UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

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

                  For the fiscal year ended December 31, 1999

                                      OR

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

            For the transition period from                      to

                                    0-15507
                           (Commission file number)

                             IMMUCELL CORPORATION
            (Exact name of Registrant as specified in its charter)
     DELAWARE                                                   01-0382980
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

56 EVERGREEN DRIVE, PORTLAND, MAINE                                04103
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:  (207) 878-2770

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12 (g) of the Act:  Common Stock par
value $.10 per share
 (Title of class)

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

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not  be  contained,  to the
best  of  Registrant's knowledge, in definitive proxy or information statements
incorporated  by  reference  in  Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

The aggregate market value of the  Common  Stock  held by non-affiliates of the
Registrant at March 20, 2000 was approximately $14,300,000.

The number of shares of the Registrant's Common Stock  outstanding at March 20,
2000 was 2,616,684.

Documents incorporated by reference: Portions of the Registrant's 2000 Proxy
Statement to be filed in connection with the Annual Meeting of shareholders are
                 Incorporated by reference to Part iii hereof.
<PAGE>

                               TABLE OF CONTENTS


                                    PART I
ITEM 1.   Business .............................................1

ITEM 2.   Properties............................................7

ITEM 3.   Legal Proceedings.....................................7

ITEM 4.   Submission of Matters to a Vote of Security Holders...7

                                    PART II

ITEM 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters...............................................7

ITEM 6.   Selected Financial Data...............................7

ITEM 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.............................8

ITEM 8.   Financial Statements and Supplementary Data..........12

ITEM 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.............................12

                                   PART III

          ITEM 10.  Directors and Executive Officers of the Registrant 12

          ITEM 11.  Executive Compensation 13

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management 13

ITEM 13.  Certain Relationships and Related Transactions.......13

                                    PART IV

          ITEM 14.  Exhibits, Financial Statement Schedules and Reports on Form
8-K 13

SIGNATURES


<PAGE>
PART I

                               ITEM 1 - BUSINESS

General

     ImmuCell Corporation (the "Company") is a biotechnology company striving
to  build shareholder value by commercializing proprietary  technologies  and
helping  dairy  and beef producers and their veterinarians manage disease and
reproduction in their  herds.   Engaged  principally  in  the  development of
animal health products to expand its commercialized line of products  for use
by  dairy  and  beef  producers,  the Company is also conducting a Phase I/II
clinical trial of DiffGAM bovine anti-Clostridium  difficile immunoglobulins,
a human application of its milk-derived passive antibody  technology, for use
as  an  alternative  to  antibiotics  in  the treatment of a gastrointestinal
infection. In addition, the Company is marketing Crypto-Scan   , a diagnostic
test that detects Cryptosporidium in drinking-water supplies world-wide.

     From its inception in 1982, the Company has engaged in the research  and
development  of  both  infectious  disease  diagnostic tests and products for
therapeutic  and  preventive uses against certain   infectious   diseases  in
animals and humans.  Beginning  in  1996, the Company diversified its product
development pipeline in two significant  ways.   First,  the Company utilized
the  knowledge  gained  developing  a  product  to  treat  a gastrointestinal
infection caused by Cryptosporidium parvum to develop a method  to detect the
presence  of  this dangerous parasite in drinking-water supplies.   Secondly,
the Company utilized both its expertise in purifying proteins from cows' milk
and its exclusive  world-wide  license  to certain purification technology to
develop  a  process to purify milk proteins  derived  from  cheese  whey  for
nutritional applications. Since 1998, the Company has focused the majority of
its product development efforts on the animal health industry.

     Research  and  development expenditures amounted to 17% and 23% of total
revenues in 1999 and  1998,  respectively.   Internally  funded  research and
development expenditures (those expenditures not supported by outside sources
of funding such as grant income) amounted to 13% and 17% of product  sales in
1999  and 1998, respectively.  Going  forward in 2000 and beyond, the Company
intends  to  maintain internally funded research and development expenditures
near to 13% of  product sales, which should result in continued profitability
provided that product  sales do not decline.  The Company intends to actively
pursue external financing  for  its  research and development efforts through
licensing arrangements with corporate  partners  and  funding from government
grants.  As product sales increase, the Company can both  reduce  this  ratio
and  increase  the  absolute  dollar  value  of  the  investment  in  product
development  without  jeopardizing the objective of recording continuing  and
increasing net operating profits.

Animal Health Products for the Dairy and Beef Industry

     On December 30, 1999,  the  Company acquired rights to the product, Wipe
Out<TM> Dairy Wipes, and certain other  related  rights  from  AMBI  Inc.  of
Purchase,  New  York.  The  transaction  included  the  purchase  of  certain
equipment, trademarks and a license of intellectual property for an aggregate
of $359,000.  The  Company  also  acquired  approximately $173,000 of product
inventory.  The Wipe Out  product consists of  pre-moistened  towelettes that
are impregnated with nisin to clean, sanitize and dry the teat  area of a cow
in  advance  of milking.  Nisin is a natural antibacterial protein  that  has
been demonstrated in clinical studies to be an effective aid in the reduction
of disease-causing  organisms  in  dairy  cows.   The  use  of nisin for such
applications is covered by five issued patents that were licensed  by AMBI to
the Company.

     In December 1999, the Company obtained approval from the U.S. Department
of  Agriculture ("USDA") to  sell  Tip-Test<TM>  Johne's,  which  is  a rapid
immunodiagnostic  test  for  the  detection  of  Johne's  disease,  a chronic
intestinal  infection  of  cattle  caused  by Mycobacterium paratuberculosis.
This highly sensitive product delivers on-site  results from a blood or serum
sample in about twenty minutes, which is a significant advantage to the dairy
producer  in  comparison  to  the  existing  diagnostic  technology  that  is
performed only in certified veterinary diagnostic  laboratories  (which  is a
more time consuming and expensive process).  Before sales can be initiated in
any state, the USDA approval is subject to the further approval of each state
veterinarian.   The Company has obtained the necessary state approval in many
states and is proceeding  with  obtaining  the necessary approvals throughout
the U.S. market.  The test format used for this  test  is  the  subject of an
exclusive,  world-wide license from a third party, which license also  covers
the format's use by the Company for five additional bovine applications.

     In 1991,  the  Company  obtained  approval  from  the USDA to sell First
Defense

   ,  which is manufactured by the Company from cows'  colostrum using
the Company's proprietary vaccine and milk protein purification technologies.
Currently,  First  Defense is the only USDA-licensed, bivalent (effective  in
combating two different  infectious  agents) scours preventive product on the
market.  The target disease, "calf scours",  is  seasonal,  with  the highest
incidence  in  the  winter  calving  months.   This  diarrheal disease causes
dehydration in newborn calves and often leads to serious  sickness  and  even
death.

     In  1988,  the  Company  obtained  an  exclusive  world-wide  license to
purchase  from  Kamar, Inc. of Steamboat Springs, Colorado and to market  and
sell an animal health  care  product known as the Kamar

    Heatmount


Detector. This product is used to detect the  physical  mounting  of  bovines
for the determination of standing heat, and is sold primarily to dairy farmers.
In June 1998, the Company entered  into a  renewal of its service and license
agreement effective through December 31, 2003 with Kamar  whereby  Kamar will
continue  to provide the Company warehousing, distribution and certain  other
services and the Company will continue to market the Kamar Heatmount Detector
under the exclusive  world-wide  license.  The renewal agreement continues to
be cancelable by either party upon twelve months written notice.

     The Company also markets the  following  two  animal health products: 1)
RPT

    and Accufirm

   , trade names for a milk progesterone  test  used  by
dairy farmers to monitor the reproductive status of their cows and 2) RJT<TM>,
used in the  detection of Mycobacterium paratuberculosis infections (Johne's
Disease) in cattle.   Sales of these products have been limited since their
commercial introductions.   The  sales  and sales growth potential for these
products in the future are not expected to be significant.

Commercialization of Milk Protein Purification Technology for Nutritional
Applications

     Underlying the Company's  milk  antibody  products  for human and animal
health  applications  is  a  certain  expertise developed by the  Company  to
process and purify milk proteins.  To capitalize  on  this expertise, in 1996
the  Company  formed  a  joint  venture  with  Agri-Mark  Inc.   of  Methuen,
Massachusetts   known  as  AgriCell  Company,  LLC  to  produce  and  sell  a
nutritional  protein   derived   from  cheese  whey,  known  as  lactoferrin.
Lactoferrin is an iron-binding protein  that, among several applications, can
be used in infant formula, nutritional applications  and  certain  cosmetics.
The  Company  licensed  certain rights to a patented purification system,  to
which  the  Company  holds an  exclusive  world-wide  license  from  Advanced
Separations  Technologies,  Inc.  ("AST")  for  all  milk  and  whey  protein
applications, to AgriCell for use in the production of lactoferrin.  In 1997,
AgriCell commissioned  a 6,800 square foot production facility at Agri-Mark's
cheese plant in Middlebury,  Vermont  which  was subsequently approved by the
USDA,  allowing  the commercial production of lactoferrin  to  be  initiated.
Initial  sales of lactoferrin  have  been  extremely  limited.   The  primary
markets for  this  product  at  this  time  are  in Asia, and sales have been
negatively impacted by reduced demand from Asian customers.

     The Company has a 50% ownership interest in this  joint  venture  and is
entitled  to  50% of the joint venture's profits from the sale of lactoferrin
after Agri-Mark  has  obtained  the return of an amount equal to its invested
capital.  Agri-Mark has funded a  capital investment by AgriCell in excess of
$1,000,000  principally  in  working capital,  fixed  assets  and  production
facility modifications, and Agri-Mark   is  entitled to a 90% priority return
until  it obtains the return of an amount equal  to  this  invested  capital.
Additionally,  Agri-Mark has the right to utilize the Company's technology to
produce and sell  whey  protein  isolate from Agri-Mark's Vermont cheese whey
source.  The Company is entitled to a royalty on any such sales.

