UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                   FORM 10-Q

(Mark One)

 /X/    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934
        For the quarterly period ended March 28, 1999
                               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:  0-26126
                         -------

                          SEROLOGICALS CORPORATION
         (Exact Name of Registrant as Specified in its Charter)

               Delaware                          58-2142225
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)       Identification Number)

            780 Park North Blvd.
                 Suite 110
              Atlanta, Georgia                       30021
           (Address of principal                   (Zip Code)
             executive offices)

                          (404) 296-5595
        (Registrant's Telephone Number Including Area Code)


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 the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date:

               Class                     Outstanding at May 7, 1999
               -----                     --------------------------
Common Stock, $.01 par value per share           23,935,541






                                INDEX

                SEROLOGICALS CORPORATION AND SUBSIDIARIES


PART I. 

Item 1.  Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets -
     December 27, 1998 and March 28, 1999. . . . . . . . . . . . .    3

Condensed Consolidated Statements of Income - 
     For the quarters ended March 29, 1998 and March 28, 1999. . .    4

Condensed Consolidated Statements of Cash Flows -
     For the quarters ended March 29, 1998 and March 28, 1999. . .    5

Notes to Condensed Consolidated Financial Statements . . . . . . .  6-9


Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations. . . . . . . . . . . . . . .   10-16

Item 3.  Quantitative and Qualitative Disclosures about Market Risk . 16


PART II. 

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . .   17

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17



PART I.  

Item 1.  Financial Statements

                SEROLOGICALS CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands)
                                (Unaudited)

                                                         December 27, March 28,
                                                            1998        1999
                                                        -----------  ---------
                         ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                 $34,940       $8,605
Trade accounts receivable, net                             22,072       26,650
Inventories                                                13,441       17,781
Other current assets                                        2,563        3,128
                                                         --------     --------
Total current assets                                       73,016       56,164
                                                         --------     --------
PROPERTY AND EQUIPMENT, net                                16,332       27,863
                                                         --------     --------
OTHER ASSETS:
Goodwill, net                                              51,741       68,126
Other, net                                                  6,242        6,405
                                                         --------     --------
Total other assets                                         57,983       74,531
                                                         --------     --------
                                                         $147,331     $158,558
                                                         ========     ========

         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt 
 and capital lease obligations                             $4,406       $4,391
Accounts payable                                            4,028        4,934
Accrued liabilities                                         8,172       12,542
Deferred revenue                                              246          149
                                                         --------     --------
Total current liabilities                                  16,852       22,016
                                                         --------     --------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, 
 less current maturities                                      878          872
                                                         --------     --------
OTHER LIABILITIES                                             592          592
                                                         --------     --------
STOCKHOLDERS' EQUITY:
Common stock                                                  243          246
Additional paid-in capital                                 84,983       86,515
Retained earnings                                          43,715       48,267
Accumulated other comprehensive income                         68           50
                                                         --------     --------
Total stockholders' equity                                129,009      135,078
                                                         --------     --------
                                                         $147,331     $158,558
                                                         ========     ========

The accompanying notes are an integral part of these condensed consolidated 
                             balance sheets.

                                   3

                SEROLOGICALS CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (In thousands, except share and per share amounts)
                              (Unaudited)

                                                  Quarter Ended
                                           -----------------------
                                            March 29,     March 28,
                                               1998        1999
                                            ----------   ----------
Net sales                                     $29,434    $39,532
Costs and expenses:
Cost of sales                                  19,139     27,006
Selling, general and administrative expenses    3,841      4,669
Other expense, net                                686        897
Interest income, net                             (273)       (51)
                                             ----------  ----------
Income before income taxes                      6,041      7,011
Provision for income taxes                      2,212      2,460
                                             ----------  ----------
Net income                                     $3,829     $4,551
                                             ==========  ==========

Net income per common share:
   Basic                                        $0.16      $0.19
                                             ==========  ==========
   Diluted                                      $0.15      $0.17
                                             ==========  ==========

Weighted average shares:

   Basic                                     23,588,254  24,581,753
                                             ==========  ==========
   Diluted                                   25,666,500  26,276,603
                                             ==========  ==========



The accompanying notes are an integral part of these condensed 
                consolidated financial statements.

                                   4

                     SEROLOGICALS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)
                                                 Quarter Ended
                                           -----------------------
                                            March 29,      March 28, 
                                              1998           1999
Operating activities:                       ---------    ----------
  Net income                                  $3,829       $4,551
  Adjustments to reconcile net income to 
  net cash provided by (used in) operating 
  activities: 
  Depreciation and amortization                1,233        1,913
  Deferred income tax benefit                   (263)          (3)

