>
2001:
   Allowance for doubtful accounts         $1,164,582         $673,997         $      0       $(594,091)      $1,244,488
                                           ==========         ========         ========       ==========      ==========
   Valuation reserve for deferred
     income tax assets                       $722,146       $1,224,751         $      0        $      0       $1,946,897
                                             ========       ==========         ========        ========       ==========
2000:
   Allowance for doubtful accounts           $804,470         $452,983         $      0        $(92,871)      $1,164,582
                                             ========         ========         ========        =========      ==========
   Valuation reserve for deferred
     income tax assets                       $589,623         $132,523         $      0        $      0         $722,146
                                             ========         ========         ========        ========         ========
1999:
   Allowance for doubtful accounts           $502,372         $116,031         $236,902        $(50,835)        $804,470
                                             ========         ========         ========        =========        ========
   Valuation reserve for deferred
     income tax assets                       $745,988         $      0         $      0       $(156,365)        $589,623
                                             ========         ========         ========       ==========        ========

</TABLE>

Note       1: "Charged  to  Other Accounts"  represents  allowance  for doubtful
           accounts of acquired businesses at date of acquisition.

Note       2: "Deductions" 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.



<PAGE>

                                    PART III

Item 10.--Directors and Executive Officers of the Registrant.
<TABLE>
<CAPTION>

                                                                                                  Director
Name                             Age            Position with Company                               Since

<S>                              <C>   <C>                                                          <C>
Edward L. Gallup                 62    Chairman of the Board of Directors, President and            1982
                                       Chief Executive Officer
Didier L. Lanson                 51    Director                                                     1989
Dennis M. Smith, Jr., M.D.       49    Director                                                     1998
Ralph A. Eatz                    57    Director and Senior Vice President-- Operations              1982
G. Bruce Papesh                  54    Director                                                     1995
Joseph E. Rosen                  57    Director                                                     1998
Dr. Gioacchino De Chirico        48    Director, Director of European Operations and                1994
                                       President of Immucor Italia S.r.l
Daniel T. McKeithan              77    Director                                                     1983
</TABLE>


     Edward L. Gallup has been Chairman of the Board of Directors, President and
Chief Executive Officer of the Company since its founding. Mr. Gallup has worked
in the blood banking business for over 35 years.

     Ralph A. Eatz, who has been working in the blood banking  reagent field for
over 30 years,  has been a  director  and Vice  President  -  Operations  of the
Company  since its  founding,  and Senior  Vice  President  -  Operations  since
December 1988.

     Dr.  Gioacchino De Chirico has been Director of European  Operations  since
May 1998 and President of Immucor Italia S.r.l.  since February 1994.  From 1989
until 1994,  he was employed in the United States by Ortho  Diagnostic  Systems,
Inc., a Johnson and Johnson Company, as General Manager,  Immunocytometry,  with
worldwide  responsibility.  From 1979 until 1989,  he was with Ortho  Diagnostic
Systems,  Inc.,  in  Italy,  where he began as a sales  representative  and held
several management  positions,  including Product Manager and European Marketing
Manager for Immunology and Infectious  Disease  products.  Immucor Italia S.r.l.
was acquired by the Company on September 30, 1991.

     Daniel T. McKeithan has been a director of the Company since February 1983.
Since 1986, he has served as a consultant to health care  companies.  From April
1979 until March 1986 he was  employed  by Blood  Systems,  Inc.,  a supplier of
blood and blood  products,  as a general manager and as Executive Vice President
of Operations.  Mr. McKeithan also has 30 years experience in pharmaceutical and
diagnostic products with Johnson and Johnson,  Inc.,  including Vice President -
Manufacturing of the Ortho Diagnostic Systems Division.

     Didier L.  Lanson has been a director of the Company  since  October  1989.
Since April 1, 2000, he has served as CEO of a start up company  GenOdyssee S.A.
in Paris,  France.  GenOdyssee  provides to the  pharmaceutical,  diagnostic and
biotech  industry  a full range of  post-genomics  services:  Single  Nucleotide
Polymorphism  (SNP)  discovery,  high throughput SNP  genotyping,  and proteomic
services   dedicated   to  the   characterization   of  chemical   and  physical
modifications  of mutant proteins active sites.  From September 1992 until March
1999, he served as Vice  President,  Europe  ('92-97) and Vice President  Global
Operations  and  International  Affairs  ('97-'99) of SyStemix  Inc., a Novartis
Company. He was a Director and the President and CEO of Diagnostics  Transfusion
("DT"),  a French  corporation  which  develops,  manufactures  and  distributes
reagent products from 1987 until April 1991.