     In  November 1997, the Company  licensed  certain  rights  to  the  same
patented protein  purification  system described above to Murray Goulburn Co-
operative  Co., Limited of Australia  for  the  production  of  whey  protein
isolate and  certain other milk proteins (excluding high purity lactoferrin).
In consideration  for the license, the Company received a $250,000 payment in
1997 and is entitled  to  a  royalty on the sales of whey protein isolate and
any other milk proteins manufactured under this license.  Murray Goulburn has
launched commercial sales of whey protein isolate, and royalties are expected
to begin to be earned by the Company in 2000.

     To extend the term of the  exclusive  license covering the patented milk
and whey protein purification system from AST  to  June 30, 2002, the Company
and  its  partners  must purchase another purification  system  from  AST  by
December 31, 2000.  The  license from AST can then be extended by up to three
more one year periods to as  far  as  June  30,  2005.   The  purchase  of an
additional  purification  system  before  the  license expires is required to
extend the license for each of these additional one year terms.  The purchase
of one additional purification system by June 30,  2005  would further extend
the license term by an additional six month term to December 31, 2005.

Product to Detect Pathogens in Drinking Water

   The Crypto-Scan

    water diagnostic test has been developed  to capitalize
on certain scientific knowledge gained under the Company's CryptoGAM research
program  described  below.  In 1996, the Company formed a joint venture  with
Membrex, Inc. to commercialize  the  combination  of  certain  immunomagnetic
separation   ("IMS")   technology  developed  by  the  Company  with  certain
concentration  technology  owned  by Membrex into a diagnostic test to detect
Cryptosporidium parvum oocysts and  other  microorganisms in water.  In 1998,
Membrex was acquired by Osmonics, Inc., and  subsequently  the  joint venture
was dissolved.  Simultaneously with the dissolution of the joint venture, the
relevant technology (that had been previously licensed to the joint  venture)
was licensed directly to the Company, subject to a royalty obligation payable
to  Osmonics.   The  license  agreement  covering  the Osmonics concentration
technology was terminated in March 2000.  The Company is continuing to market
its IMS technology under the Crypto-Scan

    brand name.

     Initial and limited sales of Crypto-Scan began  in  1997.   During 1997,
the  Company  entered  into  a  distribution  agreement with Adreck Marketing
Limited covering sales in the United Kingdom.  Initial sales in the U.K. have
been limited as the Company is working to gain  access  to the market through
the  applicable  U.K. regulatory authorities.  Sales of Crypto-Scan  are  not
expected to be significant  until  and  unless the product is approved by the
applicable  U.K.  regulatory  authority. The  Company  currently  expects  to
complete the required validation  study by April 30, 2000.  Sales in the U.S.
market would be influenced significantly by the U.S. Environmental Protection
Agency.

Milk Antibody Product Under Development For Humans

     DiffGAM{ }bovine anti-Clostridium difficile immunoglobulins is a bovine-
derived  specific polyclonal antibody  product  under  clinical  development,
which is subject to approval by the U.S. Food and Drug Administration ("FDA")
before sales  can  be initiated.  DiffGAM is intended to prevent and/or treat
Clostridium difficile-associated  diarrhea  ("CDAD") that is caused by toxin-
producing  Clostridium  difficile.  DiffGAM is  intended  to  neutralize  the
toxins produced by Clostridium  difficile in the colons of affected patients.
CDAD is caused most frequently by the use of broad spectrum oral antibiotics,
which kill bacteria in the colon  that  normally inhibit the proliferation of
Clostridium  difficile.   When  Clostridium   difficile   then  proliferates,
producing toxins that cause disease, the standard treatment  is  to  use oral
antibiotics   specific  for  Clostridium  difficile.   This  multi-antibiotic
treatment approach  can  lead to high rates of relapse and the development of
antibiotic resistance.  The  Company believes that DiffGAM may provide a safe
alternative to the current methods used to treat CDAD.

     The Company has developed  a  proprietary  formulation to deliver active
antibodies  to  the  lower gastrointestinal tract, the  site  of  Clostridium
difficile infections.   The Company believes that this formulation is central
to  the  effectiveness  of  DiffGAM.   Using  its  proprietary  milk  protein
purification technology, the Company has developed methods for the production
of commercial quantities of pathogen  specific  antibodies  from  cows' milk.
The Company's milk protein purification technology, which is directed  toward
the efficient production and formulation of antibodies used to prevent and/or
treat  gastrointestinal  infections,  is  used to manufacture DiffGAM and the
Company's commercialized animal health product, First Defense

   .

     Unlike First Defense which is produced  from  the  colostrum  (or "first
milk")  of hyper-immunized cows, DiffGAM is produced from the milk of  hyper-
immunized   cows.   Although  antibody  concentrations  are  much  higher  in
colostrum, more  total  antibodies  are  available  from  the  balance of the
lactation cycle.  Specifically, colostrum contains less than 20% of the total
antibodies  produced  by a cow during the entire lactation cycle.   For  this
reason, the Company has  developed  a  purification  process  that allows the
Company to harvest antibodies from a cow's entire lactation cycle, as opposed
to  only  from  the  colostrum.   The Company believes this milk purification
process may create a significant product cost advantage.

     Under an Investigational New Drug ("IND") application filed with the FDA
in March 1997, a clinical trial was  conducted  in mid-1997 demonstrating the
safety  of  DiffGAM  and  the colonic bioavailability  of  the  current  oral
formulation of the product.   The  Company  expects  to complete a multi-site
Phase I/II clinical trial of this product in the first  quarter of 2000.  The
principal  objective  of this trial is to assess the safety  and  preliminary
effectiveness of DiffGAM  in  the  treatment  of established CDAD. Contingent
upon positive clinical trial results, the Company  intends  to seek a partner
to  fund further development activities in exchange for marketing  rights  to
the product.   The  Company  would expect to benefit from a manufacturing and
supply arrangement with such a  partner.   The  Company  does  not  intend to
internally fund this product development.

     Clinical development of a second product, TravelGAM bovine anti-E.  coli
immunoglobulins, was discontinued in 1998.  TravelGAM was intended to prevent
diarrhea  caused  by  enterotoxigenic  E.  coli (commonly known as Travelers'
Diarrhea).  Further development of this product  was discontinued principally
due to the lack of a detectible treatment effect in  field trials despite the
more positive results from earlier hospital-based trials.

     Clinical  development  of  a  third  product,  CryptoGAM   bovine  anti-
Cryptosporidium  immunoglobulins,  was  discontinued in 1997.  CryptoGAM  was
intended   to   treat   chronic,   life-threatening    diarrhea   (known   as
cryptosporidiosis) in AIDS patients.  The decision to discontinue development
was made principally because the targeted patient population  for the product
had materially decreased due to the positive impact of new drug  therapies on
AIDS patients.


     The Company has obtained four Phase I and three Phase II Small  Business
Innovation  Research grants from the National Institutes of Health to support
the  development  of  milk  antibody  products  to  prevent  gastrointestinal
infections in humans.  The value of these grants has aggregated approximately
$1,891,000  since  1990, $162,000 of which was recognized in 1999 and $66,000
of which is expected to be recognized in 2000.

Other Products

     As an extension of its expertise with infectious diseases and subject to
a royalty bearing license  payable to a third party, the Company manufactures
and sells specific antibody-based  reagents used for the diagnosis of Group A
streptococcal infections, a bacterial  infection which causes "strep throat".
Sales of these reagents have declined significantly  in  recent years and are
not expected to be a primary focus of the Company's commercial business going
forward.

     While the Company continues its efforts with internally  and  externally
funded product development programs, the Company is also actively seeking  to
acquire new products and technologies.

Marketing and Sales

     The  Company  engages  in the direct marketing and sales of its products
principally  through  its  wholly-owned   marketing   subsidiary,  the  Kamar
Marketing  Group,  Inc.   The  manner  in  which the Company's  products  are
marketed and distributed depends in large measure  upon  the  nature  of  the
particular product, its intended users and the country where it is sold.  The
distribution   channel   selected  is  intended  to  address  the  particular
characteristics of the marketplace  for  a  given product.  First Defense

    is
primarily  sold  through  major  veterinarian distributors,  and  the  Kamar


Heatmount

    Detector is sold through bovine semen distributors and farm supply
retailers.  Separate agreements have  been  entered  into  for  sales through
these distribution channels.  The Company sells Tip-Test<TM>: Johne's  to bovine
veterinarians,  and  Wipe  Out<TM>  Dairy  Wipes  are sold directly to the dairy
producer.

Foreign Sales

     Foreign product sales represented approximately  24%, 25% and 28% of the
Company's total product sales for the years ended December 31, 1999, 1998 and
1997,  respectively.  The majority of these foreign sales  were  to  European
countries,  Australia,  New  Zealand  and  Canada.   It is anticipated that a
significant amount of the Company's future sales will  continue  to  be  made
outside of the United States.

     The  Company  currently  prices  most  of  its products in United States
dollars.  An increase in the value of the dollar  in  any  foreign country in
which the Company's products are sold may have the effect of  increasing  the
local  price  of  such  products,  thereby  leading to a reduction in demand.
Price adjustments have been made on occasion  to mitigate these effects. Such
a  negative  impact of the strong U.S. dollar was  experienced  in  sales  to
Pacific rim countries  in  1998  and  1999.  On the other hand, to the extent
that the value of the dollar may decline  with respect to a foreign currency,
the Company's competitive position may be enhanced.

Research and Development

     Beginning in 1998, the Company shifted the primary focus of its research
and development efforts to products for the  animal  health  industry.   This
focus  continued  in 1999 and is expected to continue in 2000.  To expand its
commercialized line  of  products  for  use  by dairy and beef producers, the
Company has invested in the development of new diagnostic products leveraging
the  Company's  experience with infectious diseases.  The  Company  has  also
initiated early stage  development  programs  of  certain vaccine and disease
preventive  products.  The  Company  maintains  relationships   with  several
scientific  advisors that have particular expertise in the areas targeted  by
the Company.