Changes in operating assets and liabilities, 
 net of acquisitions of businesses:
   Trade accounts receivable, net             (6,397)      (3,217)
   Inventories                                   455         (205)
   Other current assets                         (216)        (359)
   Accounts payable                           (1,224)          417
   Accrued expenses                            1,780           819
   Deferred revenue                             (786)          (97)
                                             --------     --------
    Total adjustments                         (5,418)         (732)
                                             --------     --------
      Net cash provided by (used in) 
       operating activities                   (1,589)        3,819
                                             --------     --------
Investing activities:
 Purchases of property and equipment          (1,338)       (4,073)
 Acquisitions of businesses, 
  net of cash acquired                        (1,444)      (27,872)
Other                                         (2,398)          274
                                             --------      --------
      Net cash used in investing activities   (5,180)      (31,671)
                                             --------      --------

Financing activities:
  Payments on long-term debt and capital 
   lease obligations                            (22)          (21)
  Proceeds from employee stock plans            314         1,538
                                            --------      --------
      Net cash provided by financing 
        Activities                              292         1,517
                                            --------      --------
Net decrease in cash and cash equivalents    (6,477)      (26,335)
Cash and cash equivalents, 
 beginning of period                         31,812        34,940
                                            --------      --------
Cash and cash equivalents, end of period    $25,335        $8,605
                                            =======       =======

Supplemental Disclosures:
Interest Paid                                    $68          $68
Taxes Paid                                      $674          $89


Supplemental Schedule of Non-Cash 
 Investing and Financing Activities:
 Conversion of promissory note into 
  common stock                               $1,333           --



  The accompanying notes are an integral part of these condensed consolidated 
                            financial statements.

                                    5

                      SEROLOGICALS CORPORATION AND SUBSIDIARIES
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   MARCH 28, 1999
                                    (UNAUDITED)

1.  ORGANIZATION AND BASIS OF PRESENTATION

     Organization
     Serologicals Corporation (the "Company") is a leading worldwide 
provider of biological materials and services to major healthcare companies. 
The Company provides value-added antibody-based products that are used as the 
active ingredients in therapeutic products for the treatment and management of 
diseases such as Rh incompatibility in newborns, rabies and hepatitis and in 
diagnostic products such as blood typing reagents and diagnostic test kits. On 
December 29, 1998, the Company acquired substantially all of the domestic 
assets of Pentex Blood Proteins ("Pentex"), a unit of Bayer Corporation, a 
wholly owned subsidiary of Bayer AG.  Located in Kankakee, Illinois, Pentex 
supplies a broad line of purified animal and human blood proteins to the 
diagnostic and biopharmaceutical industries (Note 2).  As of May 7, 1999, the 
Company operated 64 donor centers, 17 of which specialize in the collection of 
specialty antibodies and 47 of which primarily collect source plasma 
containing non-specialty antibodies from which a number of products, primarily 
intravenous immune globulin (IVIG), are produced. The Company is also engaged 
in the development, manufacturing and sale of monoclonal antibodies at its 
facilities in the United Kingdom and owns a clinical trial site dedicated to 
the management and performance of clinical trials for the pharmaceutical and 
biotech industries. 


     Basis of Presentation
     The accompanying unaudited condensed consolidated financial statements 
include the accounts of the Company and its subsidiaries.  All significant 
intercompany accounts and transactions have been eliminated in consolidation.  
The accompanying statements have been prepared in accordance with generally 
accepted accounting principles for interim financial information and the 
instructions to Form 10-Q.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting principles 
for complete financial statements.  In the opinion of management, the 
accompanying unaudited condensed consolidated financial statements reflect all 
adjustments, which are of a normal recurring nature, to present fairly the 
Company's financial position, results of operations and cash flows at the 
dates and for the periods presented.  Interim results of operations are not 
necessarily indicative of results to be expected for a 12-month period.  The 
interim financial statements should be read in conjunction with the audited 
consolidated financial statements as of December 27, 1998 and the notes 
thereto included in the Company's Annual Report on Form 10-K for the year 
ended December 27, 1998. 

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

     Earnings Per Share
     Basic earnings per share are calculated by dividing net income by the 
weighted average number of common shares outstanding during the period. The 
calculation of the Company's diluted earnings per share are similar to basic 
earnings per share, except that net income is adjusted by the after-tax 
interest expense on convertible indebtedness and the weighted average number 
of shares includes the dilutive effect of stock options, warrants, convertible 
indebtedness and similar instruments. 

     All share and per share data included herein have been adjusted to 
reflect a three-for-two stock split effected in August of 1998. 

                             6

The following table sets forth the calculation of basic and diluted earnings 
per share (in thousands, except per share amounts):

                                               Quarter Ended
                                          March 29,      March 28,
                                            1998           1999
                                          --------       ---------
Basic earnings per share: 
  Net income                               $  3,829     $  4,551 
  Weighted average shares of 
   common stock outstanding                  23,588       24,582 
                                           --------     --------
    Net income per share                   $   0.16     $   0.19 
                                           ========     ========

Diluted earnings per share:
  Net income                               $  3,829     $  4,551 
  Plus:  interest expense on convertible 
          indebtedness, net of tax               45           36 
                                           --------     --------
    Net income, as adjusted                $  3,874     $  4,587 
                                           --------     --------
  Weighted average shares of common 
   stock outstanding                         23,588       24,582 
  Effect of dilutive securities:
    Stock options and warrants                1,579        1,299 
    Convertible indebtedness                    500          396 
                                           --------     --------
  Weighted average shares of common 
   stock outstanding, including 
   dilutive instruments                      25,667       26,277 
                                           --------     --------
    Net income per share                   $   0.15     $   0.17 
                                           ========     ========