     G. Bruce Papesh has been a director of the Company since  December 1995. He
is a co-founder of Dart,  Papesh & Co., an East Lansing,  Michigan based company
that provides investment  consulting and other financial services. He has served
as President  of Dart,  Papesh & Co. Inc.,  since 1987.  Mr.  Papesh has over 30
years of  experience  in  investment  services  while  serving  in  stockbroker,
consulting  and  executive  management  positions.  Mr.  Papesh also serves as a
Director and Stock Option  Committee  Member of Neogen  Corporation,  a maker of
products dedicated to food and animal safety.

     Dennis M. Smith,  Jr.,  M.D. has been a director of the Company since April
1998. He currently is, and for the last six years has been,  the Chairman of the
Section of  Pathology  and the  Director of  Laboratories  at Columbia  Memorial
Hospital in Jacksonville,  Florida.  In addition to these duties, Dr. Smith is a
member of the Board of  Directors  of  Medical  Equity  Partners,  Jacksonville,
Florida; Vice President of Laboratory Physicians,  St. Petersburg,  Florida; and

<PAGE>

Senior Vice  President and Medical  Director of  AmeriPath,  Inc. Dr. Smith is a
past  president  of the  American  Association  of Blood Banks and is  currently
Chairman of the Board of Trustees of the National Blood Foundation.  He has over
23 years of experience in the medical field.

     Joseph E. Rosen has been a director of the Company since April 1998. He has
been employed by Sera-Tec Biologicals since its inception in 1969 and has served
as its President for the past fifteen years.  Mr. Rosen is currently  serving as
Chairman of the Board of the American Blood  Resources  Association,  the plasma
industry trade group, and has been a member of the Board of Directors of several
public and private health care companies.  He has over 30 years of experience in
the blood banking industry.

Executive Officers
<TABLE>
<CAPTION>

Name                             Age        Position with Company                                    Since

<S>                              <C>     <C>                                                          <C>
Edward L. Gallup                 62      President and Chief Executive Officer                        1982
Ralph A. Eatz                    57      Senior Vice President-- Operations                           1982
Dr. Gioacchino De Chirico        48      Director of European Operations and                          1994
                                         President of Immucor Italia S.r.l
Steven C. Ramsey                 52      Vice President-- Chief Financial Officer and Secretary       1998
Patrick Waddy                    44      President of Dominion Biologicals Limited and                1996
                                         European Finance Director
</TABLE>

     Steven C. Ramsey has been Vice President and Chief Financial  Officer since
March 1998. Prior to such time, Mr. Ramsey worked for six years at International
Murex Technologies  Corporation,  the last three as Chief Financial Officer.  He
has more than 26 years of financial management experience.

     Patrick Waddy has been the European  Finance Director since March 1999. Mr.
Waddy has been with Dominion Biologicals Limited since March 1988 and has served
as President for the past six years. The Company acquired  Dominion  Biologicals
in December 1996.

     There are no family  relationships  among any of the directors or executive
officers of the Company.


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Securities and Exchange  Commission  thereunder require the Company's  executive
officers  and  directors  and  persons  who own  more  than ten  percent  of the
Company's Common Stock, as well as certain  affiliates of such persons,  to file
initial  reports of ownership and changes in ownership  with the  Securities and
Exchange Commission.  Executive officers, directors and persons owning more than
ten  percent of the  Company's  Common  Stock are  required  by  Securities  and
Exchange  Commission  regulations  to furnish  the  Company  with  copies of all
Section  16(a)  reports  they file.  Based solely on its review of the copies of
such reports  received by it and written  representations  that no other reports
were required for those persons,  the Company  believes that,  during the fiscal
year ended May 31, 2001,  all filing  requirements  applicable  to its executive
officers,  directors and owners of more than ten percent of the Company's Common
Stock were met.

<PAGE>



Item 11.--Executive Compensation.

