FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   (Mark One)

            [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998


             [ ]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 0-23776

                                  Hemasure Inc.
              -----------------------------------------------------

             (Exact name of registrant as specified in its charter)

                               Delaware 04-3216862
                (State or other jurisdiction of (I.R.S. Employer
               organization or incorporation) Identification No.)

                140 Locke Drive, Marlborough, Massachusetts 01752
                    (Address of principal executive offices)
                                   (zip code)

                                 (508) 490-9500
              (Registrant's telephone number, including area code)

                                       N/A


(Former name, former address and former fiscal year, if changed since last
report)

         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
     ---            ------
                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

   Common Stock, par value $.01 per share        9,042,850
   --------------------------------------        ------------------------------
                     Class                       Outstanding at August 14, 1998


                                       1
747001.1  

<PAGE>



                                  HemaSure Inc.

                                      INDEX


<TABLE>

                                                                                                               Page
Part I -Financial Information


Item 1.  Financial Statements.
<S>      <C>                                                                                                      <C>

         Consolidated Balance Sheets as of  June 30, 1998 and December 31, 1997                                   3

         Consolidated  Statements  of  Operations  for the  Three  and Six Month
         Periods Ended June 30, 1998 and 1997                                                                     4

         Consolidated Statements of Cash Flows for the Periods Ended June 30, 1998
         and 1997                                                                                                 5

         Notes to Consolidated Financial Statements                                                               6


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
          Operations.                                                                                             8



Part II - Other Information

Item 1.  Legal Proceedings.                                                                                      10

Item 2.  Changes in Securities and Use of Proceeds.                                                              10

Item 3.  Defaults Upon Senior Securities.                                                                        10

Item 4.  Submission of Matters to a Vote of Security Holders.                                                    10

Item 5.  Other Information.                                                                                      11

Item 6.  Exhibits and Reports on Form 8-K.                                                                       12


Signatures                                                                                                       13

</TABLE>
                                        2



747001.1  
<PAGE>





                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
                                  HemaSure Inc.
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
( In thousands )                                                              June 30,                 December 31,
                                                                                1998                      1997
                                                                          -----------------        -------------------
ASSETS
Current assets:
<S>                                                                       <C>                      <C>
   Cash and cash equivalents                                              $           1,782        $             1,274
   Marketable securities                                                                 --                      6,882
   Accounts receivable                                                                   --                        436
   Inventories                                                                          283                        158
   Prepaid expenses                                                                     362                        347
                                                                          -----------------        -------------------
   Total current assets                                                               2,427                      9,097
Property and equipment, net                                                           1,445                      1,478
Other assets                                                                             32                         32
                                                                          -----------------        -------------------
   Total assets                                                           $           3,904        $            10,607
                                                                          =================        ===================
LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                                                       $             814        $               876
   Accrued expenses                                                                   1,489                      1,846
   Note payable - current portion                                                        38                         37
   Capital lease obligations - current portion                                          262                        267
                                                                          -----------------        -------------------
Total current liabilities                                                             2,603                      3,026
Capital lease obligations                                                               188                        289
Note payable                                                                             53                         72
Convertible subordinated note payable                                                    --                      8,687
                                                                          -----------------        -------------------

Total liabilities                                                                     2,844                     12,074
                                                                          -----------------        -------------------
Stockholders' equity (deficit):
   Common stock                                                                          90                         82
   Additional paid-in capital                                                        69,599                     60,878
   Unearned compensation                                                                 --                       (89)
   Unrealized holding loss of available for sale marketable securities                   --                        (1)
   Accumulated deficit                                                             (68,629)                   (62,337)
                                                                          -----------------        -------------------

Total stockholders' equity (deficit)                                                  1,060                    (1,467)
                                                                          -----------------        -------------------
                                                                          $           3,904        $            10,607
Total liabilities and stockholders' equity (deficit)
                                                                          =================        ===================
</TABLE>

                   The accompanying notes are an integral part
                          of the financial statements.


