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: September 30, 1998
                                       ..................

                                       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   0-23776
                                ...................................

                                  HemaSure Inc.
           ..........................................................
             (Exact name of registrant as specified in its charter)

        Delaware                                            04-3216862
 .............................................   ...............................
(State or other jurisdiction of incorporation           (I.R.S. Employer
          or organization )                          Identification Number)

                140 Locke Drive, Marlborough, Massachusetts 01752
          ............................................................
                    (Address of principal executive offices)
                                   (Zip Code)

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

                                 Not Applicable
          ............................................................
              (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 November 6, 1998

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HemaSure Inc.

INDEX




                                                                           Page
                                                                           ----
Part I    Financial Information

Item 1.   Financial Statements

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

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

          Consolidated Statements of Cash Flows for the Periods 
          Ended September 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                                9



Part II   Other Information                                                 13

Item 1.   Legal Proceedings                                                 13

Item 6.   Exhibits and Reports on Form 8-K                                  13

Signatures                                                                  14



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<PAGE>



                         Part I - FINANCIAL INFORMATION
Item 1.  Financial Statements
                                  HemaSure Inc.
                           Consolidated Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>

(In thousands)                                                                  September 30,             December 31,
                                                                                    1998                      1997
                                                                             -------------------      --------------------
ASSETS

<S>                                                                            <C>                      <C>
Current assets:
   Cash and cash equivalents                                                   $           2,239        $            1,274
   Marketable securities                                                                       -                      6882
   Accounts receivable                                                                         -                       436
   Inventories                                                                               309                       158
   Deferred financing costs                                                                  600
   Prepaid expenses                                                                          384                       347
                                                                               -----------------        ------------------

                                                                                           3,532                     9,097

Property and equipment, net                                                                1,504                     1,478
Deferred financing costs - long term                                                         521
Other assets                                                                                  32                        32
                                                                               -----------------        ------------------

   Total assets                                                                $           5,589        $           10,607
                                                                               =================        =================

LIABILITIES AND STOCKHOLDERS (DEFICIT)

Current liabilities:
   Accounts payable                                                            $           1,128        $              876
   Accrued expenses                                                                        1,448                     1,846
   Note payable - current portion                                                             38                        37
   Capital lease obligations - current portion                                               273                       267
                                                                               -----------------        ------------------

   Total current liabilities                                                               2,887                     3,026

Capital lease obligations                                                                     99                       289
Note payable                                                                               3,053                        72
Convertible subordinated note payable                                                          -                     8,687

Total liabilities                                                                          6,039                    12,074

Stockholders' (deficit)
   Common stock                                                                               90                        82
   Additional paid-in capital                                                             70,771                    60,878
   Unearned compensation                                                                       -                      (89)
   Unrealized holding loss of available for sale marketable securities                         -                       (1)
   Accumulated deficit                                                                  (71,311)                  (62,337)
                                                                               -----------------        ------------------

Total stockholders' (deficit)                                                              (450)                   (1,467)
                                                                               -----------------        ------------------

Total liabilities and stockholders' (deficit)                                  $           5,589        $           10,607
                                                                               =================        ==================
</TABLE>
                     The accompanying notes are an integral
                        part of the financial statements.

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

<TABLE>
<CAPTION>

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

<S>                                                          <C>              <C>              <C>               <C>          
Revenues                                                     $            -   $       522      $           25    $       1,590

Costs and expenses:

   Cost of products sold                                                  -           626                 657            2,505
   Research & development                                               855           938               2,866            2,699
   Legal expense related to patents                                     857            72               2,313              272
   Selling, general and administrative                                  905           765               3,168            3,084
   Restructuring charge                                                   -             -                   -            1,215
                                                             --------------   -------------    ----------------  ---------------

       Total costs and expenses                                       2,617         2,401               9,004            9,775
                                                             --------------   -------------    ----------------  ---------------

Loss from operations                                                (2,617)       (1,879)             (8,979)          (8,185)

   Interest income                                                       13           117                 133              458
   Interest expense                                                    (78)         (374)               (128)          (1,042)
   Other income (expense)                                                 -         2,499                   -           2,498
                                                             --------------   -------------    ----------------  ---------------

Net (loss) income                                            $      (2,682)   $       363      $      (8,974)    $     (6,271)
                                                             ==============   =============    ===============   ==============

Net (loss) income per share - basic and diluted              $       (0.30)   $      0.04      $       (1.00)    $      (0.77)
                                                             ==============   =============    ================  ===============