     The  following  table sets forth the  compensation  earned by the Company's
Chief Executive  Officer and all of the Company's  other executive  officers for
services  rendered in all  capacities  to the Company for the last three  fiscal
years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                                                                                                                 Long Term
                                                                                                               Compensation
                                                  Annual Compensation                                             Awards
                                     -----------------------------------------------                          ----------------
                                                                                                                Securities
             Name and                                                                     Other Annual          Underlying
        Principal Position               Year       Salary           Bonus (1)          Compensation (2)        Options (3)
------------------------------------    -------    ----------    -------------------    ------------------    ----------------

<S>                                      <C>         <C>               <C>                     <C>                <C>
Edward L. Gallup                         2001        $225,008          $      0                $40,626                 -
Chairman of the Board, President         2000         218,743             4,875                 44,053                 -
and Chief Executive Officer              1999         206,601            55,209                 29,609            80,000

Ralph A. Eatz                            2001         218,562             3,511                 32,306                 -
Director and Senior Vice                 2000         212,316             5,482                 32,061                 -
President - Operations                   1999         200,579            55,177                 20,830            80,000

Dr. Gioacchino De Chirico (4)            2001         205,746                 -                 16,624                 -
President, Immucor Italia, S.r.l. and    2000         197,833                 -                 16,624                 -
Director of European Operations          1999         175,565                 -                 13,100            80,000

Steven C. Ramsey (5)                     2001         181,712             3,449                  2,500                 -
Vice President - Chief Financial         2000         179,649             4,342                  2,000                 -
Officer and Secretary                    1999         178,946                 -                      -            30,500

Patrick Waddy (6)                        2001          78,000                                        -                 -
President of Dominion Biologicals        2000          81,505             4,075                  2,500                 -
Limited and European Finance             1999          69,260            25,719                  2,500            30,500
Director

</TABLE>


(1)      Represents  amounts  the  Company  contributed to the 401(k) retirement
         plan on  behalf of the named executive officers, a bonus for Mr. Gallup
         and Eatz of $50,000 and Mr. Waddy of $22,256, in 1999.

(2)      Includes  the value  of life  insurance premiums  and  an allowance for
         automobile expenditures for each  of the above named executive officers
         as follows:  For  2001 - for Mr.  Gallup,  Eatz, De Chirico, Ramsey and
         Waddy, life insurance premiums  of $31,026, $22,706, $7,024, $2,500 and
         $0 respectively, and an allowance  for automobile  expenditures for Mr.
         Gallup,  Eatz and  Dr. De Chirico  of $9,600 each.  For  2000 - for Mr.
         Gallup, Eatz, De Chirico,  Ramsey and Waddy, life insurance premiums of
         $34,453,  $22,460,  $7,024,  $2,000 and  $2,500  respectively,  and  an
         allowance for automobile  expenditures  for Mr. Gallup, Eatz and Dr. De
         Chirico of $9,600 each. For 1999 - for Mr. Gallup, Eatz, De Chirico and
         Waddy, life  insurance  premiums of $20,009, $11,230, $3,500 and $2,500
         respectively,  and an  allowance  for  automobile  expenditures for Mr.
         Gallup, Eatz and Dr. De Chirico of $9,600 each.

(3)      Includes stock options granted for each  of the above named officers as
         follows: For  2001 and  2000 - No  options were  granted  to  executive
         officers  during the fiscal year.  For 1999 - for Mr. Gallup, Eatz, and
         Dr.  De Chirico 25,000  shares each and 7,500 shares for Mr. Ramsey and
         Waddy  under  the  1995  Stock  Option  Plan  to purchase shares of the
         Company's  Common  Stock  at  an  exercise price of $9.6875. 50% of the
         options  are  exercisable  beginning  July  31, 2000, and  25% per year
         thereafter. For Mr. Gallup, Eatz, and Dr. De Chirico 55,000 shares each
         and 23,000 shares  for Mr. Ramsey and Waddy under the 1998 Stock Option
         Plan to  purchase shares  of the  Company's Common Stock at an exercise
         price of $9.375. 50% of the  options are exercisable beginning April 9,
         2001, and 25% per year thereafter.

(4)      For 1999 - includes a bonus of $50,000  for Dr. De Chirico,   which  is
         included in the Annual  Compensation of Salary.
<PAGE>

(5)      For 1999 - includes a bonus of $8,000 for Mr. Ramsey, which is included
         in the Annual Compensation of Salary.   Mr. Ramsey assumed the position
         of Vice President and Chief Financial Officer in April 1998.

(6)      Mr.  Waddy  became an employee of the Company  upon the acquisition  of
         Dominion  Biologicals  Limited in December 1996.