Comprehensive Income 

The following table sets forth the calculation of the Company's 
comprehensive income for the periods indicated below (in thousands): 

                                        Quarter Ended
                                     March 29,   March 28,
                                       1998        1999
                                      -------    -------
Net income, as reported               $3,829      $4,551
Other comprehensive income, 
 net of tax
  Foreign currency translation 
   adjustments                            38        (124)

Unrealized loses on securities:
  Unrealized holding (losses) 
   gains arising during period          (160)        178
  Less: reclassification adjustment 
   for gains included in net income       --         (72)
                                       ------    ------
Other comprehensive income               (122)       (18)
                                       ------    ------
Comprehensive income                   $3,707     $4,533
                                       ======     ======

2.  ACQUISITION OF PENTEX 
      On December 29, 1998, the Company acquired Pentex for $27.5 million (the 
"Pentex Acquisition") plus the assumption of certain liabilities, before 
recording transaction costs and subject to adjustment based on the closing net 
assets of Pentex as of the closing date.  Pursuant to the same transaction, 
the Company agreed to purchase certain foreign assets owned by affiliated 
companies of Bayer AG located in Europe for $1.5 million, which has not yet 
been consummated. Pentex is engaged in the research, manufacturing, marketing 
and sale of quality purified blood protein products primarily to customers in 
the diagnostics and biopharmaceuticals industries in the United States and 
approximately 25 other countries worldwide.  The Company funded the 
acquisition with cash on hand. 

                                   7

     The Pentex Acquisition was accounted for as a purchase in accordance with 
APB No. 16, and accordingly, the purchase price has been preliminarily 
allocated to the net tangible and identifiable intangible assets acquired 
based on their estimated fair values as of the acquisition date.  The excess 
of the cost over the estimated fair values of the net tangible and 
identifiable intangible assets acquired has been preliminarily allocated to 
goodwill.

     The following unaudited data summarize the pro forma results of 
operations for the quarter ended March 29, 1998 as if the Pentex Acquisition 
had occurred on the first fiscal day of such period.  Pro forma results of 
operations for the quarter ended March 28, 1999 are not presented herein as 
the results of operations for the two days subsequent to the Company's 1998 
fiscal year end and prior to the consummation of the Pentex Acquisition are 
immaterial to the Company.  The unaudited pro forma information has been 
prepared for comparative purposes only and does not purport to represent what 
the results of operations would actually have been had the transaction 
actually occurred on the date indicated, or what the results of operations may 
be in the future (in thousands, except per share data).

Net sales                    $ 32,629 
Net income                   $  4,205 

Net income per common share:
  Basic                      $    0.18 
  Diluted                    $    0.17 

3.  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
    Long-term debt and capital lease obligations at December 27, 1998 and 
March 28, 1999 consisted of the following (in thousands):

                                              December 27,     March 28,
                                                  1998            1999
                                              ------------   -----------
Convertible subordinated note payable 
in the original principal amount of 
$4 million, interest payable quarterly 
at 4.5%; maturing on March 7, 2002               $2,667          $2,667

$2.55 million convertible subordinated 
note payable, interest payable quarterly 
at 4.0%; principal payable on September 23, 
2000                                              2,550           2,550

Capital lease obligations at varying interest 
rates and terms, maturing through 2001               67              46
                                                  -----           -----
                                                  5,284           5,263
Less current maturities                           4,406	           4,391
                                                  -----           -----
                                                   $878            $872
                                                  =====           =====

                                   8



4.   SEGMENT INFORMATION

Statement of Financial Accounting Standards No. 131, "Disclosure about Segments 
of an Enterprise and Related Information" ("SFAS No. 131"), established 
standards for reporting information about operating segments in annual 
financial statements and requires selected information in interim financial
reports. Selected financial information is reported below for the quarters 
ended March 29, 1998 and March 28, 1999 (in thousands):

                                       Quarter Ended
                                    March 29,    March 28,
                                      1998        1999
                                   ---------    ---------

Net sales-unaffiliated customers:
  Therapeutic Products               $24,413     $29,813 
  Diagnostic Products                  5,017       9,457 
  Corporate/Other                          4         262 
                                     -------     -------
  Total                              $29,434     $39,532 
                                     =======     =======
Segment operating income:
  Therapeutic Products                $7,242      $5,780 
  Diagnostic Products                  1,756       3,750 
  Corporate/Other                     (2,544)     (1,673)
                                      ------      ------
  Total                                6,454       7,857
                                      ------      ------
Reconciling items:
  Other expense, net                     686         897
  Interest income, net                  (273)        (51)
                                      ------      ------
Income before income taxes            $6,041      $7,011
                                      ======      ======

     Segment operating income is defined as earnings before income taxes, 
interest, amortization, foreign currency gains and losses and other non-
operating income and expenses.  "Corporate and Other" includes general 
corporate expenses, corporate interest income, interest expense other than 
that directly attributable to an operating segment and other operations that 
do not otherwise meet the SFAS No. 131 criteria for disclosure.  The Company 
had no intersegment sales during 1998 or 1999.