Weighted average number of shares of common stock                     9,043         8,128               9,014            8,122
outstanding - basic and diluted
</TABLE>


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

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<PAGE>



                                  HemaSure Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

(In thousands)                                                                                 Nine-month periods
                                                                                               ended September 30,
                                                                                     ---------------------------------------

                                                                                            1998                1997
                                                                                     ------------------  -------------------
<S>                                                                                  <C>                   <C>
Cash flows from operating activities:
   Net loss                                                                          $          (8,974)    $         (6,271)
   Adjustments to reconcile net loss to net cash
   used in operating activities
   Depreciation and amortization                                                                    446                  568
   Accretion of marketable securities discount                                                       20                    7
   Loss on disposal of equipment                                                                      5                    -
Changes in operating assets and liabilities:
   Net assets of discontinued business                                                                -                  350
   Accounts receivable                                                                              436                   33
   Inventories                                                                                    (151)                (411)
   Prepaid expenses                                                                                (37)                  179
   Accounts payable and accrued expenses                                                          (146)                (499)
                                                                                     ------------------  -------------------

Net cash used in operating activities                                                           (8,401)              (6,044)
                                                                                     ------------------  -------------------

Cash flows from investing activities:
   Purchase of available-for-sale marketable securities                                        (20,255)             (77,642)
   Maturities of available-for-sale marketable securities                                        27,117               82,217
   Unrealized holding loss of available-for-sale marketable securities                                1                    2
   Additions to property and equipment                                                            (338)                (130)
   Decrease in other assets                                                                           -                 (13)
                                                                                     ------------------  -------------------

Net cash provided from investing activities                                                       6,525                4,434
                                                                                     ------------------  -------------------

Cash flows from financing activities:
   Proceeds from issuance of common stock                                                            43                   52
   Borrowing from notes payable arrangements                                                      3,000                  140
   Repayments of notes payable                                                                     (18)                 (21)
   Repayments of capital lease obligations                                                        (184)                (174)
                                                                                     ------------------  -------------------

   Net cash provided from (used for) financing activities                                         2,841                  (3)
                                                                                     ------------------  -------------------

Net increase (decrease) in cash and cash equivalents                                                965              (1,613)

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

Cash and cash equivalents at end of period                                           $            2,239  $             3,914
                                                                                     ==================  ===================
</TABLE>

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


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<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 September 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 Annual Report on 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:



                               September 30, 1998     December 31, 1997
                               ------------------     -----------------

     Raw Materials                    $ 164                     $ -
     Work in progress                    -                        -
     Finished goods                     145                      158
                                       ----                     ----

                                      $ 309                    $ 158
                                      =====                    =====

3.   Property and Equipment

     Property and equipment consists of the following:


                                          September 30, 1998  December 31, 1997
                                          ------------------  -----------------


     Property and equipment                     $ 2,870             $ 3,176

     Less accumulated depreciation and
     amortization                                (1,766)             (1,771)
                                                --------            -------

                                                  1,104               1,405

     Construction in progress                       400                  73
                                                -------                  --

                                                $ 1,504             $ 1,478
                                                =======             =======


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<PAGE>



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.

5.   Notes Payable

     In September 1998, the Company completed a $5 million revolving line of
     credit arrangement with a commercial bank. As of September 30, 1998,
     $3,000,000 was outstanding under the line. The remaining $2 million will be
     available to borrow only if the Company achieves certain operational
     corporate milestones (of which there can be no assurance), including
     clearance of its 510(K) Pre-Market Notification Application currently with
     the U.S. Food and Drug Administration (the "FDA"). The revolving line of
     credit, which expires in August 2000, will be used to help finance the
     Company's working capital requirements and for general corporate purposes.
     Amounts borrowed under the line bear interest at the bank's prime lending
     rate plus 1/2% payable quarterly in arrears. The bank has a first lien on
     all assets of the Company including its intellectual property.

     Sepracor, the Company's largest shareholder has guaranteed to repay amounts
     borrowed under the line of credit. In exchange for the guarantee, the
     Company granted 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 is exercisable upon issuance and 700,000 warrants will be
     exercisable in the event the Company draws down in excess of $3,000,000
     under the line of credit. The warrants will expire in the year 2003 and
     have certain registration rights associated with them. HemaSure has placed
     a value of $1,200,000 on the 1,000,000 warrants as of the date of the final
     agreement and will record a charge of $50,000 per month over the term of
     the line of credit. Should the Company borrow in excess of $3,000,000 and
     issue the additional 700,000 warrants, it will value those warrants using
     the same methods and record a monthly charge from the date of issuance to
     the end of the term of the line of credit agreement.