     The  Company's   research   and  development  activities  are  conducted
internally  and  through contracts with  third  parties  depending  upon  the
availability of staff,  the  technical  skills  required,  the  nature of the
particular  project and other considerations. As additional opportunities  to
commercialize the Company's technology become apparent, the Company may begin
new research  and  development  projects.   The  Company  spent approximately
$813,000,  $1,013,000  and $1,068,000 on research and development  activities
during the years ended December 31, 1999, 1998 and 1997, respectively.  These
expenditures were in part  supported  by  grant income totaling approximately
$187,000, $282,000 and $249,000 during the  years  ended  December  31, 1999,
1998 and 1997, respectively.



Competition

     The  Company's  competition  in the animal and human health care markets
includes other biotechnology companies,  major  pharmaceutical firms and food
and chemical companies. Many of these competitors  have substantially greater
financial, marketing, manufacturing and human resources  and  more  extensive
research   and  development  facilities  than  the  Company.  Many  of  these
competitors  may  develop  technologies and/or products which are superior to
those of the Company, or may  be  more  successful  in  developing production
capability  or  in  obtaining  certain  regulatory  approvals.   The  Company
believes that First Defense

    offers two significant competitive  advantages
over other products  in  the  market:   1)  its  capsule form, which does not
require refrigeration and provides ease of administration  and 2) competitive
products currently on the market provide protection only against  the leading
cause  of  calf  scours,  while  First  Defense provides this protection  and
additional  protection  against the second  leading  cause  of  the  disease.
Recently, competitive companies  have  introduced  products  similar  to  the
Kamar

    Heatmount

    Detector.  The success of these products could reduce
sales of   the   Company's   product.    GelTex   Pharmaceuticals   Inc.,
Ophidian Pharmaceuticals Inc., Peptide Therapeutics Group plc and Synsorb
Biotech Inc. are  developing  products  to  prevent  and/or  treat Clostridium
difficile-associated diarrhea.  Dynal, Inc., Genera Technologies, Ltd and Hach
Company market competitive immunomagnetic separation products for use in
the detection of Cryptosporidum in drinking water.

     The  Company  believes  that  its  competitive  position  will be highly
influenced by its ability to attract and retain key scientific and managerial
personnel, to develop proprietary technologies and products, to  obtain  USDA
or  FDA approval for new products, to continue to profitably sell its current
products and to raise adequate levels of capital to fund its activities.

     The  Company believes that supplies and raw materials for the production
of its products are readily available from a number of vendors and farms.  It
is the Company's  policy  to  maintain  several  sources  of  supply  for the
components used in the Company's products.

     The  Company  currently  competes  on  the basis of product performance,
price  and distribution capability.  The Company  continues  to  monitor  its
network of independent distributors to maintain its competitive position.

Patents and Proprietary Information

       In  1998,  the Company was issued two patents from the U.S. Patent and
Trademark Office.   The  first, which issued under U.S. Patent No. 5,747,031,
covers certain aspects of  the Company's proprietary manufacturing process to
separate antibodies from cows'  milk  used in the production of DiffGAM.  The
second, which issued under U.S. Patent  No. 5,789,190, covers certain aspects
of  the  method  used  to  detect Cryptosporidium  parvum  in  drinking-water
supplies.  In March 1999, the  Company  was  issued U.S. Patent No. 5,888,748
covering a different aspect of this water test.  In January 2000, the Company
received notice of allowance for a patent application  covering the method of
formulation  responsible  for  colonic  delivery  in DiffGAM  and  for  other
proteins.  Going forward, the Company may file additional patent applications
for  certain  products under development.  There can  be  no  assurance  that
patents will be issued with respect to any pending or future applications.

     The Company  has  licensed  the  right  to use certain milk purification
technology for the processing of immunoglobulins,  which  technology  is  the
subject  matter  of  one or more patents owned or controlled by the Wisconsin
Alumni Research Foundation.   The  Company  has also licensed exclusively the
right to use a purification system to manufacture  proteins  from cows' milk,
which  is  the  subject matter of one or more patents owned or controlled  by
Advanced Separations Technologies, Inc., which company was acquired by Calgon
Carbon Corporation  in  1997.   In  connection  with  the  acquisition of the
product, Wipe Out<TM>, the Company licensed rights to several patents covering
the use of  nisin  as  a  teat  wipe  to prevent bovine infections as well as
certain proprietary know-how used in the  production  of nisin from AMBI Inc.
The  format  used  in the Tip-Test<TM> on-site diagnostic product line is the
subject of at least one issued patent to Hydros Inc. to which the Company has
licensed rights.  The Company has also licensed exclusively rights to certain
cloned antigens of Cryptosporidium  parvum from the Regents of the University
of California, for which two U.S. patents  have  been  issued to the Regents.
This  license  covers  vaccine  product  applications  for  animals  and  was
sublicensed by the Company exclusively to AgriVax Inc. in 1999  in return for
a royalty on any product sales.

       In  1999, the Company obtained an exclusive license for pharmaceutical
applications  to U.S. Patent No. 5,773,000 entitled "Therapeutic Treatment of
Clostridium difficile  Associated Diseases" from GalaGen, Inc.  In connection
with this license, the Company agreed to pay GalaGen a royalty on any related
product sales.  The Company  also  granted  GalaGen  an option to exclusively
license   the  Company's  milk  protein  purification  technology   for   the
purification  of  immunoglobulins.   To  exercise  this  option,  GalaGen  is
required  to purchase a certain milk purification system from AST by December
1, 2000 to  extend  the  Company's  exclusive  license from AST.  The Company
would receive a royalty on any related product sales achieved by GalaGen.

       In some cases, the Company has chosen and may choose in the future not
to seek patent protection for certain products or  processes.   Instead,  the
Company has sought and may seek in the future to maintain the confidentiality
of  any  relevant proprietary technology.  Reliance upon trade secret, rather
than patent protection, may cause the Company to be vulnerable to competitors
who  successfully   replicate  the  Company's  manufacturing  techniques  and
processes.  Additionally,  there  can  be  no  assurance  that others may not
independently develop similar trade secrets or technology or obtain access to
the Company's unpatented trade secrets or proprietary technology.  All of the
Company's  employees  are  required  to  execute nondisclosure and  invention
assignment  agreements  designed  to protect  the  Company's  rights  in  its
proprietary products.

     Other companies may have filed  patent  applications  and  may have been
issued patents involving products or technologies potentially useful  to  the
Company or necessary for the Company to commercialize its products or achieve
its  business goals.  There can be no assurance that the Company will be able
to obtain licenses to such patents on terms acceptable to the Company.

Trademarks

     The  Company  has registered certain trademarks with the U.S. Patent and
Trademark Office in  connection  with  the  marketing  of  its products.  The
Company  has  obtained  registration  of  the  following  trademarks:   First
Defense

   , for one of its animal health products, Crypto-Scan

     for  its
water diagnostic test  and  RPT

     and  Accufirm

   ,  for  its progesterone
test.  The  Company  has applied for federal trademark registration  for the
Tip-Test<TM> on-site diagnostic product  line  and  for RJT<TM> Mycobacterium
paratuberculosis diagnostic product.  In December 1999, the Company purchased
the  federal trademark  application for  Wipe  Out<TM> and related design and
the registered trademark,  the "One Step Cow Prep

   ".   The  Company  has
received  notice of allowance for the Wipe Out mark.

Government Regulation

     The  manufacture  and  sale of some of the Company's animal health  care
products within the United States  is regulated by the USDA.  The manufacture
and marketing of disease treatment and  prevention products for human medical
applications and certain animal health products  within  the United States is
subject  to  regulation  by  the FDA.  Comparable agencies exist  in  foreign
countries and foreign sales of  the  Company's  products  will  be subject to
regulation by such agencies. Many states (including Maine where the Company's
facilities   are   located)   have  laws  regulating  the  production,  sale,
distribution or use of biological  products,  and  the  Company  may  have to
obtain  approvals  from regulatory authorities in states in which it proposes
to sell its products.   Depending  upon  the  product  and  its applications,
obtaining USDA and other regulatory approvals may be a relatively  brief  and
inexpensive  procedure  or it may involve extensive clinical tests, incurring
significant expenses and an approval process of several years' duration.

       The Company has received  USDA approval for Tip-Test: Johne's (its on-
site Johne's disease diagnostic test),  First  Defense (its scours preventive
product) and RJT (its Johne's disease diagnostic  test).  DiffGAM (to prevent
Clostridium difficile-associated diarrhea) is in an  FDA  Phase I/II clinical
trial  under  an  approved Investigational New Drug application.   Regulatory
approval from the Drinking  Water  Inspectorate  in  the  United  Kingdom  is
required  before  the  Company  can  expect  to  realize significant sales of
Crypto-Scan in that country.  The Company believes  that  it is in compliance
with current regulatory requirements relating to the Company's  business  and
products.

Product Liability

     The  manufacture  and  marketing  of  certain  of the Company's products
entails  a  risk  of  product liability.  The Company's current  exposure  to
product liability is mitigated  to some extent by the fact that the Company's
current products have heretofore been principally directed towards the animal
health care market.  The Company  has  maintained product liability insurance
in an amount which it believes is adequate to cover its potential exposure in
this area.

Employees

     The Company and its wholly-owned subsidiary,  the Kamar Marketing Group,
Inc.,  currently  employ  approximately twenty-two employees,  including  two
part-time employees. The full-time  equivalent of approximately nine and one-
half employees are engaged in manufacturing  operations, five in research and
development  activities, three in finance and administration  and  three  and
one-half in marketing and sales.  The manufacturing personnel is utilized, as
needed, in the  production  of  clinical  material  for  use  in research and
development.   The  Company  is  not  a  party  to  any collective bargaining
agreement and considers its employee relations to be excellent.

ITEM 2 - PROPERTIES

     The Company owns a 10,000 square foot building at  56 Evergreen Drive in
Portland, Maine.  The Company currently uses this space for substantially all
of  its  office,  laboratory  and manufacturing needs.  Given  the  increased
demands  on the Company's manufacturing  facility  resulting  from  increased
sales of First Defense

    and the introduction of a new product, Tip-Test<TM>:
Johne's, the Company is planning an expansion  of  approximately 6,000 square
feet to its  building  in  2000,  which  expansion  is  estimated  to  cost
approximately $400,000.