                                        3

747001.1  
<PAGE>


                                  HemaSure Inc.
                      Consolidated Statements of Operations
                    For The Three and Six Month Periods Ended
                             June 30, 1998 and 1997
                                   (Unaudited)



<TABLE>
<CAPTION>

(In thousands, except per share amounts)               Three-month periods               Six-month periods
                                                         ended June 30,                   ended June 30,
                                                   ---------------------------      ---------------------------
                                                      1998            1997             1998            1997
                                                      ----            ----             ----            ----

<S>                                             <C>             <C>              <C>             <C>
Revenues                                        $          --   $          517   $          25   $        1,068

Costs and expenses:
   Cost of products sold                                   --              847             657            1,879
   Research & Development                               1,249              876           2,011            1,761

   Legal expense related to patents                       394              106           1,456              200
   Selling, general and administrative                  1,252            1,000           2,263            2,319
   Restructuring charge                                    --            1,215              --            1,215
                                                   ----------      -----------      ----------      -----------
      Total costs and expenses                          2,895            4,044           6,387            7,374
                                                   ----------      -----------      ----------      -----------
Loss from operations                                  (2,895)          (3,527)         (6,362)          (6,306)
   Interest income                                         46              160             120              341
   Interest expense                                      (14)            (377)            (50)            (668)
   Other income (expense)                                  --               --              --              (1)
                                                   ----------      -----------      ----------      -----------

Net (loss)                                      $     (2,863)   $      (3,744)   $     (6,292)   $      (6,634)
                                                   ==========      ===========      ==========      ===========

Net (loss) per share - basic and diluted        $      (0.32)   $       (0.46)   $      (0.70)   $       (0.82)
                                                   ==========      ===========      ==========      ===========

Weighted average number of shares of                    9,008            8,124           9,000            8,119
   common stock outstanding - basic and
   diluted
</TABLE>


                 The accompanying notes are an integral part of
                            the financial statements.



                                        4



747001.1  
<PAGE>



                                  HemaSure Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

(In thousands)                                                                   Six-month periods
                                                                                   ended June 30,
                                                                          --------------------------------
                                                                                 1998             1997

                                                                          --- -----------  --- -----------
<S>                                                                         <C>              <C>
Cash flows from operating activities:
   Net Loss                                                                 $     (6,292)    $     (6,634)
Adjustments to reconcile net loss to net cash in operating activities:
   Depreciation and amortization                                                      284              394
   Accretion of marketable securities discount                                         20             (15)
   Loss on disposal of equipment                                                        5              ---
Changes in operating assets and liabilities:
   Net assets of discontinued business                                                ---              350
   Accounts receivable                                                                436             (23)
   Inventories                                                                      (125)             (87)
   Prepaid expenses                                                                  (15)              179
   Accounts payable and accrued expenses                                            (418)             (87)
                                                                              -----------      -----------
Net cash used in operating activities                                             (6,105)          (5,749)

                                                                              -----------      -----------
Cash flows from investing activities:
   Purchase of available-for-sale marketable securities                          (20,255)         (54,837)
   Maturities of available-for-sale marketable securities                          27,117           56,641
   Unrealized holding loss of available-for-sale marketable securities                  1                1
   Additions to property and equipment                                              (167)             (99)
   Decrease in other assets                                                             -             (12)
                                                                              -----------      -----------

Net cash provided from investing activities                                         6,696            1,694

                                                                              -----------      -----------
Cash flows from financing activities:
   Proceeds from insurance of common stock                                             42               36
   Borrowing from notes payable arrangements                                          ---              140
   Repayments of notes payable                                                       (19)              (9)
   Repayments of capital lease obligations                                          (106)            (117)
                                                                              -----------      -----------

Net cash (used in) provided from financing activities                                (83)               50
                                                                              -----------      -----------

Net increase (decrease) in cash and cash equivalents                                  508          (4,005)

Cash and cash equivalents at beginning of period                                    1,274            5,527

                                                                              -----------      -----------
Cash and cash equivalents at end of period                                  $       1,782    $       1,522
                                                                              ===========      ===========
</TABLE>

                   The accompanying notes are an integral part
                           of the financial statements



                                        5


747001.1  
<PAGE>



                                  HemaSure Inc.
                   Notes To Consolidated Financial Statements


1.       Basis of Presentation

         The accompanying financial statements are unaudited and have been
         prepared on a basis substantially consistent with the audited financial
         statements.