Option Holdings

     The table below presents information concerning option exercises during the
     past fiscal year and the value of unexercised options held as of the end of
     the  fiscal  year  by  each  of  the  individuals  listed  in  the  Summary
     Compensation Table.
<TABLE>
<CAPTION>
                                  FISCAL YEAR-END OPTION VALUES

                                                  Number of Securities
                                                 Underlying Unexercised             Value of Unexercised
                                                       Options at                 In-the-Money Options at
                                                      May 31, 2001                    May 31, 2001 (1)
                                                      ------------                    ----------------
                                                Exercisable  Unexercisable       Exercisable   Unexercisable
                                              ------------------------------    -----------------------------
           <S>                                    <C>            <C>                  <C>            <C>
           Edward L. Gallup                       100,000        40,000               0              0

           Ralph A. Eatz                          100,000        40,000               0              0

           Dr. Gioacchino De Chirico              115,000        40,000               0              0

           Steven C. Ramsey                        37,750        22,750               0              0

           Patrick Waddy                          266,389        15,250               0              0

</TABLE>

 (1)     Based on the  amount that  the closing price exceeds the exercise price
         for the Common Stock on May 31, 2001. None of the stock option exercise
         prices exceeded the May 31, 2001 closing price of $2.55, as reported by
         NASDAQ. Consequently there was no value related to these stock options.

Employment Contracts, Termination of Employment and Change of Control
   Arrangements

     The Company has in effect  employment  agreements (the  "Agreements")  with
five of its  executive  officers.  The Company  entered into written  employment
agreements  with Edward L. Gallup and Ralph A. Eatz on October  13,  1998.  Each
agreement is for a five-year term and automatically renews for a five-year term,
unless sooner  terminated.  The agreements  provide base salaries for Mr. Gallup
and Mr. Eatz of $219,668 and $213,243, respectively. The agreements also contain
covenants  prohibiting  Mr.  Gallup and Mr.  Eatz from  disclosing  confidential
information  and from competing with the Company,  both during and for specified
periods after the termination of their employment.


     The  agreements  with Mr.  Gallup and Mr. Eatz obligate the Company to make
certain  payments  to them in  certain  circumstances  if  their  employment  is
terminated.  If the Company  terminates the employment of Mr. Gallup or Mr. Eatz
"without cause", then Mr. Gallup or Mr. Eatz would continue to be compensated at
a rate equal to their average  annual  compensation  (that is, their base salary
plus their  average bonus over the last two years) for the remainder of the five
year period as renewed,  and such amounts would be paid over such period of time
rather than in a lump sum.  "Cause" is defined in the  agreements  generally  to
include  dishonesty,  embezzlement,  continuing  inability or refusal to perform
reasonable  duties  assigned  to  him,  and  moral  turpitude.  If  the  Company
terminates  the  employment  of Mr.  Gallup or Mr. Eatz within two years after a
change of control,  or if Mr. Gallup or Mr. Eatz terminate  their own employment
within 60 days after a change of control,  then the Company instead must pay Mr.
Gallup  or Mr.  Eatz a lump  sum  equal  to  five  times  their  average  annual
compensation,  plus certain  additional  amounts to compensate Mr. Gallup or Mr.
Eatz if such  payments  subject Mr.  Gallup or Mr. Eatz to a federal  excise tax
under  Section 4999 of the Internal  Revenue Code.  The  Company's  agreement to
compensate  these  executives in connection with a change of control is designed
to secure for the Company such  executives' full time and attention to negotiate
the best deal for the Company and its  shareholders  in the event of a change of
control without such executives  being  distracted by the effects of such change
of control upon their own financial interest.


     The Company has in effect an employment  agreement  with Dr.  Gioacchino De
Chirico entered into on December 31, 1993. The Agreement  renews for a period of
five years from each anniversary date unless sooner  terminated based upon sales
performance  of Immucor  Italia,  S.r.l.  The  Company  may only  terminate  the
employment  agreement "for cause",  as defined in the agreement.  If the Company
terminates the employment of the Employee  "without  cause",  the Employee would
receive  his base  annual  salary for the  remainder  of the five year period as

<PAGE>

renewed upon such  termination.  On October 13, 1998 the Company  entered into a
Severance  Agreement  with  Dr.  De  Chirico  which  clarifies  the  rights  and
obligations  of the parties in the event of a change of control.  If the Company
terminates  the  employment of Dr. De Chirico within two years after a change of
control, or if he terminates his own employment within 60 days after a change of
control,  then the Company  instead  must pay Dr. De Chirico a lump sum equal to
five times his average annual compensation. Dr. De Chirico has agreed to refrain
from  competition with Immucor Italia,  S.r.l.  following the termination of the
agreement for a period of two years if he is terminated without cause, and for a
period  of  four  years  if he is  terminated  for  cause  or if he  voluntarily
terminates the agreement.