     On December 29, 1998, the Company purchased Pentex for $27.5 million in 
cash at closing.  The cash used was considered a corporate asset, while the 
assets purchased are considered assets of the Diagnostic Products segment.  
There were no other material changes in identifiable assets disclosed in the 
Company's Annual Report on Form 10-K for the year ended December 27, 1998.


5.  COMMON STOCK REPURCHASES

     During April 1999, the Company's Board of Directors authorized the 
repurchase of up to $20 million of the Company's common stock, subject to 
market conditions, prevailing stock prices and Serologicals' capital 
resources.  The Company expects to fund any repurchases with existing cash 
balances, cash flow from operations and availability under its revolving 
credit facility.  As of May 7, 1999, the Company had repurchased a total of 
945,000 shares of its common stock for aggregate consideration of 
approximately $7.1 million.


                                   9

Item 2.  Management's Discussion and Analysis of Financial Condition and 
results of Operations

Forward Looking Statements

     This Quarterly Report on Form 10-Q contains certain "forward looking 
statements" within the meaning of the Private Securities Litigation Reform 
Act of 1995, which generally can be identified by the use of terms such as 
"may," "expect," "anticipate," "intend," "estimate," "believe," 
"continue" or similar variations or the negative thereof. These forward 
looking statements include, without limitation, statements regarding 
increasing regulatory scrutiny; the impact on the Company of reduced anti-D 
sales and the Company's efforts to replace them; the impact on the Company of 
current industry supply and demand factors and the supply of and demand for 
the Company's individual products; the margin pressure on the Company's non-
specialty antibody product line; the impact of certain operational adjustments 
regarding anti-D antibody collections; the level of capital expenditures 
during 1999; the timing of the completion of the Pentex expansion and the 
impact thereof; the sufficiency of capital and liquidity to fund operations, 
capital expenditures, stock repurchases and acquisitions; and the Company's 
ability to increase the borrowing capacity under the Revolver. These forward 
looking statements are subject to certain risks and uncertainties, such as 
changes in the economy or market conditions, changes in financial, banking 
and capital markets, changes in customers' needs or abilities to manufacture 
products, changes in government policy or regulations and other factors 
discussed in Part I of the Company's Annual Report on Form 10-K for the year 
ended December 27, 1998, which could cause actual results to differ 
materially.

Overview and Recent Developments

     The Company is a leading worldwide provider of biological materials and 
services to major healthcare companies. The Company provides value-added 
antibody-based products that are used as the active ingredients in therapeutic 
products for the treatment and management of diseases such as Rh 
incompatibility in newborns, rabies and hepatitis and in diagnostic products 
such as blood typing reagents and diagnostic test kits. Through its protein 
fractionation facility, the Company also provides a variety of proteins used 
in diagnostic reagents and tissue culture media components for use as 
additives in biotech products.  As of May 7, 1999, the Company operated 64 
donor centers, 17 of which specialize in the collection of specialty 
antibodies and 47 of which primarily collect source plasma containing non-
specialty antibodies from which a number of products, primarily IVIG, are 
produced. The Company is also engaged in the development, manufacturing and 
sale of monoclonal antibodies at its facilities in the United Kingdom and owns 
a clinical trial site dedicated to the management and performance of clinical 
trials for the pharmaceutical and biotech industries.

     On December 29, 1998, the Company acquired Pentex for $27.5 million in 
cash at closing.  Pursuant to the same transaction, the Company entered into 
an agreement to purchase certain foreign assets of Pentex for $1.5 million; 
that transaction has not yet been consummated. Pentex provides a full range of 
over 100 distinct animal protein products derived from different animal 
species.  A number of these products, such as bovine serum albumin (BSA), are 
primarily supplied to healthcare companies for use in diagnostic reagents. The 
Company also provides a line of highly purified animal proteins known as tissue 
culture media components that are used primarily by biopharmaceutical companies 
as nutrient additives in cell culture media.  One example of these media 
components is Bovine EX-CYTE(r), Growth Enhancement Media Supplement, which is 
produced through a patented manufacturing process.  The Company accounted for 
the acquisition as a purchase in accordance with Accounting Principles Board 
Opinion Number 16.

     For management purposes, the operations of the Company's subsidiaries are 
organized into two primary operating segments, Therapeutic Products and 
Diagnostic Products. These segments are based primarily on the differing 
nature of the ultimate end use of the Company's products, the differing 
production and other value-added processes performed by the Company with 
respect to the products and, to a lesser extent, the differing customer bases 
to which each reportable segment sells its products.  