         Certain information and footnote disclosures normally included in the
         Company's annual statements have been condensed or omitted. The
         condensed interim financial statements, in the opinion of management,
         reflect all adjustments (including normal recurring accruals) necessary
         for a fair statement of the results for the interim periods ended June
         30, 1998 and 1997.

         The results of operations for the interim periods are not necessarily
         indicative of the results of operations to be expected for the fiscal
         year. These interim financial statements should be read in conjunction
         with the audited financial statements for the year ended December 31,
         1997, which are contained in the Company's Form 10-K (File No. 0-
         23776), filed with the Securities and Exchange Commission on March 31,
         1998.

2.       Inventories


Inventories consist of the following:
                                       June 30, 1998          December 31, 1997
                                       -------------          -----------------

Raw Materials                          $        133             $        -
Work in progress                                -                        -
Finished goods                                  150                     158
                                       -------------          -----------------
                                       $         283            $       158
                                       =============          =================

3.      Property and Equipment


Property and equipment consists of the following:
                                       June 30, 1998           December 31,1997

Property and equipment                 $      2,870             $       3,176
Less accumulated depreciation and
  amortization                               (1,654)                    (1,771)
                                       -------------           ----------------
                                              1,216                     1,405
     Construction in progress                   229                        73
                                       -------------           ----------------
                                       $     1,445              $       1,478
                                       =============           ================

4.      Convertible subordinated note payable

        In January 1997, the Company entered into a Restructuring Agreement of
        the debt related to its acquisition of Novo Nordisk's plasma products
        unit. The amount included in the balance sheet at December 31, 1997
        includes the effect of the Restructuring Agreement net of a $3,000,000
        contingency amount to reflect the most probable result of the Company's
        decision to exit the plasma business. On January 6, 1998, $8,687,000 of
        debt, which the Company believes was the entire amount outstanding as of
        the date of conversion, was converted into Common Stock at a conversion
        price of $10.50 per share, or 827,375 shares, pursuant to the terms of
        the note. The holder of the note has contested the conversion of the
        note, including the forgiveness of the $3,000,000 amount



                                                6



747001.1  
<PAGE>



5.      Net loss per share- basic and diluted

        The net loss per share is based on the weighted average number of shares
        of common stock outstanding during each period. Common equivalent shares
        are not included in the per share calculation where the effect of their
        inclusion would be antidilutive.

6.      Litigation

        The Company is a defendant in two lawsuits brought by Pall Corporation
        ("Pall"). In complaints filed in February 1996 and November 1996, Pall
        alleged that HemaSure's manufacture, use and/or sale of the LeukoNet
        product infringes upon three patents held by Pall.

        On October 14, 1996 in connection with the first action concerning U.S.
        Patent No. 5,451,321 ( the "'321 patent"), the Company filed for summary
        judgment of noninfringement. Pall filed a cross motion for summary
        judgment of infringement at the same time.

        In October 1997, the Eastern District of New York granted in part Pall's
        summary judgment motion relating to the '321 patent. The Company has
        agreed to terminate the manufacture, use, sale and offer for sale of the
        filter subject to the court's order. In April 1998, the Eastern District
        of New York granted HemaSure's request to appeal the October 1997
        decision. The appeal of the October 1997 decision is currently pending
        before the U.S. Court of Appeals for the Federal Circuit.