     The Company has in effect an employment agreement with Mr. Steven C. Ramsey
entered into on October 13, 1998 which  clarifies the rights and  obligations of
the parties in the event of a change of control.  If the Company  terminates the
employment of Mr.  Ramsey  within two years after a change of control,  or if he
terminates his own employment within 60 days after a change of control, then the
Company  instead  must pay Mr.  Ramsey a lump sum equal to two times his average
annual  compensation.  The  Agreement  renews for a period of twelve months from
each anniversary date unless sooner terminated. Mr. Ramsey has agreed to refrain
from competition with Immucor for a period of two years after his employment has
terminated and for any additional period that he is compensated by the Company.

     The Company has in effect an employment  agreement  with Mr.  Patrick Waddy
entered into on October 13, 1998 which  clarifies the rights and  obligations of
the parties in the event of a change of control.  If the Company  terminates the
employment  of Mr.  Waddy  within two years after a change of control,  or if he
terminates his own employment within 60 days after a change of control, then the
Company  instead  must pay Mr.  Waddy a lump sum equal to two times his  average
annual  compensation.  The  Agreement  renews for a period of twelve months from
each anniversary date unless sooner terminated.  Mr. Waddy has agreed to refrain
from competition with Immucor for a period of two years after his employment has
terminated and for any additional period that he is compensated by the Company.


Compensation of Directors

     Members of the Board of Directors,  who are not also executive  officers of
the Company, receive $500 per meeting and are reimbursed for all travel expenses
to and from meetings of the Board. In addition, the Company provides each of the
non-employee  directors a grant of an option to purchase shares of the Company's
Common Stock upon their  election as a director at the stock's then current fair
market  value,  and at the direction of the Board,  they may receive  additional
options. The amount of shares subject to the option is determined at the time of
the grant. There were no stock option grants to directors during the fiscal year
ended May 31, 2001.


Compensation Committee Interlocks and Insider Participation

     The Compensation Committee has responsibility for determining the types and
amounts of executive compensation, including setting the number of stock options
that can be granted to executive officers as a group. Messrs. McKeithan,  Papesh
and Lanson are members of the Compensation Committee. The Stock Option Committee
determines the number of shares to be granted to individual  executive officers.
Messrs. Gallup, Eatz, Rosen and Smith are members of the Stock Option Committee.
Mr. Ramsey attends the meetings of the Compensation  Committee at the request of
the Board of Directors. Neither Mr. McKeithan, Mr. Papesh, Mr. Lanson, Mr. Rosen
nor Dr.  Smith  are,  nor have they ever  been,  officers  or  employees  of the
Company.  Edward L. Gallup and Ralph A. Eatz are the  founders  of the  Company,
have been  directors and executive  officers of the Company since its inception,
and each of them participates in decisions on all stock options granted.


<PAGE>


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

     The following table sets forth as of July 31, 2001, the number of shares of
Common Stock of Immucor  beneficially owned by each director and other reporting
insiders of the  Company,  and by each  person  known to the Company to own more
than 5% of the outstanding  shares of Common Stock,  and by all of the executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>

Name of Beneficial Owner                     Amount and Nature
(and address for those                         of Beneficial         Percent
owning more than five percent)                Ownership of (1)     of Class(1)
------------------------------                ----------------     -----------
<S>                                               <C>      <C>          <C>
Edward L. Gallup                                  216,357  (2)          3.0%

Ralph A. Eatz                                     294,526  (2)          4.1%

Dr. Gioacchino De Chirico                         124,250  (3)          1.7%

Steven C. Ramsey                                   44,625  (4)            *

Patrick D. Waddy                                  299,264  (5)          4.1%

Didier L. Lanson                                   15,000  (6)            *

Daniel T. McKeithan                                54,778  (7)            *

G. Bruce Papesh                                    15,100  (8)            *

Dennis M. Smith, Jr., M.D.                         70,l00  (9)            *

Joseph E. Rosen                                    11,000  (9)            *

Kairos Partners LP                                728,170  (10)         10.0%
Kairos Partners GP, LLC
Aim High Enterprises, Inc.
Stone Gate Partners, LLC
c/o Aim High Enterprises, Inc.
600 Longwater Dr., Suite 204
Norwell, MA 02061