     The  Company also maintains access to certain animals,  primarily  cows,
through contractual relationships with several farms.

ITEM 3 - LEGAL PROCEEDINGS

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                 MATTERS

     The Company's  common stock trades on The Nasdaq SmallCap Market tier of
The Nasdaq Stock Market  under  the  symbol:   ICCC.   No dividends have been
declared  or paid on the common stock since its inception,  and  the  Company
does not contemplate the payment of cash dividends in the foreseeable future.

     The following  table sets forth the high and low sales price information
for the Company's common  stock as reported by The Nasdaq Stock Market during
the period January 1, 1998 through December 31, 1999:

<TABLE>
<CAPTION>

                           1999                                     1998
           1ST QTR. 2ND QTR.  3RD QTR. 4TH QTR.    1ST QTR.   2ND QTR.  3RD QTR.  4TH QTR.
<S>        <C>      <C>        <C>      <C>          <C>        <C>       <C>       <C>
High        $1.75   $1.63      $2.00    $2.63        $2.75      $2.50     $2.63     $2.13
Low         $1.06   $1.00      $1.25    $1.50        $1.94      $1.75     $1.00     $1.25
</TABLE>


     Such  market quotations  reflect  inter-dealer  prices,  without  retail
mark-up,  mark-down  or  commission.   As  of March 20, 2000, the Company had
8,000,000 common shares authorized and 2,616,684  common  shares outstanding,
and there were approximately 1,400 shareholders of record.   The  last  sales
price of the Company's common stock on March 20, 2000 was $5.75 as quoted  on
The Nasdaq Stock Market.

ITEM 6 - SELECTED FINANCIAL DATA

     The  selected  financial  data set forth below has been derived from the
audited financial statements of  the Company.  The information should be read
in  conjunction  with  the audited financial  statements  and  related  notes
appearing elsewhere in this Form 10-K.







<TABLE>
<CAPTION>


                                              Year Ended December 31,
                             1999           1998         1997       1996         1995
<S>                       <C>           <C>          <C>         <C>          <C>
Statement of Operations Data:

 Total Revenues           $4,909,245    $4,481,867   $4,556,678  $4,440,188   $4,937,529
 Product Sales             4,722,374     4,199,851    3,982,798   4,054,191    4,350,340
 Research & Development
  Expenses                   812,892     1,012,813    1,068,069   1,291,043    1,578,145
 Net Profit (Loss)           550,843      (102,518)     263,852     (66,202)      29,811

Per Common Share:
 Basic Net Profit (Loss)        0.23         (0.04)        0.11       (0.03)        0.01
 Diluted Net Profit (Loss)      0.22         (0.04)        0.10       (0.03)        0.01
 Stockholders' Equity           1.15          0.93         0.96        0.81         0.83
 Cash Dividend                   --            --           --          --           --

Balance Sheet Data:
 Total Assets              3,855,979     3,144,847    3,231,050    3,131,399   3,234,426
 Cash, Cash Equivalents
  and Short term
  Investments              1,823,689     1,538,905    1,021,324    1,044,441   1,550,011
 Current Liabilities         605,923       443,902      561,795      684,163     720,767
 Net Working Capital       2,219,386     1,866,222    1,642,363    1,405,099   1,849,580
 Long-Term Debt
  Obligations                434,658       453,349      339,747      570,022     608,343
 Stockholders' Equity     $2,815,398    $2,247,596   $2,329,508   $1,877,214  $1,905,316

</TABLE>


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Results of Operations

Fiscal 1999 Compared to Fiscal 1998

     Total  revenues  for  the  year  ended  December  31, 1999 of $4,909,000
increased by $427,000 (10%) from $4,482,000 in 1998.  Product  sales  for the
year ended December 31, 1999 of $4,722,000 were $523,000 (12%) more than  the
product  sales  recorded  in  1998.   Product  selling  prices have generally
increased in line with inflation.  Grant income decreased by $95,000 (34%) to
$187,000 in 1999.

     Aggregate  sales  of  First Defense

    and the Kamar

    Heatmount


Detector totaled approximately $4,517,000  (96%  of  total product sales) for
the year ended December 31, 1999 as compared to approximately $3,984,000 (95% of
total product sales) for the year ended December 31,  1998.   The  sales  of
First Defense are seasonal with highest sales expected in the winter months.
Sales of  First  Defense increased by 25% in the fourth quarter of 1999 as
compared to the fourth quarter of 1998.  While this significant increase in
sales is a positive  indication  for  the  product  in  the  long  term,  the
resulting unexpected reduction in  product  inventory  levels  caused  by  the
sudden increase in sales volume has created a backlog during the first quarter
of 2000.  The Company  estimates that such backlog may amount to approximately
$250,000.

     Grant income decreased to approximately  $187,000 (4% of total revenues)
in 1999 as compared to $282,000 (6% of total revenues)   in 1998.  In October
1997, the Company was awarded approximately $710,000 under a two-year federal
research grant to partially fund the Company's efforts to  develop  a product
to  prevent  Travelers'  Diarrhea.   In  1998,  the  remaining  funding  then
available  under  this  grant  was reallocated to the development of DiffGAM.
During 1999, the term of this grant  was extended by one year.  Approximately
$162,000 and $282,000 in grant income was recognized under this grant in 1999
and 1998, respectively.  Grant income  in  1999  also  included approximately
$25,000 from the State of Maine partially funding early  stage  research of a
bovine vaccine technology.

     Interest  income exceeded interest expense by approximately $33,000  and
$20,000 in 1999 and 1998, respectively. Interest expense was incurred in both
years on the Company's  outstanding  bank  debt.   The Company's share of the
loss  in the equity of its joint venture (AgriCell Company,  LLC)  aggregated
$97,000  and  $123,000  in  1999  and 1998, respectively. The Company's joint
venture loss was principally caused  by  the limited sales of lactoferrin due
to the financial crisis in Asia, the primary  market for this product.  As of
December 31, 1999, the investment in this joint  venture asset was completely
written  off.   While the operations of the joint venture  are  ongoing,  any
further losses incurred  by  the  joint  venture  will  have no impact on the
Company's  financial  statements.   Such losses could be carried  forward  to
reduce any future taxable income distributed  to  the  Company  by  the joint
venture.

     Product  costs  amounted to 46% of product sales in 1999 as compared  to
48% in 1998.  Internally  developed products tend to have higher gross margin
percentages than licensed-in  products.   Some  deterioration  of  the  gross
margin  percentage is anticipated as new products are developed and acquired.
Over time,  as  these  products  are  fully  integrated  into  the  Company's
manufacturing  and  marketing  operations, the Company expects to be able  to
improve the gross margin percentage.   The Company expects product costs as a
percentage of product sales to increase  in  2000  as  the  Company begins to
record sales of Wipe Out<TM> Dairy Wipes, a new product that was acquired  by
the Company on December 30, 1999. At this stage in the Company's  development,
management is focusing on  growing  the  absolute  dollar  value of the gross
margin on product sales.

     The Company decreased its expenditures for research and  development  to
approximately  $813,000  in 1999 as compared to $1,013,000 in 1998.  Research
and development expenses aggregated 17% and 23% of total revenues in 1999 and
1998, respectively.  Research  and development expenses exceeded grant income
by approximately $626,000 in 1999  and  by  $731,000  in  1998.   These "net"
research  and  development  expenses were reduced to 13% of product sales  in
1999 from 17% of product sales in 1998.  During 1998, the Company shifted the
primary focus of its research  and  development  efforts  to products for the
animal health industry.  To expand its commercialized line  of  products  for
use  by dairy and beef producers, the Company has invested in the development
of  new   diagnostic   products  leveraging  the  Company's  experience  with
infectious diseases. The  Company  has also initiated early stage development
programs of certain vaccine and disease preventive products.  The Company has
one  product,  DiffGAM,  in  human  clinical  trials  to  prevent  and  treat
Clostridium difficile-associated diarrhea.  However, for clinical development
to proceed into more expensive Phase II and III  trials,  a  partner would be
required.   The  Company  has  also  invested  in the development of  a  test
intended to detect the presence of Cryptosporidium parvum in drinking water.

        Sales and  marketing expenses increased by approximately $73,000 (9%)
to $890,000 in 1999, aggregating 19% of product  sales in 1999 and 1998.  The
Company  continues  to  leverage  its  small  sales force  through  wholesale
distribution   channels.    General   and   administrative    expenses   were
approximately $439,000 in 1999 as compared to $637,000 in 1998. This decrease
was  due  principally  to  the  reduction  in  payroll  resulting  from   the
resignation  of  the  Company's former President at the end of 1998.  General
and administrative expenses  in  1998 included the accrual of severance costs
associated with that resignation.   The  Company has continued its efforts to
control  its  general and administrative expenses  while  incurring  all  the
necessary expenses associated with being a publicly held company.

Fiscal 1998 Compared to Fiscal 1997

     Total revenues  for  the  year  ended  December  31,  1998 of $4,482,000
decreased  by $75,000 (2%) from $4,557,000 in 1997.  Product  sales  for  the
year ended December  31,  1998 of $4,200,000 were $217,000 (5%) more than the
product  sales  recorded in 1997.   Product  selling  prices  have  generally
increased in line  with  inflation.   Other revenues, comprised of technology
licensing income and grant income decreased to $282,000 in 1998 from $574,000
in 1997.

     Aggregate sales of First Defense

     and  the  Kamar

     Heatmount


Detector totaled approximately $3,984,000 (95% of total product sales) for the
year ended December 31, 1998 as compared to approximately $3,770,000 (95% of
total product  sales)  for  the  year  ended December 31, 1997.  The sales of
First Defense are seasonal with highest sales expected in the winter months.