     The activities of the Therapeutic Products segment primarily include the 
collection and sale of human antibodies that are used as the active 
ingredients in therapeutic products for the treatment and management of 
diseases such as Rh incompatibility in newborns, hepatitis and rabies.  The 
activities of the Diagnostic Products segment primarily include the Company's 
monoclonal antibody production facilities and certain human-sourced, 
polyclonal antibodies.  While an increasing number of Pentex-branded products 
are being used in therapeutic end products, the management of this business is 
performed within the Company's diagnostic business unit and, accordingly, is 
included in the Diagnostic Products reportable business segment.  The 
antibodies and other proteins provided by the Diagnostic Products segment are 
used in diagnostic products such as blood typing reagents and diagnostic test 
kits and as nutrient additives in cell culture media.

                                   10

     Increasing regulatory scrutiny continues to be a significant factor 
shaping the biologics industry, resulting in more detailed and frequent Food 
and Drug Administration (FDA) inspections of the Company's and its customers' 
operations, a potentially greater number of observations, deficiency notices 
and warning letters per inspection, and more product recalls and temporary or 
permanent closures of facilities.  One factor contributing to this trend is 
the FDA's implementation of an approach to inspections of donor centers and 
laboratory testing and manufacturing facilities, including the Company's 
customers', entitled "Team Biologics".  Under this approach, substantially 
all such inspections are performed by highly trained field investigators who 
focus extensively on the FDA's current good manufacturing practices (cGMP) and 
quality systems.  This approach was first applied to plasma fractionators and 
subsequently to other biologic product areas, including certain of the 
Company's operations.  Several large fractionators, including certain of the 
Company's customers, have been affected in varying degrees, from complete 
shutdowns of manufacturing facilities to operating under a consent decree to 
bring their facilities into compliance.  Furthermore, the Company believes 
certain manufacturers have experienced a longer than anticipated FDA approval 
process of new, relocated or expanded manufacturing and laboratory testing 
facilities. 

     On occasion, the Company has received notifications and warning letters 
from the FDA related to possible deficiencies in the Company's compliance with 
FDA requirements.  To date, the Company believes that it has adequately 
addressed or corrected such deficiencies and that it is in substantial 
compliance with all relevant laws and regulations.  However, since the 
Company's operations have not yet been fully subjected to Team Biologics 
inspections, it is unable to determine what impact, if any, such inspections 
will have on the Company and its operations when they occur.

     During April 1999, the Company was notified by two of its international 
customers that their fractionation facilities used in the manufacture of anti-
D immune globulin will be closed for extended periods of time for various 
quality control enhancements, due in part to changing regulatory requirements, 
and in one case, the validation of manufacturing procedures relating to the 
customer's product.  Although the Company is attempting to market this planned 
volume of anti-D antibody collections to other pharmaceutical companies, 
including its current customers, it does not expect to generate a sufficient 
level of incremental shipments to significantly offset the reduced demand from 
these customers in the near term.  As the Company indicated in an April 15, 
1999 press release, it believes that the loss of revenues could result in an 
impact on after-tax earnings of approximately $4.0 million for the remainder 
of the year.  Furthermore, if the Company is unsuccessful in its efforts to 
generate additional orders to mitigate the impact of this reduced demand, 
additional adjustments may be made to operations, including reducing the level 
of anti-D antibody collections, which could increase the per unit production 
costs of anti-D and other specialty therapeutic products.

     Another trend the industry is currently experiencing is the continuing 
imposition of more rigorous donor screening standards by the FDA and certain 
regulatory bodies in foreign countries, in particular those governing the 
manufacture and sale of plasma-based products in Germany.  Furthermore, the 
Company's customers and certain industry trade organizations continue to 
impose stricter standards.  Such standards, including donor age restrictions, 
the elimination of one-time and certain other infrequent donors and the 
introduction of new testing techniques have reduced the pool of, and increased 
the competition for, potential donors. Furthermore, the Company believes that, 
owing in part to the general strength of the national economy, the financial 
incentives provided to donors of non-specialty antibodies are potentially 
becoming relatively less attractive, further decreasing the pool of potential 
donors. 
	
     While the Company continues to be adversely impacted by these and other 
factors, including lower than anticipated collections of non-specialty 
antibodies, increased collection costs thereof and delayed or reduced 
shipments of certain products, it believes that the current supply and demand 
factors affecting the industry may serve to enhance the pricing of non-
specialty antibodies in the future. 

                                     11

     In contrast to these constraints impacting the supply of antibodies, in 
particular non-specialty antibodies, current demand for certain of the 
antibodies the Company offers has increased for a variety of reasons, 
including increased demand for the end products into which they are 
manufactured, expanded use of the various end products and increased 
manufacturing capacity of certain fractionators as they are able to bring 
their facilities into compliance. These factors have led to recent, and in 
some cases critical, shortages of certain plasma-based products, most notably 
IVIG. 

     In order to meet increased demand for, and to improve the profitability 
of, its non-specialty antibodies, the Company is currently pursuing various 
alternatives to increase production at its non-specialty donor centers and is 
currently in pricing negotiations with certain significant customers which 
could improve margins on this product.  However, there can be no assurance 
that such efforts will be successful, or that any further impact related to 
any of the factors discussed above will not have a material adverse effect on 
the Company or its operations. 