        With respect to the second action concerning U.S. Patent No. 4,952,572
        (the "'572 patent"), the Company has answered the complaint stating that
        it does not infringe any claim of the asserted patents and has filed for
        summary judgment of noninfringement. Pall filed a cross motion for
        summary judgment of infringement at the same time. Further, the Company
        has counterclaimed for declaratory judgment of invalidity,
        noninfringement and unenforceability of the '572 patent.

        The Company believes, based on advice of its patent counsel, that a
        properly informed court should conclude the manufacture, use and/or sale
        by the Company or its customers of the LeukoNet product did not infringe
        any valid enforceable claim of the three Pall patents. However, there
        can be no assurance that the Company will prevail in the pending
        litigations, and an adverse outcome in a patent infringement action
        would have a material adverse effect on the Company's future business
        and operations.

7.      Subsequent event

        In August 1998, the Company received a written commitment from a
        commercial bank for a $5 million revolving line of credit. Up to $3
        million under the line will be available upon the signing of the
        definitive loan agreement, with the remainder available upon a
        completion of certain events as defined, including clearance of its
        510(k) Pre-Market Notification Application currently with the U.S. Food
        and Drug Administration. The revolving line of credit, which is expected
        to expire in June 2000, will be used to help finance the Company's
        working capital requirements and for general corporate purposes. Amounts
        borrowed under the line are anticipated to bear interest at the bank's
        prime lending rate plus 1/2% payable quarterly in arrears. The bank will
        have a first lien on all assets of the Company including its
        intellectual property.

        Sepracor, the Company's largest stockholder, has agreed in principle to
        guarantee repayment by the Company of amounts borrowed under the line of
        credit. In exchange for the guarantee, subject to the approval of the
        Company's Board of Directors, the Company will grant to Sepracor
        warrants to purchase up to 1,700,000 shares of the Company's common
        stock at a price of $0.69 per share, of which 1,000,000 warrants will be
        exercisable upon issuance and 700,000 warrants will be exercisable in
        the event the Company draws down in excess of $3 million under the line
        of credit. The warrants will expire in the year 2003 and have certain
        registration rights associated with them. HemaSure will value the
        warrants as of the date of the final agreement and record a charge over
        the term of the line of credit. The closing of the line of credit is
        subject to the satisfaction of customary conditions, including the
        negotiation and execution of customary loan documents and related
        agreements with Sepracor. Accordingly, there can be no assurance that
        the line of credit will close on the terms set forth in the commitment,
        if at all.



                                                7


747001.1  
<PAGE>



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


Results of Operations

        Overview

HemaSure was established in December 1993 as a wholly-owned subsidiary of
Sepracor Inc. ("Sepracor"). Prior to that date, its business was conducted as
part of Sepracor's bioprocessing division. Effective as of January 1, 1994, in
exchange for 3,000,000 shares of Common Stock, Sepracor transferred to HemaSure
its technology relating to the manufacture, use and sale of medical devices.

The Company is utilizing its proprietary filtration technologies to develop
products to increase the safety of donated blood and to improve certain blood
transfusion procedures. The Company's products are designed for use in blood
centers and hospital blood banks worldwide. From inception through fiscal 1995,
HemaSure has sold non-blood related filter products primarily to Sepracor. In
February 1998, the Company determined to discontinue manufacturing the LeukoNet
System and focus on the completion of development and market introduction of its
next- generation red cell filtration product. All of the Company's planned
blood-related products are in the research and development state, and certain of
these products may require preclinical and clinical testing prior to submission
of any regulatory application for commercial use. The Company's success will
depend on development and commercial acceptance of these blood-related products
and its ability to raise capital through strategic partnerships, public or
private equity and/or debt financing.

The Company is subject to risks common to companies in the medical technology
industry, including, but not limited to, development by the Company or its
competitors of new technological innovations, dependence on key personnel,
protection of proprietary technology and compliance with FDA regulations.

