________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

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


FOR THE FISCAL YEAR ENDED                     COMMISSION FILE NUMBER 0-19890 
    DECEMBER 31, 1996                                          

                              LIFECELL CORPORATION

     A DELAWARE                                  IRS EMPLOYER IDENTIFICATION
     CORPORATION                                 NO. 76-0172936

                           3606 RESEARCH FOREST DRIVE
                           THE WOODLANDS, TEXAS 77381

                         Telephone Number (281) 367-5368


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          Common Stock, $.001 Par Value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
     Yes[X]    No[ ]

     Indicate by check mark 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. [ ]

Aggregate market value of the voting stock (Common Stock and Series B Preferred
     Stock, assuming conversion of such Preferred Stock into Common Stock at the
     current conversion rate) held by non-affiliates of registrant as of March
     26, 1997 $40,933,000

                 Number of shares of registrant's Common Stock
                   outstanding as of March 26, 1997 6,754,761

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of registrant's proxy statement relating to the 1997 annual
meeting of stockholders have been incorporated by reference into Part III
hereof.
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         The Company hereby amends the following item of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (Commission File No.
0-19890 (the Form 10-K)) as set forth below:

         1. Item 14, "Exhibits, Financial Statement Schedules, and Reports on
Form 8-K" is hereby amended to provide for the incorporation of Exhibit 10.19 as
set forth herein:

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)  DOCUMENTS INCLUDED IN THIS REPORT:

     1.   FINANCIAL STATEMENTS                                             PAGE

     Report of Independent Public Accountants.............................  F-2
     Balance Sheets as of December 31, 1995 and 1996......................  F-3
     Statements of Operations for the years ended 
     December 31, 1994, 1995 and 1996.....................................  F-4
     Statements of Stockholders' Equity for the years 
     ended December 31, 1995 and 1996.....................................  F-5
     Statements of Cash Flows for the years ended 
     December 31, 1994, 1995 and 1996.....................................  F-6
     Notes to Financial Statements........................................  F-7

(B)  REPORTS ON FORM 8-K:

     During the quarter ended December 31, 1996, the Company filed (i) on
     November 27, 1996, a Current Report on Form 8-K dated as of November 18,
     1996, to report the private placement of equity securities of the Company;
     and (ii) on December 31, 1996, a Current Report on Form 8-K dated as of
     December 27, 1996, at the request of The Nasdaq Stock Market. The latter
     report included the Company's balance sheet as of November 30, 1996, and
     was filed to evidence the Company's compliance with The Nasdaq Stock
     Market's continuing listing requirements for SmallCap issuers.

(C)  EXHIBITS:

     Exhibits designated by the symbol * are filed with this Annual Report on
     Form 10-K. All exhibits not so designated are incorporated by reference to
     a prior filing as indicated.

     Exhibits designated by the symbol + are management contracts or
     compensatory plans or arrangements that are required to be filed with this
     report pursuant to this Item 14.
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         LifeCell undertakes to furnish to any stockholder so requesting a copy
of any of the following exhibits upon payment to the Company of the reasonable
costs incurred by Company in furnishing any such exhibit.

 EXHIBIT NO.                          DESCRIPTION

     3.1      Restated Certificate of Incorporation, as amended (incorporated by
              reference to Exhibit 4.1 to the Registrant's Current Report on
              Form 8-K dated November 18, 1996).

     3.2      Amended and Restated By-laws (incorporated by reference to Exhibit
              3.2 to the Registrant's Quarterly Report on Form 10-Q for the
              period ended June 30, 1996).

     4.1      Form of Series B Preferred Stock Certificate. (Previously filed).

     4.2      See Exhibit 10.21 -- Voting Agreement dated November 18, 1996,
              among LifeCell Corporation and certain stockholders named therein.
              (Previously filed).

     10.1+    Employment Agreement and accompanying Confidentiality, Inventions
              and Discoveries and Non-Competition Agreement dated January 28,
              1992, by and between the Registrant and Paul M. Frison
              (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to
              the Registrant's Registration Statement on Form S-1, Registration
              No. 33-44969, filed with the Commission on February 10, 1992).

     10.2+    Employment Agreement and accompanying Confidentiality, Inventions
              and Discoveries and Non-Competition Agreement dated January 28,
              1992, by and between the Registrant and Stephen A. Livesey
              (incorporated by reference to Exhibit 10.20 to Amendment No. 2 to
              the Registrant's Registration Statement on Form S-1, Registration
              No. 33-44969, filed with the Commission on February 10, 1992).