Results of Operations

     The following discussion and analysis of the Company's financial 
condition and results of operations should be read in conjunction with the 
Condensed Consolidated Financial Statements and Notes thereto.

The following table sets forth certain operating data of the Company as a 
percentage of net sales for the periods indicated below.


                                                   Quarter Ended
                                                ---------------------
                                                March 29,   March 28,
                                                  1998      1999
                                                -------   -------
Net sales                                        100.0%    100.0%
Gross profit                                      35.0      31.7
Selling, general and administrative expenses      13.0      11.8
Net income                                        13.0      11.5



Quarters Ended March 29, 1998 and March 28, 1999

NET SALES

Consolidated

     Consolidated net sales increased approximately $10.1 million, or 34.3%, 
from $29.4 million in 1998 to $39.5 million in 1999.  Of the increase, 
approximately $5.0 million related primarily to increased sales of antibodies, 
in particular, non-specialty antibodies and, to a lesser extent, specialty 
antibodies. The increase in sales of non-specialty antibodies was due in large 
part to an increase in the percentage of the product sold on a "gross" 
pricing basis, for which the increased selling price is reflective of the 
Company's provision of laboratory testing services and certain donor supplies 
that were previously borne by the customer on a net basis.  The remainder of 
the increase, or approximately $4.9 million, related to the Pentex Acquisition 
completed at the beginning of fiscal 1999. 

Therapeutic Products

     Net sales of Therapeutic Products increased approximately $5.4 million, 
or 22.1%, from $24.4 million in 1998 to $29.8 million in 1999.  A significant 
portion of this increase was due to increased sales from non-specialty 

                                  12

antibodies, a larger percentage of which were sold on a gross pricing basis.  
Total liters of non-specialty antibodies sold increased approximately 8% 
during the same time period. Total net sales of specialty antibodies increased 
approximately $989,000, or 8.2%, from $12.1 million in 1998 to $13.1 million 
in the current year, while total net sales of non-specialty antibodies 
increased approximately $4.4 million, or 35.8 %, from $12.3 million in 1998 to 
$16.7 million in 1999.
	

Diagnostic Products

     Net sales of Diagnostic Products increased approximately $4.4 million, or 
88.5%, from $5.0 million in 1998 to $9.5 million in 1999.  The increase was 
primarily attributable to the Pentex Acquisition completed at the beginning of 
the current fiscal quarter. Total net sales of monoclonal antibodies decreased 
approximately $202,000 or 7.2%, from $2.8 million in 1998 to $2.6 million in 
the first quarter of 1999.   Sales of Pentex products, including bovine serum 
albumin (BSA) and the EX-CYTE(r) product line, were approximately $4.9 million 
during 1999, the first period of ownership by the Company.  The remaining net 
sales, primarily human-sourced antibodies used in blood typing reagents and 
diagnostic test kits, decreased approximately $223,000, or 10.2%, from $2.2 
million in 1998 to $2.0 million in 1999.

GROSS PROFIT

Consolidated

     Consolidated gross profit increased approximately $2.2 million, or 21.7%, 
from $10.3 million in the first quarter of 1998 to $12.5 million during 1999.  
This increase was primarily the result of the Pentex Acquisition, offset 
slightly by lower gross profit from existing operations, which continue to be 
negatively impacted by lower than anticipated production at many non-specialty 
donor centers, resulting in decreased fixed cost absorption and lower gross 
profit per unit.  Gross profit as a percentage of net sales ("gross margin") 
decreased from 35.0% in 1998 to 31.7% in the current year, primarily as a 
result of the increased production costs of non-specialty antibodies. Gross 
margins were also adversely impacted by the increase in the percentage of non-
specialty antibodies sold on a gross basis, as there was relatively 
insignificant gross profit attributed to this additional revenue. 

Therapeutic Products

     Gross profit from Therapeutic Products decreased approximately $474,000, 
or 6.2%, from $7.7 million in 1998 to $7.2 million in the first quarter of 
1999, primarily as a result of the increased production costs of non-specialty 
antibodies, offset in part by increased gross profit from additional sales of 
specialty antibodies. Gross margins on Therapeutic Products decreased from 
31.5% to 24.2%, substantially all due to an increase in production costs of 
non-specialty antibodies and a significant increase in the percentage of this 
product sold on a gross pricing basis.  Gross margins on specialty products 
were relatively unchanged from the previous year.

Diagnostic Products

     Gross profit from Diagnostic Products increased approximately $2.8 
million, or 106.3%, from $2.6 million in 1998 to $5.4 million in 1999, 
primarily attributable to the Pentex Acquisition, offset in part by lower 
gross profit from certain other diagnostic products.  Gross margins on 
Diagnostic Products increased from 51.8% in 1998 to 56.7% during 1999, a 
result of higher margins on antibodies sold for clinical diagnostic purposes, 
primarily a result of a favorable product mix, and the inclusion of relatively 
higher margin blood protein products acquired in the Pentex Acquisition.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses increased approximately 
$828,000, or 21.6%, from $3.8 million in the first quarter of 1998 to $4.7 
million in 1999.  The increase was primarily attributable to ongoing selling, 

                                   13

general and administrative expenses incurred as a result of the Pentex 
Acquisition and marginal increases in general corporate overhead, offset by 
decreased product and service development expenses.