        Three and six months ended June 30, 1998 and 1997

The Company did not record any revenues for the quarter ended June 30, 1998
compared to revenues of $517,000 in the same period in 1997. Revenues were
$25,000 for the first six months of 1998 compared to $1,068,000 for the first
six months of 1997. Revenues for all periods presented represent sales of the
Company's discontinued LeukoNet System.

Total cost of products sold exceeded total product sales in all periods due to
the high costs associated with low-volume production.

Research and development expenses were $1,249,000 in the second quarter of 1998
compared to $876,000 in the second quarter of 1997, and were $2,011,000 in the
six months ended June 30, 1998 compared to $1,761,000 in the six months ended
June 30, 1997. The increase in both the three and six month periods is primarily
attributable to costs associated with the development of the Company's next
generation red cell filtration system, the r/LS system.

Legal expenses related to patents were $394,000 in the second quarter of 1998
compared to $106,000 in the second quarter of 1997, and were $1,456,000 in the
six months ended June 30, 1998 compared to $200,000 in the six months ended June
30, 1997. The increase in both the three and six month periods is due to costs
associated with defending the Company's patent position in its outstanding
litigation with Pall Corp.

Selling, general and administrative expenses were $1,252,000 in the three months
ended June 30, 1998 compared to $1,000,000 in the three months ended June 30,
1997, and were $2,263,000 in the first six months of 1998 compared to $2,319,000
in the first six months of 1997. The increase


                                        8


747001.1  

<PAGE>



in the three month period is due primarily to increases in sales and marketing
costs associated with the preparation to market and sell the Company's r/LS
system. The decrease in the six month period is primarily attributable to lower
administrative costs associated with the Company's decision to focus on its core
blood filtration business offset in part by sales and marketing costs associated
with the preparation to market and sell the Company's r/LS system. Sales and
marketing costs may increase in future periods from current levels as the
Company continues its efforts to expand sales of its blood filtration products.

In the three month period ended June 30, 1997, the Company recorded a one time
charge of $1,215,000 for severance and related charges in connection with
executive management departures pursuant to HemaSure's decision to focus on its
core blood filtration business.

Interest income for both the three and six months ended June 30, 1998 decreased
compared to the three and six months ended June 30, 1997 due to lower average
cash and marketable securities balances available for investment. Interest
expense for the three and six month periods ended June 30, 1998 decreased
compared to the same periods in 1997 related to a convertible subordinated note
payable which is not existence in 1998 and a lower average capital lease
obligation balance.

Liquidity and Capital Resources
The net increase in cash and cash equivalents for the six months ended June 30,
1998 was $508,000. This increase is attributable primarily to net cash provided
from investing activities of $6,696,000 offset in part by net cash used in
operating activities of $6,105,000 and net cash used in financing activities of
$83,000.

Net cash provided from investing activities relates to available-for-sale
marketable securities investing activities of $6,862,000 offset in part by
additions to property and equipment of $167,000. Net cash used in operating
activities is primarily attributable to the net loss of $6,292,000 and a
reduction in accounts payable and accrued expenses of $418,000 offset in part by
deprecation and amortization of $284,000 and the reduction of accounts
receivable of $436,000.

In August 1998, the Company received a written commitment from a commercial bank
for a $5 million revolving line of credit. Up to $3 million under the line will
be available upon the signing of the definitive loan agreement, with the
remainder available upon a completion of certain events as defined including
clearance of its 510(k) Pre-Market Notification Application currently with the
U.S. Food and Drug Administration. The revolving line of credit, which is
expected to expire in June 2000, will be used to help finance the Company's
working capital requirements and for general corporate purposes. Amounts
borrowed under the line are anticipated to bear interest at the bank's prime
lending rate plus 1/2% payable quarterly in arrears. The bank will have a first
lien on all assets of the Company including its intellectual property.