Dimensional Fund Advisors, Inc.                   715,562  (11)         9.8%
1299 Ocean Ave.  11th Floor
Santa Monica, CA 90401-1038

All directors and executive officers            1,145,000               15.7%
as a group (ten persons)
</TABLE>

         * less than 1%.


(1)      Pursuant to Rule 13-3(d)(1) of the Securities Exchange Act of 1934, the
         persons  listed are  deemed to beneficially own shares of the Company's
         Common Stock if they have a right to acquire such stock within the next
         sixty days,  such as by  the exercise  of stock  options,  and any such
         common  stock  not   presently   outstanding  shall  be  deemed  to  be
         outstanding for the  purpose of computing the percentage of outstanding
         securities of the class owned by such person but shall not be deemed to
         be outstanding for the purpose of computing the percentage of the class
         owned by any other person.

(2)      Includes  for Messrs.   Gallup  and Eatz  an  option to acquire  60,000
         shares  at an exercise  price of $6.00,  an option  to  acquire  18,750
         shares at an exercise  price of $9.69,  and an option to acquire 27,500
         shares at an exercise price of $9.38.
<PAGE>

(3)      Includes  a  currently  exercisable  option to acquire 15,000 shares of
         Common Stock at an exercise price of $6.00, an option to acquire 60,000
         shares of Common Stock at an exercise price of $6.00, an option to
         acquire 18,750 shares of Common Stock at an exercise price of $9.69,
         and an option to acquire 27,500 shares at an exercise price of $9.38.

(4)      Includes  a currently  exercisable  option  to acquire 22,500 shares at
         $8.38 per share, a currently exercisable option to acquire 5,625 shares
         at  $9.69  per share  and an  option to  acquire  11,500  shares  at an
         exercise price of $9.38.

(5)      Includes  201,139  5-year warrants  at  an exercise price of $12.00 and
         50,000  10-year warrants  at  an exercise  price  of  $11.98  issued in
         connection  with  the  acquisition of  Dominion  Biologicals Limited, a
         currently  exercisable  option  to acquire  5,625  shares  at $9.69 per
         share, and an  option to  acquire 11,500 shares at an exercise price of
         $9.38.

(6)      Includes  a  currently  exercisable   option to acquire  10,000  shares
         at $6.00 per share and an option to  acquire 5,000 shares at $12.38 per
         share.

(7)      Includes a currently exercisable  option to  acquire  5,000  shares  at
         $12.38 per share.

(8)      Includes  a  currently  exercisable  option  to acquire  10,000  shares
         at $8.00 per share and a  currently exercisable option to acquire 5,000
         shares at $12.38 per share.

(9)      Includes  a  currently  exercisable  option to   acquire  7,500  shares
         at $8.88 per share and a  currently exercisable option to acquire 1,500
         shares at $12.38 per share.

(10)     A group consisting of Kairos Partners LP, Kairos Partners GP, LLC, Aim
         High Enterprises, Inc., and  Stone Gate Partners, LLC  reported in  its
         Schedule 13D  dated August 9, 2001  that it had  sole power to vote and
         dispose of 728,170 shares, or 10.0% of outstanding shares.

(11)     Dimensional Fund Advisors, Inc ("DFA") reported in a Schedule 13G dated
         February 16, 2001, that in its capacity as an investment adviser may be
         deemed to beneficially own 715,562 shares or 9.8% of the Company, which
         are held of  record  by  clients  of DFA. DFA indicated that it had the
         sole power to vote or to dispose of 715,562 shares.


Item 13.--Certain Relationships and Related Transactions.

     On June 6, 2000 Edward L. Gallup, President and CEO of Immucor, Inc., and a
member of the board of directors,  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  believes 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 is LIBOR plus 1%,  which was the  Company's  current  borrowing
rate. The largest aggregate amount due during the fiscal year ended May 31, 2001
was $396,000. As of July 31, 2001 the amount owed to Immucor, Inc. is $396,000.