     Sales  of the Company's human  infectious  disease  diagnostic  reagents
decreased to  approximately $28,000 (less than 1% of total product sales) for
the year ended  December  31,  1998  from  approximately $58,000 (1% of total
product sales) for the year ended December 31, 1997.

     The Company received technology licensing  income  totaling $325,000 (7%
of total revenues) in 1997, which was comprised of a $75,000  option  payment
received  in  January  1997  and a $250,000 payment received in November 1997
upon the exercise of the option  for  a license to the Company's milk protein
purification technology for use in the  purification of certain milk proteins
other than lactoferrin.  The Company received no similar technology licensing
income in 1998.

     Grant income increased to approximately  $282,000 (6% of total revenues)
in 1998 as compared to $249,000 (5% of total revenues)   in 1997.  In October
1997, the Company was awarded approximately $710,000 under a two-year federal
research grant to partially fund the Company's efforts to  develop  a product
to  prevent  Travelers'  Diarrhea.   In  1998,  the  remaining  funding  then
available  under  this  grant  was reallocated to the development of DiffGAM.
Approximately $282,000 and $200,000 in grant income was recognized under this
grant in 1998 and 1997, respectively.  The  1997  grant  income also includes
approximately $49,000 recognized under a grant awarded to the Company in 1996
to  partially  fund  development of a commercial prototype of  the  Company's
diagnostic test to detect Cryptosporidium in water.

     Interest income exceeded  interest  expense  by approximately $20,000 in
1998.   Interest  expense  exceeded  interest  income  by  $29,000  in  1997.
Interest expense was incurred in both years on the Company's outstanding bank
debt.  The reduction in interest expense in 1998 resulted  from a refinancing
of the Company's bank debt in May 1998.  The Company's share  of  the loss in
the equity of its joint ventures aggregated $123,000 and $13,000 in  1998 and
1997, respectively.  The Company's joint venture loss was principally  caused
by the limited sales of lactoferrin due to the financial crisis in Asia,  the
primary market for this product.

     Product  costs  amounted  to 48% of product sales in 1998 as compared to
46% in 1997.  Internally developed  products tend to have higher gross margin
percentages than licensed-in products.

     The Company decreased its expenditures  for  research and development to
approximately $1,013,000 in 1998 as compared to $1,068,000 in 1997.  Research
and development expenses exceeded grant income by approximately  $731,000  in
1998  and  by $819,000 in 1997.  Research and development expenses aggregated
23% of total  revenues  in  1998  and 1997. Research and development expenses
were reduced to 24% of product sales  in  1998  from  27% of product sales in
1997.

     During 1998, the Company shifted the primary focus  of  its research and
development  efforts to products for the animal health industry.   To  expand
its commercialized  line of products for use by dairy and beef producers, the
Company has invested in the development of new diagnostic products leveraging
the Company's experience  with  infectious  diseases.  The  Company  has also
initiated  early  stage  development  programs of certain vaccine and disease
preventive products.  The Company has one product, DiffGAM, in human clinical
trials  to  prevent  and  treat  Clostridium  difficile-associated  diarrhea.
However, for clinical development to proceed into more expensive Phase II and
III trials, a potential partner would  be  required.  The  Company  has  also
invested  in  the  development  of  a test intended to detect the presence of
Cryptosporidium parvum in drinking water.

         Sales  and   marketing  expenses   of  approximately  $817,000  were
essentially unchanged in 1998 compared to 1997,  aggregating  19%  of product
sales in 1998 compared to 21% in 1997.  The Company continues to leverage its
small  sales  force  through  wholesale  distribution channels.  General  and
administrative expenses were approximately  $637,000  in  1998 as compared to
$546,000  in  1997.   This  increase  was due principally to severance  costs
incurred  in  connection  with  the  resignation   of  the  Company's  former
President, which costs were incurred in 1998 and paid  in  1999.  The Company
has continued its efforts to control its general and administrative  expenses
while  incurring  all the necessary expenses associated with being a publicly
held company.

Financial Position, Liquidity and Capital Resources

    The Company's total  assets  increased to $3,856,000 at December 31, 1999
from  $3,145,000 at December 31, 1998.  The  Company's  cash  balance  as  of
December  31,  1999  increased  to $1,824,000 from $1,539,000 at December 31,
1998. Net working capital increased  to  $2,219,000 at December 31, 1999 from
$1,866,000  at  December  31,  1998.   Stockholders'   equity   increased  to
$2,815,000 at December 31, 1999 from $2,248,000 at December 31, 1998.

    During  1999,  approximately  $680,000  in cash was provided by operating
activities  as  the  profit  of  $551,000 was net  of  $102,000  in  non-cash
depreciation  expense  and a $97,000  non-cash  charge  associated  with  the
Company's share of the losses of its joint venture, AgriCell Company, LLC.  A
$248,000 use of cash to  finance  accounts  receivable  and  inventories  was
partially  offset  by  a  net  increase  of  $161,000 in accounts payable and
accrued  expenses.  Investing activities were comprised  of  a  $132,000  net
investment  in  fixed  assets and the $250,000 acquisition of certain product
rights both relating principally  to  the  acquisition of Wipe Out<TM>.  Regular
principal repayments on the Company's bank debt  were approximately offset by
the proceeds from the issuance of common stock upon  the  exercise  of  stock
options.

    The  Company  funded  its  1999  research  and  development expenses from
government  grants  and  product sales.  The Company's current  profitability
provides positive cash flow  to  fund  all  operating expenses as well as new
product acquisitions while reporting a net operating profit.  During the year
ended December 31, 1999, the $2,569,000 gross  margin from product sales more
than funded the aggregate of $1,954,000 in net research and development ("net
R&D") expenses and general, sales and administrative ("G, S&A") expenses.  In
1998, the $2,185,000 gross margin on product sales was approximately equal to
the aggregate of net R&D and G, S&A expenses.  In  1997,  the gross margin on
product  sales contributed $2,163,000 to the aggregate of $2,182,000  in  net
R&D and G,  S&A  expenses.  In a manner similar to many biotechnology product
development funding  models,  funding of DiffGAM beyond the completion of the
current clinical trial would require  a  strategic  alliance with a corporate
partner.

    Since 1990, the Company has been awarded five Phase  I and three Phase II
Small  Business  Innovation Research grants from the National  Institutes  of
Health.  These grants  aggregate  approximately $1,991,000 in funding for the
Company's research and development  programs.   Approximately  $1,763,000  of
this  grant  income  was recognized prior to 1999, approximately $162,000 was
recognized in 1999.  Approximately  $66,000  is  expected to be recognized in
2000 in support of the DiffGAM clinical development  program.   Additionally,
since 1994 a small portion of the Company's research and development  efforts
has  been  supported  by  two  grants  from  the  State  of Maine aggregating
approximately $45,000.  Additionally, for the two year period ending December
31,  2001,  the  Company  has  been  awarded  $40,000  to  participate  in  a
collaborative study funded by the American Water Work's Association  Research
Foundation  related  to  Crypto-Scan

   .  The Company continues to seek federal
research grant support as a means of leveraging  the funds that it is able to
spend developing new products.

    Long-term debt decreased to $435,000 at December  31, 1999, from $453,000
at  December  31,  1998.   The current portion of this bank  debt  obligation
increased to $19,000  at December 31, 1999 from $17,000 at December 31, 1998.
In May 1998, the Company  refinanced  its  bank debt obligations by using the
proceeds from a $480,000 mortgage loan together with approximately $29,000 in
additional cash to repay all of the then outstanding  bank  debt obligations.
The  Company  is  obligated  to make monthly principal and interest  payments
aggregating approximately $5,000 under the outstanding debt obligation.  (See
Note 5 to the accompanying financial  statements  for further detail on these
debt obligations).

    Management believes that its current cash and investments balance will be
sufficient to meet its operating and capital requirements in 2000.

Forward-Looking Statements

    The statements contained in this report which are not historical fact are
"forward-looking  statements"   that involve various  important  assumptions,
risks, uncertainties and other factors.   There  can  be  no  assurance  that
actual  results  will not differ materially from those projected or suggested
in such forward-looking  statements as a result of various factors including,
but not limited to, the risk factors discussed below.  The Company is heavily
dependent on the successful  development  of  new  products  for  its  future
growth.   These   new  products  have the potential to increase the Company's
profitability.

      It  is  the  Company's objective  to  fund  all  selling,  general  and
administrative expenses  as well as all research and development expenditures
that are not funded by an  outside  source  with the gross margin earned from
product sales.  Continuation of the Company's  profitability  will,  in large
part, be determined by the ongoing successful marketing of First Defense

    and
the Kamar

    Heatmount

    Detector.  Growth in the Company's profitability
will, in  large  part,  be  determined  by  the success of the Company's efforts
to market its two new products, Tip-Test<TM>:  Johne's and Wipe Out<TM> Dairy
Wipes as well  as its ability to effectively develop  and  acquire  additional
animal health products.  The Company estimates that it may be able to achieve
annual sales  of   $400,000  and  $750,000  for  Tip-Test:  Johne's  and  Wipe
Out, respectively.

    The  Company   estimates   that   sales   of   its   Crypto-Scan

      water
diagnostic  test  could reach  approximately $1-2,000,000 per year if regulatory
and market acceptance can be achieved and maintained in the United Kingdom.  The
Company anticipates being able to earn a royalty of approximately $150,000 per
year from the use of its technology in  the  production of whey protein isolate
by an Australian partner  for  as long as the  Company  is  able  to  keep the
applicable technology license in effect, which will require the Company  and
its  partners  to  meet  certain minimum equipment purchase requirements.

    If  clinical  trials  are  successful,  sales  of  DiffGAM  would  not be
anticipated  to  begin  until approximately the year 2002, due to the complex
regulatory process required  to  obtain  approval  of  this  product.  If the
product  is  successfully  developed,  the  Company intends to enter  into  a
marketing  alliance  with a corporate partner to  fund  clinical  development
beyond the Phase I/II trial that the Company expects to complete in the first
quarter of 2000 and to  distribute  the  product if FDA approval is obtained.
The Company estimates that any such partner  could achieve potential sales of
DiffGAM   of   approximately  $50,000,000  to  $100,000,000.    The   Company
anticipates being able to financially benefit from a manufacturing and supply
agreement, or other  royalty arrangements with a potential marketing partner.
The ultimate profitability  of this product cannot be accurately predicted at
this time.