OTHER EXPENSE, NET

     Other expense, net, increased approximately $211,000, or 30.8%, from 
$686,000 in 1998 to $897,000 in 1999.  The increase was primarily due to the 
amortization of goodwill and other intangible assets acquired in the Pentex 
Acquisition, offset by gains on the sale of certain investments.

INTEREST INCOME, NET

     Interest income, net decreased approximately $222,000, or 81.3%, from 
$273,000 in 1998 to $51,000 in 1998, due primarily to the use of $27.5 million 
in cash for the Pentex Acquisition on December 29, 1998 and the resulting loss 
of interest income.


Liquidity and Capital Resources

     The following table sets forth certain indicators of financial condition 
and liquidity of the Company as of December 27, 1998 and March 28, 1999:

                                        December 27,    March 28,  
                                           1998          1999
                                         --------     --------
Cash and cash equivalents                $34,940        $8,605
Working capital                           56,164        34,148
Total long-term debt and capital 
 lease obligations                         5,284         5,263
Stockholders' equity                     129,009       135,084
Total debt to equity ratio                  4.1%          3.9%

     Cash and cash equivalents and working capital decreased approximately 
$26.3 million and $22.0 million, respectively, from December 27, 1998, 
primarily due to the use of $27.5 million of cash on hand for the Pentex 
Acquisition.

     The Company has three principal sources of near-term liquidity: (i) 
existing cash and cash equivalents; (ii) cash generated by operations, and 
(iii) available borrowing capacity under the Revolver (as defined below). 
Management believes the Company's liquidity and capital resources are 
sufficient to meet its working capital, capital expenditure and other 
anticipated cash requirements over the next twelve months and may be 
available for use in acquisitions.  However, the Company anticipates that 
future acquisition and growth opportunities may require supplementary funding, 
including the issuance of equity or debt securities. 

     During April 1999, the Company's Board of Directors authorized the 
repurchase of up to $20 million of the Company's common stock, subject to 
market conditions, prevailing stock prices and Serologicals' capital 
resources.  The Company expects to fund any repurchases with existing cash 
balances, cash flow from operations and availability under the Revolver.  As 
of May 7, 1999, the Company had repurchased a total of 945,000 shares of its 
common stock for aggregate consideration of approximately $7.1 million.

     Net cash provided by operating activities in 1999 was $3.8 million as 
compared to a use of cash of $1.6 million in the prior year, or an increase of 
$5.4 million.  This increase was attributable to a smaller investment in 
working capital of approximately $3.7 million versus the prior year, increased 
net income of $722,000, an increased deferred tax benefit of $260,000 and 
$680,000 of additional non-cash depreciation and amortization expense.  The 
decreased investment in working capital was in large part due to a smaller 
increase in accounts receivable of $3.2 million and an increase in accounts 
payable of $417,000 in 1999 versus a decrease of $1.2 million in 1998, offset 
primarily by a $961,000 decrease in accrued expenses.  Accounts receivable 
increased approximately 21% from the previous year end, while net sales 
increased approximately 34% during the same period.  The increase in accounts 
receivables during the first quarter of 1998 was primarily a result of the 
timing of shipments, a large portion of which occurred in the last month of 
the quarter, and the timing of the receipt of payments from certain large 
customers.

                                   14

     Net cash used in investing activities during the first quarter of 1999 
was $31.7 million as compared to $5.2 million in 1998. Investing activities in 
1999 consisted primarily of the Pentex Acquisition, related transaction costs 
and capital expenditures relating primarily to the expansion of the Pentex 
manufacturing facility and the development of a donor center operating system 
("DCOS").  Investing activities in 1998 primarily consisted of the 
acquisition of a clinical trial site and capital expenditures.

     The Company anticipates total capital expenditures during the 1999 fiscal 
year of approximately $18 million to $20 million, approximately $11 million of 
which relates to the expansion of the Pentex manufacturing facility.  The 
remainder of the expenditures relates primarily to the development of DCOS and 
to the renovation or relocation of a number of donor centers.

     Net cash provided by financing activities was $1.5 million in 1999 as 
compared to $292,000 in 1998. Financing activities in both periods consisted 
primarily of proceeds from the exercise of stock options.

     Total long-term debt and capital lease obligations were relatively 
unchanged from the previous fiscal year end.  Subsequent to quarter end and 
pursuant to the terms of the related note agreement, the holder of a 
convertible promissory note in the original principal amount of $4.0 million 
opted to convert the outstanding principal balance of the note of 
approximately $2.7 million into approximately 213,200 shares of the Company's 
common stock. 