<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
                   November  29, 2000) (incorporated by reference to Exhibit 3.2
                   to  Immucor, Inc.'s   quarterly  report on Form 10-Q filed on
                   January 16, 2001).

         4.1       Immucor, Inc. Shareholder Rights Plan, adopted April 16, 1999
                   (incorporated by  reference  to Exhibit 1 to  Immucor, Inc.'s
                   Current Report on Form 8-K dated April 16, 1999).

        4.2        Amendment No. 1 dated as of November 29, 2000 to  Shareholder
                   Rights Agreement  between Immucor,  Inc. and EQUISERVE  Trust
                   Company,  N.A.  (incorporated  by reference to Exhibit 4.2 to
                   Immucor  Inc.'s  quarterly  report  on  Form  10-Q  filed  on
                   January 16, 2001.

         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).
<PAGE>

         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 s era (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.

         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).
<PAGE>

         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).

         21        Subsidiaries of the Registrant.

         23.1      Consent of Ernst & Young LLP.

*Denotes a management contract or compensatory plan or arrangement.

(b)      Reports on Form 8-K

         On November 29, 2000, the Company filed a Form 8-K, relating to Item 9.
         Regulation FD Disclosure, the annual meeting of shareholders.

(c)      Exhibits

         The exhibits required to be filed  with this Annual Report on Form 10-K
         pursuant to Item 601, of Regulation  S-K are listed under "Exhibits" in
         Part IV, Item 14(a)(3)  of this  Annual  Report on Form 10-K,  and  are
         incorporated herein by reference.

(d)      Financial Statement Schedule

         The Financial Statement  Schedule required to be filed with this Annual
         Report on Form 10-K  is  listed under "Financial Statement Schedule" in
         Part IV, Item  14(a)(2)  of this  Annual  Report  on Form  10-K, and is
         incorporated herein by reference.


<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
         September 13, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behal f 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)
September 13, 2001

/s/ STEVEN C. RAMSEY
-----------------------------------------------------------------------
Steven C. Ramsey, Vice President - Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
September 13, 2001

/s/RALPH A. EATZ
-----------------------------------------------------------------------
Ralph A. Eatz, Director, Senior Vice President - Operations
September 13, 2001

/s/ PATRICK WADDY
-----------------------------------------------------------------------
Patrick Waddy, European Finance Director and President of Dominion
Biologicals Limited
September 13, 2001

/s/DANIEL T. MCKEITHAN
-----------------------------------------------------------------------
Daniel T. McKeithan, Director
September 13, 2001

/s/G. BRUCE PAPESH
-----------------------------------------------------------------------
G. Bruce Papesh, Director
September 13, 2001

/s/ DIDIER L. LANSON
-----------------------------------------------------------------------
Didier L. Lanson, Director
September 13, 2001

/s/ DR. GIOACCHINO DE CHIRICO
-----------------------------------------------------------------------
Dr. Gioacchino De Chirico, Director, Director of European Operations and
President of Immucor Italia S.r.l.
September 13, 2001

/s/ DENNIS M. SMITH
-----------------------------------------------------------------------
Dennis M. Smith, Jr., M.D., Director
September 13, 2001

/s/JOSEPH E. ROSEN
-----------------------------------------------------------------------
Joseph E. Rosen, Director
September 13, 2001


<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 for the fiscal quarter filed on January 16, 2001).

3.2        Amended and  Restated Bylaws (amended and restated as of November 29,
           2000)  (incorporated  by reference  to Exhibit 3.2 to Immucor, Inc.'s
           Quarterly Report on Form 10-Q filed on January 16, 2001).

4.1        Immucor,  Inc.  Shareholder  Rights  Plan,  adopted  April  16,  1999
           (incorporated  by  reference  to Exhibit 1 to Immucor, Inc.'s Current
           Report on Form 8-K dated April 16, 1999).

4.2        Amendment No. 1 dated as  of November 29, 2000 to Shareholder  Rights
           Agreememt  between Immucor,   Inc. and EQUISERVE Trust Company,  N.A.
           (incorporated by reference to Exhibit 4.2 to Immucor Inc.'s quarterly
           report on Form 10-Q filed on January 16, 2001.

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.

10.14*     1995 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).

10.15*     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 Repor t 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).

21         Subsidiaries of the Registrant.

23.1       Consent of Ernst & Young LLP

*Denotes a management contract or compensatory plan or arrangement.