     10.3+    LifeCell Corporation Second Amended and Restated 1992 Stock Option
              Plan, as amended. (Previously filed).

     10.4+    LifeCell Corporation Second Amended and Restated 1993 Non-Employee
              Director Stock Option Plan, as amended. (Previously filed).

     10.5     Form of Confidentiality/Non-Compete Agreement (incorporated by
              reference to Exhibit 10.28 to the Registrant's Registration
              Statement on Form S-1, Registration No. 33-44969, filed with the
              Commission on January 9, 1992).

     10.6     Exclusive License Agreement dated June 6, 1986, between the
              Registrant and The Board of Regents of The University of Texas
              System (incorporated by reference to Exhibit 10.29 to the
              Registrant's Registration Statement on Form S-1, Registration No.
              33-44969, filed with the Commission on January 9, 1992).

     10.7+    Amended and Restated Registration Rights Agreement dated February
              26, 1992, by and between the Registration and the stockholders
              named therein (incorporated by reference to Exhibit 10.40 to
              Amendment No. 3 to the Registrant's Registration Statement on Form
              S-1, Registration No. 33-44969, filed with the Commission on
              February 27, 1992).

     10.8     Underwriter's Warrant Agreement dated March 6, 1992, between the
              Registrant and Robert Todd Financial Corporation, and First
              Amendment to Underwriter's Warrant Agreement dated January 26,
              1993, between the Registrant and Robert Todd Financial Corporation
              (incorporated by reference to Exhibit 10.18 to the Registrant's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              1992).

     10.9     Lease Agreement dated December 10, 1986, between the Registrant
              and The Woodlands Corporation, Modification and Ratification of
              Lease Agreement dated April 11, 1988, between the Registration and
              The Woodlands Corporation Modification and Ratification of Lease
              dated August 1, 1992, between the Company and The Woodlands
              Corporation and Modification, Extension and Ratification of Lease
              dated March 5, 1993, between the Registrant and The Woodlands
              Corporation, and Modification and Ratification of Lease Agreement
              dated December 21, 1995, between the Company and The Woodlands
              Office Equities--'95 Limited (incorporated by reference to Exhibit
              10.1 to the Registrant's Quarterly Report on Form 10-Q for the
              period ended March 31, 1996).

                                       3
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     10.10    Lease Agreement dated September 1, 1988, between the Registrant
              and The Woodlands Corporation, and Modification of Lease Agreement
              dated March 5, 1993, between the Registrant and The Woodlands
              Corporation (incorporated by reference to Exhibit 10.22 to the
              Registrant's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1992).

     10.11    Stock Purchase Warrant dated January 26, 1993, issued to Strategem
              of Alabama, Inc. (incorporated by reference to Exhibit 10.25 to
              the Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1992).

     10.12    License and Development Agreement dated March 3, 1994, between the
              Registrant and Medtronic, Inc. (incorporated by reference to
              Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated
              March 3, 1994).

     10.13    Investment Agreement dated March 3, 1994, between the Registrant
              and Medtronic, Inc. (incorporated by reference to Exhibit 10.2 to
              Registrant's Current Report on Form 8-K dated March 3, 1994).

     10.14    Lease Agreement between LifeCell Corporation and Unichem, dated
              August 1, 1994 (incorporated by reference to Exhibit 10.3 to the
              Registrant's Quarterly Report on Form 10-Q for the period ended
              September 30, 1994).

     10.15    Securities Purchase Agreement dated November 18, 1996, between
              LifeCell Corporation and the Investors named therein. (Previously
              filed).

     10.16    Voting Agreement dated November 18, 1996, among LifeCell
              Corporation and certain stockholders named therein. (Previously
              filed).

     10.17    Registration Rights Agreement dated November 18, 1996, between
              LifeCell Corporation and certain stockholders named therein.
              (Previously filed).

     10.18    Form of Stock Purchase Warrant dated November 18, 1996, issued to
              each of the warrant holders named on Schedule 10.19 attached
              thereto. (Previously filed).

     10.19*   Stock Purchase Warrant dated November 18, 1996, issued to Gruntal 
              & Co., Incorporated.

     11.1     Statement Regarding Computation of Per Share Earnings. 
              (Previously filed).

     23.1     Consent of Arthur Andersen LLP. (Previously filed).

     27.1     Financial Data Schedule. (Previously filed).
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                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this amendment to be signed by
the undersigned, thereunto duly authorized.

                                          LIFECELL CORPORATION

Date:  April 5, 1997                      By:/S/ J. DONALD PAYNE
                                          Vice President and                    
                                          Chief Financial Officer