     The Company has a revolving credit facility with a bank (the 
"Revolver"), which provides for total borrowing capacity of $35 million, 
$30 million of which may be used for acquisitions.  There were no amounts 
outstanding under the Revolver at December 27, 1998 or March 28, 1999.  The 
Company is currently in negotiations with the bank and expects to increase the 
borrowing capacity under the Revolver to $75 million; however, there can be no 
assurance that the Company will be successful in its efforts.

Outlook

Therapeutic Products
     Demand for non-specialty antibodies remains strong and generally exceeds 
the Company's ability to supply targeted amounts to its customers.  However, 
the Company expects continued margin pressure on this product line unless and 
until it is able to increase its collections of this product and its selling 
prices to its customers. Furthermore, there can be no assurance that the 
Company will be successful in these efforts, or that it will be able to regain 
historical levels of profitability for this product line.

     In light of the announcement of reduced demand from two of its large 
customers, the Company expects reduced sales of anti-D antibodies at least 
through the remainder of current fiscal year.  The Company continues to market 
its planned production of anti-D antibodies to other customers, but does not 
currently expect that this shortfall can be replaced in the near term.  If the 
Company is unsuccessful in its efforts to generate additional orders to 
mitigate the impact of this reduced demand, additional adjustments may be made 
to operations, including reducing the level of anti-D antibody collections, 
which could increase the per unit production costs of anti-D and other 
specialty therapeutic products.

Diagnostic Products
     The Company anticipates moderate increases in sales of monoclonal and 
polyclonal antibodies used in blood typing reagents and antibodies used in 
diagnostic test kits.  The Company expects demand for its Pentex line of blood 
protein products to continue to increase, in particular the EX-CYTE(r) line of 

                                   15

tissue culture media.  The Company's ability to meet this expected demand is 
largely dependent on the successful and timely completion of the expansion of 
its manufacturing facilities in Kankakee, Illinois, which is scheduled for the 
fourth quarter of 1999. 

Year 2000 Update

     As outlined in the Company's Annual Report on Form 10-K for the year 
ended December 27, 1998, the Company has developed plans to address the 
possible exposures related to the impact on its business of the Year 2000 
issue. These plans, which include an assessment of the Company's information 
systems, an assessment of the Year 2000 readiness of its significant 
customers, suppliers and other third parties, and contingency planning, have 
not changed materially in terms of scope or estimated costs to complete, and 
are progressing according to previously disclosed time schedules.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     There have been no material changes regarding the Company's market risk 
position from the information provided in its Annual Report on Form 10-K for 
the fiscal year ended December 27, 1998.  The quantitative and qualitative 
disclosures about market risk are discussed under the caption "Market Risk" 
in Item 7-Management's Discussion and Analysis of Financial Condition and 
Results of Operations, contained in the Company's Form 10-K.





                                     16 

PART II.  

Item 1.  Legal Proceedings

In connection with a dispute relating to the "earn-out" provisions in 
a stock and asset purchase agreement entered into by the Company and 
certain of its subsidiaries with Nations Biologics, Inc. affiliated 
entities and the other sellers named therein (the "Sellers"), dated 
March 6, 1997, pursuant to which the Company acquired 16 donor centers 
(the "Purchase Agreement"), the Sellers in November 1998 commenced an 
action titled Decatur Plasma, Inc. et al. v. Serologicals Corporation, 
et al., in federal district court in the Northern District of Georgia.  
The complaint asserted a claim for breach of contract, alleging that the 
Sellers were entitle to an "earn-out" payment in addition to the 
consideration already received by the Sellers in connection with the 
transaction.  The Company notified the Sellers that it denied the 
allegations and intended to defend the action vigorously and potentially 
to assert counterclaims against the Sellers.  Subsequently, the Company 
filed a motion to dismiss the complaint, and no answer was filed or 
discovery taken.  During the pendency of the motion to dismiss, the 
parties agreed to voluntarily dismiss the action and to exchange 
releases pursuant to a settlement.  In accordance with the settlement, 
no earn-out or other consideration beyond the initial purchase price is 
being paid to the Sellers.

Item 6.  Exhibits and Reports on Form 8-K

     a.     Exhibits:

            Exhibit 27:  Financial Data Schedule

     b.     Reports on Form 8-K:

On January 12, 1999, the Company filed a Current Report on Form 
8-K, in which it reported under Item 2-Acquisition or Disposition 
of Assets, that it had acquired substantially all of the net assets 
of the Pentex Blood Proteins Business of Bayer Corporation. On 
March 15, 1999, the Company filed an amended Current Report on Form 
8-K/A, in which it included under Item 7-Financial Statements and 
Exhibits, the audited financial statements of the Pentex Blood 
Proteins Business as of and for the nine months ended September 30, 
1998.


                                      SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                            SEROLOGICALS CORPORATION
                                            (Registrant)


Date:  May 12, 1999                     By:   /s/  Russell H. Plumb//
                                              ------------------------
                                                Russell H. Plumb
                                                Vice President/Chief Financial
                                                Officer (Principal Financial and
                                                Accounting Officer) 


                                17