Sepracor, the Company's largest stockholder, has agreed in principle to
guarantee repayment by the Company of amounts borrowed under the line of
credit. In exchange for the guarantee, subject to the approval of the
Company's Board of Directors, the Company will grant to Sepracor
warrants to purchase up to 1,700,000 shares of the Company's common
stock at a price of $0.69 per share, of which 1,000,000 warrants will be
exercisable upon issuance and 700,000 warrants will be exercisable in
the event the Company draws down in excess of $3 million under the line
of credit. The warrants will expire in the year 2003 and have certain
registration rights associated with them. HemaSure will value the
warrants as of the date of the final agreement and record a charge over
the term of the line of credit. The closing of the line of credit is
subject to the satisfaction of customary conditions, including the
negotiation and execution of customary loan documents and related
agreements with Sepracor. Accordingly, there can be no assurance that
the line of credit will close on the terms set forth in the commitment,
if at all.



                                        9


747001.1  
<PAGE>



contingency amount to reflect the most probable result of the Company's decision
to exit the plasma business. On January 6, 1998, $8,687,000 of debt, which the
Company believes was the entire amount outstanding as of the date of conversion,
was converted into Common Stock at a conversion price of $10.50 per share, or
827,375 shares, pursuant to the terms of the note. The holder of the note has
contested the conversion of the note, including the forgiveness of the
$3,000,000 amount.

The Company believes based on its current operating plan, that, in addition to
its available cash and marketable securities balances, and the use of the funds
available to it under the line of credit commitment, it will be able to fund the
Company's operations through 1998. The Company expects to continue to evaluate
the need for additional capital over the remainder of 1998 in order to continue
to fund working capital and general corporate financing requirements. Possible
sources of such additional capital could include strategic partnerships, public
or private equity and/or debt financing. No assurance can be given, however,
that the Company will be able to obtain additional financing on terms acceptable
to the Company, if at all. Should the Company fail to obtain any such financing,
or to obtain such financing on terms favorable to the Company, the Company may
be unable to continue or complete the development of its proposed products
and/or market such products successfully, or to continue its current operations
as presently conducted, if at all, beyond 1998. Should the Company be unable to
complete the financing expected from its written commitment for such financing,
it would not be able to continue its current operations beyond August 1998, if
at all. The Company's cash requirements may vary materially from those now
planned because of factors such as successful development of products, results
of product testing, approval process at the FDA and similar foreign agencies,
commercial acceptance of its products, patent developments and the introduction
of competitive products.


                                       10


747001.1  
<PAGE>



                           PART II - OTHER INFORMATION

Item  1.  Legal Proceedings.

         The Company is a defendant in two lawsuits  brought by Pall Corporation
         ("Pall").  In complaints filed in February 1996 and November 1996, Pall
         alleged that  HemaSure's  manufacture,  use and/or sale of the LeukoNet
         product infringes upon three patents held by Pall.

         On October 14, 1996 in connection with the first action concerning U.S.
         Patent No. 5,451,321 (the "'321 patent"), the Company filed for summary
         judgment  of  noninfringement.  Pall filed a cross  motion for  summary
         judgment of infringement at the same time.

         In October  1997,  the  Eastern  District  of New York  granted in part
         Pall's summary judgment motion relating to the '321 patent. The Company
         has agreed to terminate the  manufacture,  use, sale and offer for sale
         of the filter subject to the court's order.  In April 1998, the Eastern
         District  of New York  granted to  HemaSure  its  request to appeal the
         October  1997  decision.  The appeal of the  October  1997  decision is
         currently  pending  before the U.S.  Court of Appeals  for the  Federal
         Circuit.

         With respect to the second action  concerning U.S. Patent No. 4,952,572
         (the "'572  patent"),  the Company has answered the  complaint  stating
         that it does not  infringe  any claim of the  asserted  patents and has
         filed  for   summary   judgment  of   noninfringement.   Pall  filed  a
         cross-motion  for summary  judgment of  infringement  at the same time.
         Further,  the Company has  counterclaimed  for declaratory  judgment of
         invalidity, noninfringement and unenforceability of the '572 patent.