6.   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.

7.   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 

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<PAGE>



     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.


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<PAGE>





                      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 its LeukoNet
System and focus on the completion of development and market introduction of its
next-generation red cell filtration product, the r\LS red blood cell
leukoreduction system. 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, as
well as risks associated with the potential inability to raise capital.


     Three and nine months ended September 30, 1998 and 1997

The Company did not record any revenues for the quarter ended September 30, 1998
compared to revenues of $522,000 in the same period in 1997 due to the Company's
determination to discontinue the manufacture of its LeukoNet System. Revenues
were $25,000 for the first nine months of 1998 compared to $1,590,000 for the
first nine months of 1997. Revenues for all periods presented represent sales of
the Company's 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 $855,000 in the second quarter of 1998,
compared to $938,000 in the second quarter of 1997, and were $2,866,000 in the
nine months ended September 30, 1998 compared to $2,699,000 in the nine months
ended September 30, 1997. The decrease in the comparative three month period is
primarily attributable to the near completion of development of the Company's
next-generation red cell filtration system, the r\LS system. The increase in the
comparative nine month periods is primarily attributable to costs associated
with the development of the Company's r\LS system.



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<PAGE>


Legal expenses related to patents were $857,000 in the second quarter of 1998
compared to $72,000 in the second quarter of 1997, and were $2,313,000 in the
nine months ended September 30, 1998 compared to $272,000 in the nine months
ended September 30, 1997. The increase in both the three and nine 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 $905,000 in the three months
ended September 30, 1998 compared to $765,000 in the three months ended
September 30, 1997, and were $3,168,000 in the first nine months of 1998,
compared to $3,084,000 in the first nine months of 1997. The increase in both
the three and nine month periods is due primarily to increases in sales and
marketing costs associated with getting prepared to market and sell the
Company's r\LS system. Sales and marketing costs may continue to increase in
future periods from current levels as the Company continues its efforts to
expand sales of its blood filtration products.

In the nine month period ended September 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 nine months ended September 30, 1998
decreased compared to the three and nine months ended September 30, 1997 due to
lower average cash and marketable securities balances available for investment.
Interest expense for the three and nine month periods ended September 30, 1998,
decreased compared to the same periods in 1997 related to a convertible
subordinated note payable which is not in 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 nine months ended
September 30, 1998 was $965,000. This increase is attributable primarily to net
cash provided from investing activities of $6,525,000 and net cash provided from
financing activities of $2,841,000, offset in part by net cash used in operating
activities of $8,401,000.

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 $338,000. Net cash provided from
financing activities is primarily attributable to borrowings under the Company's
line of credit arrangement of $3,000,000 offset in part by repayments of capital
lease obligations of $184,000. Net cash used in operating activities is
primarily attributable to the net loss of $8,974,000 and a reduction in
inventories of $151,000 offset in part by depreciation and amortization of
$446,000 and the reduction of accounts receivable of $436,000.

In September 1998, the Company completed a $5 million revolving line of credit
arrangement with a commercial bank. As of September 30, 1998, $3 million was
outstanding under the line. The remaining $2 million will be available to borrow
only if the Company achieves certain corporate milestones (of which there can be
no assurance), including clearance of its 510(K) Pre-Market Notification
Application currently with the FDA. The revolving line of credit, which expires
in August 2000, will be used to help finance the Company's working capital
requirements and for general corporate purposes. Amounts borrowed under the line
bear interest at the banks prime lending rate plus 1/2% payable quarterly in
arrears. The bank has a first lien on all assets of the Company including its
intellectual property.

Sepracor, the Company's largest shareholder has guaranteed to repay amounts
borrowed under the line

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<PAGE>


of credit. In exchange for the guarantee, the Company granted 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 is 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
has placed a value of $1,200,000 on the 1,000,000 warrants as of the date of the
final agreement and will record a charge of $33,000 per month over the term of
the line of credit. Should the Company borrow in excess of $3,000,000 and issue
the additional 700,000 warrants, it will value those warrants using the same
methods and record a monthly charge from the date of issuance to the end of the
term of the line of credit agreement.

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.

The Company believes based on its current operating plan, that its available
cash and marketable securities balances will be sufficient to fund the Company's
operations through 1998. If and when the remaining $2,000,000 becomes available
to the Company under its line of credit (of which there can be no assurance),
the Company expects that such funds will be sufficient to fund the Company's
operations for approximately two months from the date of funding. 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. 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.