Risk Factors

    The development of these  new products is subject to financial, efficacy,
regulatory and market risks.  There can be no assurance that the Company will
be able to finance the development  of  these  new  product opportunities nor
that, if financed, the new products will be found to  be efficacious and gain
the appropriate regulatory approval.  Furthermore, if regulatory  approval is
obtained, there can be no assurance that the market estimates will  prove  to
be  accurate  or  that  market  acceptance at a profitable price level can be
achieved or that the products can  be  profitably  manufactured.  The license
covering the sales of the Kamar

    Heatmount

    Detector  is  subject  to
twelve months' notice of early termination prior to December 31, 2003.

Effects of Inflation and Interest Rates

    The Company believes that neither inflation nor interest rates have had a
significant effect on revenues and expenses.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The  financial statements of the Company, together with the notes thereto
and the report of the accountants thereon, are set forth on Pages F-1 through
F-14 at the end of this report.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE

None

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(A)  Information  with  respect  to  the  Company's directors is incorporated
herein  by  reference to the section of the Company's  2000  Proxy  Statement
titled "Election  of  the  Board of Directors", which is intended to be filed
with the Securities and Exchange  Commission within 120 days after the end of
the Company's fiscal year.

(B)  The Company's executive officers are as follows:

MICHAEL F. BRIGHAM (Age:  39, Officer  Since:   October 1991, Director Since:
March 1999) was appointed to serve as President and  Chief  Executive Officer
in  February  2000, while maintaining the titles of Treasurer and  Secretary,
and was appointed  to  serve  as a Director of the Company in March 1999.  He
previously had been elected Vice  President  of  the Company in December 1998
and served as Chief Financial Officer since October  1991.   He has served as
Secretary since December 1995 and as Treasurer since October 1991.   Prior to
that,  he  served  as Director of Finance and Administration since originally
joining the Company  in  September  1989.  Mr. Brigham serves on the Board of
Directors of the Biotechnology Association  of  Maine and of the Maine Center
for  Innovation  in  Biotechnology.  Prior to joining  the  Company,  he  was
employed as an audit manager for the public accounting firm of Ernst & Young.
Mr. Brigham earned his  Masters  in  Business  Administration  from  New York
University in 1989.

JOSEPH  H.  CRABB,  Ph.D. (Age:  45, Officer Since:  March 1996) served as  a
Director of the Company  from March 1999 until he resigned from that position
in February 2000 and was elected  Vice  President  of the Company in December
1998, while maintaining the title of Chief Scientific Officer.  He has served
as Chief Scientific Officer since September 1998. Prior to that, he served as
Vice President of Research and Development since March  1996.  Prior to that,
he served as Director of Research and Development and Senior  Scientist since
originally joining the Company in November 1988.  Dr. Crabb currently holds a
Clinical  Assistant  Professorship  at Tufts University School of  Veterinary
Medicine and serves on National Institutes of Health and American Water Works
Association advisory committees.  Prior  to  joining the Company in 1988, Dr.
Crabb  earned  his Ph.D. in Biochemistry from Dartmouth  Medical  School  and
completed postdoctoral  studies  in microbial pathogenesis at Harvard Medical
School, where he also served on the faculty.

STAFFORD C. WALKER (Age:  48, Officer  Since:   December  1998)  served  as a
Director  of the Company from March 1999 until he resigned from that position
in February  2000  and was elected Vice President and Chief Marketing Officer
of the Company in December  1998.   Prior  to  that, he served as Director of
Sales and Marketing since originally joining the  Company in July 1992. Prior
to  joining  the  Company,  he  held  various  product management  and  sales
positions in the animal health division of American Cyanamid Company.

     There is no family relationship between any director, executive officer,
or  person  nominated  or  chosen  by the Company to  become  a  director  or
executive officer.

ITEM 11 - EXECUTIVE COMPENSATION

     Information regarding cash compensation  paid  to  executive officers of
the  Company  is  incorporated  herein  by  reference to the section  of  the
Company's  2000  Proxy Statement titled "Executive  Compensation",  which  is
intended to be filed  with  the Securities and Exchange Commission within 120
days after the end of the Company's fiscal year.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information regarding ownership of the Company's common stock by certain
owners and management is incorporated  herein  by reference to the section of
the  Company's  2000 Proxy Statement titled "Security  Ownership  of  Certain
Beneficial Owners  and  Management",  which  is intended to be filed with the
Securities and Exchange Commission within 120  days  after  the  end  of  the
Company's fiscal year.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  regarding certain relationships and related transactions is
incorporated herein  by  reference to the section of the Company's 2000 Proxy
Statement titled "Certain  Relationships  and Related Transactions", which is
intended to be filed with the Securities and  Exchange  Commission within 120
days after the end of the Company's fiscal year.

PART IV

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

(a) Exhibits

3.1  Certificate   of  Incorporation  of  the  Registrant  (incorporated   by
     reference to Exhibit 3.1 of the Registrant's 1987 Registration Statement
     Number 33-12722 on Form S-1 as filed with the Commission).
3.2  Certificate of  Amendment  to the Company's Certificate of Incorporation
     (incorporated by reference to  Exhibit 4.1 to the Registrant's Quarterly
     Report on Form 10-Q for the three months ended June 30, 1990).
3.3  Certificate of Amendment to the  Company's  Certificate of Incorporation
     effective August 24, 1992 (incorporated by reference  to  Exhibit 3.4 of
     the  Registrant's Annual Report on Form 10-K for the fiscal  year  ended
     December 31, 1992).
3.4  Bylaws  of  the  Registrant  as  amended  (incorporated  by reference to
     Exhibit  3.3  to  the  Registrant's Annual Report on Form 10-K  for  the
     fiscal year ended December 31, 1995).
4.1  Rights Agreement dated as  of  September 5, 1995, between the Registrant
     and  American Stock Transfer and  Trust  Co.,  as  Rights  Agent,  which
     includes  as  Exhibit  A  thereto  the  form of Right Certificate and as
     Exhibit  B  thereto  the  Summary  of Rights to  Purchase  Common  Stock
     (incorporated by reference to Exhibit  4.1  to  the Registrant's Current
     Report on Form 8-K dated September 5, 1995).
4.2  $480,000  Note  Payable  to  Peoples  Heritage Bank dated  May  6,  1998
     (incorporated by reference to Exhibit 4.1  to the Registrant's Quarterly
     Report on Form 10-Q for the three months ended June 30, 1998).
10.1+ 1989 Stock Option and Incentive Plan of the Registrant (incorporated by
     reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-
     K for the fiscal year ended December 31, 1989).
10.2+{ }Form of Incentive Stock Option Agreement  (incorporated  by reference
     to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K  for the
     fiscal year ended December 31, 1989).
10.3+  Form  of  Indemnification  Agreement  entered  into  with  each of the
     Company's directors and officers  (incorporated by reference to  Exhibit
     10.32 to the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1989).
10.4+  Amendment,  dated  April  1992, to Employment Agreement dated November
     1991, between the Registrant  and  Michael  F.  Brigham (incorporated by
     reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-
     K for the fiscal year ended December 31, 1992).
10.5+  Amendment,  dated April 1992, to Employment Agreement  dated  November
     1991, between the  Registrant  and  Joseph  H.  Crabb  (incorporated  by
     reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-
     K for the fiscal year ended December 31, 1995).
10.6 License  and  Supply  Agreement between Bio-Vac, Inc. and the Registrant
     dated June 15, 1993 (incorporated  by  reference to Exhibit 10.25 to the
     Registrant's  Annual  Report on Form 10-K  for  the  fiscal  year  ended
     December 31, 1993).
10.7(1) ImmuCell - Advanced Separation Technologies, Inc.  Agreement for
     exclusivity in protein separation of milk or whey proteins, dated August
     30, 1993 (incorporated by reference to Exhibit 10.27 to the Registrant's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1993).
10.8 Distribution  and  Licensing  Agreement  between  Kamar,  Inc.  and  the
     Registrant dated December  3, 1993 (incorporated by reference to Exhibit
     10.30 to the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1993).
10.9 Amendment No. 1 to Agreement for Exclusivity between Advanced Separation
     Technologies,  Inc.  and  the  Registrant   dated   January   14,   1994
     (incorporated  by  reference to Exhibit 10.33 to the Registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1993).
10.10(2)Exclusive License Agreement between The Regents of the University of
     California of  Alameda, California and the Registrant dated February 23,
     1994 (incorporated by reference to Exhibit 10.1 to the Registrant's
     Quarterly Report on Form 10-Q for the three months ended March 31,
     1994).
10.11 Non-qualified Stock  Option  Agreement  dated November 10, 1994 between
     the  Registrant  and  Redwood  MicroCap  Fund,   Inc.  (incorporated  by
     reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-
     K for the fiscal year ended December 31, 1994).
10.12  Amendment  No.  2  to  Agreement  for  Exclusivity  between   Advanced
     Separation Technologies, Inc. and the Registrant dated December 16, 1994
     (incorporated  by  reference to Exhibit 10.26 to the Registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1994).
10.13(3) License Agreement  between  Registrant and Wisconsin Alumni Research
     Foundation effective March 1, 1995 (incorporated by reference to Exhibit
     10.1 to the Registrant's Quarterly  Report  on  Form  10-Q for the three
     months ended March 31, 1995).
10.14 1995 Stock Option Plan for Outside Directors (incorporated by reference
     to Exhibit 10.1 to the Registrant's Quarterly Report on  Form  10-Q  for
     the three months ended June 30, 1995).
10.15  Form  of  Stock Option Agreement (incorporated by reference to Exhibit
     10.2 to the Registrant's  Quarterly  Report  on  Form 10-Q for the three
     months ended June 30, 1995).
10.16  Amendment  No.  3  to  Agreement  for  Exclusivity  between   Advanced
     Separation  Technologies,  Inc.  and  the  Registrant  dated May 3, 1995
     (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly
     Report on Form 10-Q for the three months ended June 30, 1995).
10.17   Amendment  No.  4  to  Agreement  for  Exclusivity  between  Advanced
     Separation Technologies, Inc. and the Registrant dated November 15, 1995
     (incorporated  by  reference to Exhibit 10.28 to the Registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1995).
10.18 Limited Liability Company  Agreement  of AgriCell Company, LLC dated as
     of  September 10, 1996 between the Registrant  and  Agri-Mark,  Inc.  of
     Methuen,   MA   (incorporated  by  reference  to  Exhibit  10.1  to  the
     Registrant's Quarterly  Report  on  Form 10-Q for the three months ended
     September 30, 1996).
10.19  Amendment  No.  5  to  Agreement  for  Exclusivity   between  Advanced
     Separation Technologies, Inc. and the Registrant dated October  2,  1997
     (incorporated  by  reference to Exhibit 10.25 to the Registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1997).
10.20(4) License Agreement  between  the  Registrant  and Murray Goulburn Co-
     operative  Co.,  Limited,  dated  November  14,  1997  (incorporated  by
     reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-
     K for the fiscal year ended December 31, 1997).
10.21(5)Amendment No. 1 to Distribution and Licensing Agreement  between  the
     Registrant and Kamar, Inc. dated July 1, 1998 (incorporated by reference
     to  Exhibit  10.1  to the Registrant's Quarterly Report on Form 10-Q for
     the three months ended September 30, 1998).
10.22+ Employment Agreement  dated  April 29, 1999 between the Registrant and
     Michael F. Brigham.
10.23+ Employment Agreement dated April  29,  1999 between the Registrant and
     Joseph H. Crabb.
10.24+ Employment Agreement dated April 29, 1999  between  the Registrant and
     Stafford C. Walker.
10.25  License  Agreement  between  the  Registrant  and Hydros Environmental
     Diagnostics, Inc. dated December 8, 1999.
10.26 Asset Purchase Agreement between the Registrant  and  AMBI  Inc.  dated
     December  30,  1999  (incorporated  by  reference  to  Exhibit  2 to the
     Registrant's Current Report on Form 8-K dated as of December 30, 1999).
21.1 Subsidiaries  of  the  Registrant  (incorporated by reference to Exhibit
     21.1 to the Registrant's Annual Report  on Form 10-K for the fiscal year
     ended December 31, 1996).
23.1 Consent of PricewaterhouseCoopers LLP.
27.1 Financial Data Schedule (Filed Only Electronically).