         The Company  believes,  based on advice of its patent  counsel,  that a
         properly  informed court should  conclude the  manufacture,  use and/or
         sale by the Company or its  customers of the  LeukoNet  product did not
         infringe  any  valid  enforceable  claim  of the  three  Pall  patents.
         However, there can be no assurance that the Company will prevail in the
         pending  litigations,  and an adverse outcome in a patent  infringement
         action would have a material  adverse  effect on the  Company's  future
         business and operations.

Items  2 - 3.     None

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

At  the  Company's Annual  Meeting of Stockholders  held  on  May 26, 1998, the
following proposals were adopted by the vote specified below.


                        Proposal              For           Withheld
                        --------              ---           --------
1.     Election of Directors

                Timothy J. Barberich       7,655,997         74,380
                John F. McGuire            7,655,997         74,380
                Rolf S. Stutz              7,655,997         74,380
                David S. Barlow            7,655,997         74,380
                Justin E. Doheny           7,655,997         74,380


                                       11
747001.1  
<PAGE>

<TABLE>
                                                 For         Against    Abstain     Broker Nonvotes - (1)
                                                 ---         -------    -------     ---------------------
<S>    <C>                                    <C>            <C>         <C>              <C>

2.     Amendments to the Company's 1995       4,817,967      152,358     18,425           2,741,627
       Employee Stock Purchase Plan
</TABLE>


At the Company's Annual Meeting of Stockholders held on May 26, 1998, the
following proposals were not adopted by the vote specified below.

<TABLE>
                                                 For         Against    Abstain     Broker Nonvotes -(1)
                                                 ---         -------    -------     --------------------
<S>    <C>                                       <C>            <C>         <C>           <C>
3     Amendments to the Company's 1994           4,267,279      602,092     20,125        2,840,881
      Stock Purchase Plan
</TABLE>

(1) Votes counted for purposes of determining whether a quorum is present for
the meeting but indicates that the broker or other holder was not authorized by
the beneficial owner to cast a vote on certain proposals but was authorized to
cast (and did cast) a vote on at least one other proposal.

Item  5.  None
Item  6.  Exhibits and Reports on Form 8-K

          a)  Exhibits
                The exhibits noted on the Exhibit Index immediately preceding
                the exhibits are filed as part of this Quarterly Report on
                Form 10-Q.

                27.1  Financial Data Schedule

          b)  Reports on Form 8-K - None


                                       12



747001.1  
<PAGE>



                                   SIGNATURES


         Pursuant to 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.




                                  Hemasure Inc.



Date:    August 14, 1998          /s/ John F. McGuire
                                  -------------------------------------
                                  Name:    John F. McGuire
                                  Title:   President and Chief Executive Officer
                                           (Principal Executive Officer)


Date:    August 14, 1998          /s/ James B. Murphy
                                  --------------------------------------
                                  Name:    James B. Murphy
                                  Title:   Senior Vice President Finance
                                           and Administration
                                           (Principal Financial Officer)


                                       13


747001.1  
<PAGE>




Exhibit No.  Description
-----------  ---------------------------------------------------------------

2.1**        Heads of Agreement, dated as of January 31, 1996, between
             the Company and Novo Nordisk A/S.

3.1*         Certificate of Incorporation of the Company.

3.2*         By-Laws of the Company.

4.1*         Specimen  Certificate for shares of Common Stock,  $.01 par value,
             of the Company.

4.2***       Registration Rights Agreement, dated January 23, 1997, by and
             among the Company and Novo Nordisk A/S.

10.1         The Company's 1995 Employee Stock Purchase Plan, as amended.

27.1         Financial Data Schedule.

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

*    Incorporated herein by reference to the Company's Registration
     Statement on Form S-1, as amended (File No. 33-75930).

**   Incorporated herein by reference to the Company's Annual Report on Form
     10-K for the year ended December 31, 1995.

***  Incorporated herein by reference to the Company's Annual Report on Form
     10-K for the year ended December 31, 1996.


                                       14



747001.1  
<PAGE>