Readiness for Year 2000

The Year 2000 presents potential concerns for business and consumer computing.
The consequences of this issue may include systems failures and business process
interruption. It may also include additional business and competitive
differentiation. Aside from the well-known calculation problems with the use of
2-digit date formats as the year changes from 1999 to 2000, the Year 2000 is a
special case leap year and in many organizations using older technology, dates
were used for special programmatic functions.

The Year 2000 issue may affect HemaSure's internal systems, including
information technology (IT) and non-IT systems. HemaSure's management has formed
a committee which is presently engaged in an ongoing assessment of the readiness
of its systems for handling the Year 2000. Although the assessment is still
underway, management currently believes that it will be successful in
identifying and resolving any potential deficiencies in its IT and non-IT system
with respect to the Year 2000 issue by June 1999 and that all material systems
will be compliant by the Year 2000 and that the cost to address

776336.3
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<PAGE>



the issues is not material. Nevertheless, HemaSure expects to assess its need to
create contingency plans during 1999 for certain internal systems in the event
management determines that such contingency plans may become warranted.

All organizations dealing with the Year 2000 must address the effect this issue
will have on their third-party supply chain. HemaSure plans to also undertake
steps to identify whether its vendors have sufficiently identified and are
taking steps to address the Year 2000 issue. Management is presently formulating
a survey and plan for working with key third-parties to understand their ability
to continue providing services and products through the change to 2000. HemaSure
will work directly with its key vendors, distributors, and resellers, and
coordinate its action with respect to the Year 2000 issue with them if
necessary, to avoid any business interruptions in 2000. For these key
third-parties, contingency plans may be required.

HemaSure's management believes the impact of the Year 2000 will not cause any
material disruptions in HemaSure's operations. However, the impact of such
potential disruptions is difficult to discern and nonetheless remains a risk to
be considered in evaluating the financial prospects of HemaSure.

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                                       12

<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  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.

Items 2 - 5. None

Item 6.   Exhibits and Reports on Form 8-K

          a)   Exhibits

                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.
                4.3     Registration Rights Agreement, dated as of September 15,
                        1998, between the Company and Sepracor.
                4.4     Warrant  Agreement,  dated  as of  September  15,  1998,
                        between the

776336.3
                                       13

<PAGE>



                        Company and Sepracor.
                4.5     Warrant Certificate.
                10.1    Revolving  Credit and  Security  Agreement,  dated as of
                        September  15,  1998,  between  the  Company  and  Fleet
                        National Bank.
                10.2    Intellectual  Property Security  Agreement,  dated as of
                        September  15,  1998,  between  the  Company  and  Fleet
                        National Bank.
                10.3    Promissory Note, dated as of September 15, 1998, made by
                        the Company in favor of Fleet National Bank.
                10.4    Exclusive Distribution Agreement, dated as of August 14,
                        1998, between the Company and COBE BCT, Inc.
                10.5    Amended and Restated Master Strategic Alliance Agreement
                        between the Company and the American Red Cross.
                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.

          b)   Reports on Form 8-K - None




776336.3
                                       14

<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:   November 16, 1998                      /s/ John F. McGuire
                                             ---------------------
                                       President and Chief Executive Officer
                                          (Principal Executive Officer)




Date:   November 16, 1998                      /s/  James B. Murphy
                                             ----------------------
                                  Sr. Vice President Finance and Administration
                                          (Principal Financial Officer)


776336.3

<PAGE>




                                INDEX TO EXHIBITS
                                -----------------

                Exhibit
                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.
                4.3     Registration Rights Agreement, dated as of September 15,
                        1998, between the Company and Sepracor.
                4.4     Warrant Agreement, dated as of September 15, 1998,
                        between the Company and Sepracor.
                4.5     Warrant Certificate.
                10.1    Revolving Credit and Security Agreement, dated as of
                        September 15, 1998, between the Company and Fleet
                        National Bank.
                10.2    Intellectual Property Security Agreement, dated as of
                        September 15, 1998, between the Company and Fleet
                        National Bank
                10.3    Promissory Note, dated as of September 15, 1998, made by
                        the Company in favor of Fleet National Bank.
                10.4    Exclusive Distribution Agreement, dated as of August 14,
                        1998, between the Company and COBE BCT, Inc.
                10.5    Amended and Restated Master Strategic Alliance Agreement
                        between the Company and the American Red Cross.
                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.


776336.3