     (1)  Confidential Treatment as to certain  portions  obtained  effective
until December  31, 2000.  The copy filed as an exhibit omits the information
subject to the Confidential Treatment.

     (2) Confidential  Treatment  as  to  certain portions obtained effective
until March 31, 2002.  The copy filed as an  exhibit  omits  the  information
subject to the Confidential Treatment.

     (3)  Confidential  Treatment  as  to certain portions has been requested
effective  until March 1, 2005.  The copy  filed  as  an  exhibit  omits  the
information subject to the confidentiality request.

     (4) Confidential  Treatment  as  to  certain portions obtained effective
until November 14, 2012.  The copy filed as  an exhibit omits the information
subject to the Confidential Treatment.

     (5)  Confidential Treatment as to certain  portions  obtained  effective
until December  31, 2003.  The copy filed as an exhibit omits the information
subject to the Confidential Treatment.

+ Management contract or compensatory plan or arrangement.

(b)  Index to Financial Statement Schedules

Report of PricewaterhouseCoopers LLP, Independent Accountants F-1

Consolidated Balance Sheets - December 31, 1999 and 1998 F-2 to F-3

Consolidated Statements of Operations for the years ended
  December 31, 1999, 1998 and 1997           F-4

Consolidated Statements of Stockholders' Equity for the years
  ended December 31, 1999, 1998, and 1997    F-5

Consolidated Statements of Cash Flows for the years ended
  December 31, 1999, 1998 and 1997           F-6

Notes to Consolidated Financial Statements   F-7 to F-14

All financial statement schedules have been omitted as they are not required,
are not applicable,  or  the  information  is  included  in  the consolidated
financial statements or otherwise.

(c) Reports on Form 8-K

     The Company filed a Current Report on Form 8-K dated December  30,  1999
with  the  Commission reporting under Item 2, "Other Events", the acquisition
of rights to  the  product  Wipe  Out<TM>  Dairy Wipes and certain other related
rights.
<PAGE>





                       REPORT OF INDEPENDENT ACCOUNTANTS


Board of Directors and Shareholders of
ImmuCell Corporation:

In our opinion, the accompanying consolidated  balance  sheets  and the related
consolidated  statements  of operations, shareholders' equity, and  cash  flows
present fairly, in all material  respects,  the  financial position of ImmuCell
Corporation and Subsidiary at December 31, 1999 and  1998,  and  the results of
their operations and their cash flows for each of the three years in the period
ended  December  31,  1999, in conformity with accounting principles  generally
accepted  in  the  United   States.    These   financial   statements  are  the
responsibility of the Company's management; our responsibility is to express an
opinion  on  these financial statements based on our audits. We  conducted  our
audits of these  statements  in  accordance  with  auditing standards generally
accepted in the United States which require that we  plan and perform the audit
to obtain reasonable assurance about whether the financial  statements are free
of  material  misstatement.   An  audit  includes examining, on a  test  basis,
evidence supporting the amounts and disclosures  in  the  financial statements,
assessing  the  accounting  principles used and significant estimates  made  by
management, and evaluating the  overall  financial  statement presentation.  We
believe that our audits provide a reasonable basis for  the  opinion  expressed
above.



/s/ PricewaterhouseCoopers LLP

Portland, Maine
January 28, 2000

<PAGE>
<TABLE>
<CAPTION>

                IMMUCELL CORPORATION AND SUBSIDIARY

                    CONSOLIDATED BALANCE SHEETS
                    DECEMBER 31, 1999 and 1998

                              ASSETS

                                               1999        1998
                                           _______________________
<S>                                        <C>          <C>
CURRENT ASSETS:

Cash and cash equivalents                   $1,823,688  $1,538,905
Accounts receivable, net of allowance
  for doubtful accounts of $41,000 and
  $44,000 at December 31, 1999 and 1998,
  respectively                                 453,139     249,754
Inventories                                    520,656     475,949
Prepaid expenses                                27,826      45,516
                                            _______________________

     Total current assets                    2,825,309   2,310,124

PROPERTY, PLANT AND
 EQUIPMENT, at cost:

Laboratory and manufacturing equipment         961,554     837,179
Building and improvements                      586,242     583,472
Office furniture and equipment                  63,418      68,540
Land                                            50,000      50,000
                                            _______________________

                                             1,661,214   1,539,191

Less-accumulated depreciation                  881,384     789,419
                                            _______________________
     Net property, plant and
       equipment                               779,830     749,772

INVESTMENT IN JOINT VENTURE                      --         84,111

PRODUCT RIGHTS AND OTHER ASSETS                250,840         840
                                           _______________________

TOTAL ASSETS                                $3,855,979  $3,144,847
                                           ======================-
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
                    IMMUCELL CORPORATION AND SUBSIDIARY

                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1999 and 1998

                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                                1999         1998
                                            _______________________

CURRENT LIABILITIES:
<S>                                         <C>        <C>
Accounts payable                            $  322,241  $  140,312
Accrued expenses                               264,991     286,333
Current portion of long-term debt               18,691      17,257
                                            _______________________
     Total current liabilities                 605,923     443,902
LONG-TERM DEBT:

Mortgage loan                                  434,658     453,349
                                            _______________________

     Total long-term debt                      434,658     453,349

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:

Common stock, Par value - $.10 per share
  Authorized-8,000,000 shares
  Issued-2,834,682 and 2,818,482
   shares at December 31, 1999 and
   1998, respectively                          283,468     281,848
Capital in excess of par value               8,354,246   8,338,907
Accumulated deficit                         (5,235,581) (5,786,424)
                                           ________________________

                                             3,402,133    2,834,331

Treasury stock,at cost-389,598 shares         (586,735)    (586,735)
                                           ________________________

     Total stockholders' equity              2,815,398    2,247,596
                                           ________________________
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                    $3,855,979   $3,144,847
                                           ========================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>


                    IMMUCELL CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE YEARS ENDED DECEMBER 31,

                               1999           1998          1997
                           _____________________________________
<S>                          <C>          <C>          <C>
REVENUES:
Product sales                $4,722,374   $4,199,851   $3,982,798
Technology licensing income      --            --         325,000
Grant income                    186,871      282,016      248,880
                            _____________________________________

Total revenues                4,909,245    4,481,867    4,556,678

COSTS AND EXPENSES:
Product costs                 2,152,959    2,014,626    1,819,587
Research and development
  expenses                      812,892    1,012,813    1,068,069
Sales and marketing
  expenses                      889,501      816,705      817,089
General and administrative
  expenses                      438,923      637,439      546,073
                            _____________________________________

Total costs and expenses      4,294,275    4,481,583    4,250,818
Interest and other income        72,763       64,973       39,802
Interest expense                (39,757)     (45,217)     (68,378)
Equity in net loss
  of joint ventures             (97,133)    (122,558)     (13,432)
                            _____________________________________

Net interest and other        (64,127)      (102,802)     (42,008)
                            _____________________________________

NET PROFIT (LOSS)           $  550,843    $ (102,518)  $  263,852

                            =====================================
BASIC NET PROFIT (LOSS)
  PER COMMON SHARE          $     0.23    $    (0.04)  $     0.11
DILUTED NET PROFIT (LOSS)
  PER COMMON SHARE          $     0.22    $    (0.04)  $     0.10
                            =====================================
WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING         2,432,701     2,426,474    2,332,939
                            =====================================

</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>

                      IMMUCELL CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 and 1997

                  Common Stock
                  $.10 Par Value        Capital in                 Treasury Stock        Total
                  ------------------    Excess of    Accumulated  ----------------    Stockholders'
                  Shares       Amount   Par Value      Deficit    Shares     Amount      Equity
<S>                 <C>        <C>       <C>         <C>          <C>     <C>          <C>
BALANCE,
December 31, 1996   2,719,162  $271,916  $8,139,791  $(5,947,758) 389,598  $(586,735)  $1,877,214
Net profit              --        --          --         263,852      --       --         263,852

Issuance of
 Common Stock          80,820     8,082     174,517        --         --       --         182,599

Exercise of
 stock options          4,500       450       5,393        --         --       --           5,843


                     ________________________________________________________________________________
BALANCE,
December 31, 1997   2,804,482   280,448   8,319,701   (5,683,906) 389,598   (586,735)   2,329,508

Net loss               --         --          --        (102,518)     --       --        (102,518)

Exercise of
 stock options         14,000     1,400      19,206        --         --       --          20,606


                     ________________________________________________________________________________
BALANCE,
December 31, 1998   2,818,482   281,848   8,338,907   (5,786,424) 389,598   (586,735)   2,247,596

Net profit             --        --          --           550,843     --        --        550,843

Exercise of
 stock options         16,200     1,620      15,339        --         --        --         16,959

                     ________________________________________________________________________________
BALANCE,
December 31, 1999   2,834,682  $283,468  $8,354,246   $(5,235,581) 389,598 $(586,735)  $2,815,398

======================================================================================
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>

                      IMMUCELL CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,

                                             1999          1998        1997

                                          _____________________________________
<S>                                      <C>           <C>          <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net profit (loss)                      $  550,843    $ (102,518)  $ 263,852
  Adjustments to reconcile net
    profit (loss) to net cash
    provided by operating
    activities-
  Depreciation                              101,537       105,542      98,872
Equity share in joint venture
  losses                                     97,134       127,558       5,000
  Changes in:
    Accounts receivable                    (203,385)      431,513    (310,469)
    Inventories                             (44,707)       (1,423)    173,750
    Prepaid expenses                         17,690       (18,475)     (1,294)
    Accounts payable                        181,929       (16,911)   (112,362)
    Accrued expenses                        (21,342)      114,535     (13,458)
                                           ---------     ---------   ---------
  Net cash provided by
    operating activites                     679,699       639,821     103,891
                                           ---------     ---------   ---------
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment, building
    and improvements, net                  (131,595)      (65,931)    (71,627)
  (Investment in) distribution from
    joint venture                           (13,023)       25,000     (17,000)
  Acquisition of product rights            (250,000)         --          --
                                           ---------     ---------   ---------
  Net cash used for
    investing activities                   (394,618)      (40,931)    (88,627)
                                           ---------     ---------   ---------

  CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt obligations              --          480,000       --
  Payments of debt obligations              (17,257)     (579,415)   (229,323)
  Proceeds from issuance of
    common stock                             16,959        20,606     193,345
  Stock issuance costs                        --           (2,500)     (2,403)
                                           ---------     ---------   ---------
  Net cash used for
    financing activities                       (298)      (81,309)    (38,381)
                                           ---------     ---------   ---------

  NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                    284,783       517,581     (23,117)
BEGINNING CASH AND CASH
    EQUIVALENTS                           1,538,905     1,021,324   1,044,441
                                         -------------------------------------
  ENDING CASH AND CASH
    EQUIVALENTS                          $1,823,688    $1,538,905  $1,021,324
                                         =====================================

  CASH PAID FOR INTEREST                 $   39,883    $   45,153   $  69,165

                                         =====================================
</TABLE>

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


<PAGE>

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

<PAGE>
                      IMMUCELL CORPORATION AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BUSINESS OPERATIONS

     ImmuCell  Corporation (the "Company") is a biotechnology company primarily
engaged  in  the  development   of   animal   health  products  to  expand  its
commercialized  line  of products for use by dairy  and  beef  producers.   The
Company was originally  incorporated  in  Maine  in  1982 and reincorporated in
Delaware in March 1987.

     The  Company  is subject to certain risks associated  with  its  stage  of
development including  dependence  on  key  individuals, competition from other
larger  companies,  the  successful  marketing of  existing  products  and  the
development of additional commercially  viable products.  In addition, sales of
a significant product are subject to a license  that  is scheduled to expire on
December  31, 2003 and is subject to earlier termination  upon  twelve  months'
notice.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Consolidation Principles

     The consolidated  financial statements of the Company include the accounts
of the Company and its wholly-owned subsidiary, the Kamar Marketing Group, Inc.
All  intercompany  accounts   and   transactions   have   been   eliminated  in
consolidation.

(b) Cash and Cash Equivalents

     The  Company considers all highly liquid investment instruments  purchased
with an original maturity of three months or less to be cash equivalents.

(c) Inventories

     Inventories  include raw materials, work-in-process and finished goods and
are recorded at the  lower  of  standard  cost  which  approximates cost on the
first-in,  first-out method or market (net realizable value).   Work-in-process
and finished  goods  inventories  include  materials,  labor  and manufacturing
overhead.

     Inventories consist of the following:

                                     DECEMBER 31,
                                 1999          1998
[S]                            [C]           [C]

     Raw materials             $136,909      $ 61,938
     Work-in-process            243,895       383,691
     Finished goods             139,852        30,320
                               --------      --------
                               $520,656      $475,949
                               ========      ========

(d) Equipment, Building and Improvements and Intangible Assets

     The  Company provides for depreciation and amortization on  the  straight-
line method  by charges to operations in amounts estimated to allocate the cost
of the assets over their estimated useful lives, generally equal to five to ten
years for equipment  and  ten years for building improvements.  The cost of the
building is being depreciated  over  30  years.   The  $250,000  acquisition of
certain  product  rights  on December 30, 1999 is valued at cost and  is  being
amortized to cost of sales over ten years.

(e) Revenue Recognition

       Revenues related to  the  sale  of manufactured products are recorded at
the time of shipment to the customer.  Collaborative  research  and development
revenue   and   income   on   government  research  grants  are  recognized  as
reimburseable expenses are incurred.   Indirect  costs  which are billed to the
government  are subject to their review. All related research  and  development
costs are expensed  as incurred, as are all patent costs.  Income from the sale
of technology licenses  is  recognized when definitive agreement as to terms is
reached, which approximates the receipt of the associated cash payments.

(f) Net Profits (Loss) Per Common Share

      The basic net profits (loss)  per  common  share  have  been  computed in
accordance  with  Financial  Accounting  Standards  Board Statement No. 128  by
dividing the net profits (loss) by the weighted average number of common shares
outstanding during the year.  The denominator in the  diluted  net  profit  per
common share calculation in 1999 was increased by 409,800 "in-the-money" common
stock  options  and  reduced by 322,539 shares that could have been repurchased
with the proceeds from  the exercise of these common stock options.  Options to
purchase 168,667 shares of  common  stock at prices ranging from $1.69 to $4.00
per share were outstanding during 1999  but  not included in the computation of
diluted net profit per share because the options'  exercise prices were greater
than the average market price of the common shares and,  therefore,  the effect
would  be  antidilutive.   Common  stock equivalents outstanding have not  been
included in the 1998 diluted net loss  per  common  share  computation,  as the
effect would be antidilutive, thereby decreasing the net loss per common share.
The denominator in the diluted net profit per common share calculation in  1997
was  increased  by  466,167  "in-the-money" common stock options and reduced by
269,013 shares that could have  been  repurchased  with  the  proceeds from the
exercise of these common stock options.  Options to purchase 54,000  shares  of
common  stock  at prices ranging from $3.06 to $4.00 per share were outstanding
during 1997 but not included in the computation of diluted net profit per share
because the options' exercise prices were greater than the average market price
of the common shares  and,  therefore,  the  effect would be antidilutive.  For
additional disclosures regarding the outstanding common stock options see Notes
7(a) and 7(b).

(g) Use of Estimates

       The preparation of financial statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates and
assumptions  that  affect  the  reported amounts of assets and liabilities  and
disclosure of contingent assets and  liabilities  at  the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual amounts could differ from those estimates.

(h) Segment Information

      In 1998, the Company adopted Statement of Financial  Accounting Standards
("SFAS")  No.  131,  Disclosures  about Segments of an Enterprise  and  Related
Information.  SFAS No. 131 supersedes  SFAS  No.  14,  Financial  Reporting for
Segments  of  a Business Enterprise, replacing the "industry segment"  approach
with  the  "management"  approach.   The  management  approach  designates  the
internal organization that is used by management for making operating decisions
and assessing  performance  as the source of the Company's reportable segments.
SFAS No. 131 also requires disclosures  about products and services, geographic
areas, and major customers.  The adoption  of  SFAS  No.  131  did  not  affect
results  of  operations or financial position but did affect the disclosure  of
segment  information   (see   Note   9,   "Segment   and  Significant  Customer
Information").

(3)     INVESTMENT IN JOINT VENTURE

     In 1996, the Company and Agri-Mark, Inc. of Methuen,  Massachusetts formed
a  joint venture, AgriCell Company, LLC, a Delaware limited liability  company,
to manufacture  and  sell lactoferrin, a nutritional  milk protein derived from
cheese whey.  The Company  licensed certain proprietary technology to AgriCell,
invested $125,000 in new fixed assets and contributed other fixed assets with a
net book value of approximately  $95,000  as well as additional personnel costs
to assist in the installation of the commercial production facility.  Agri-Mark
invested approximately $1,000,000 in principally  working capital, fixed assets
and production facility modifications.  Agri-Mark has  the right to receive 90%
of the profits from the joint venture until it obtains the  return of an amount
equal  to  its  original investment, after which all profits are  to  be  split
equally.

      This investment  is  accounted  for  under the equity method.  During the
year ended December 31, 1999, the Company recorded  a  $97,000  non-cash charge
against earnings reflecting its equity share in AgriCell's net loss.  This loss
principally  resulted from a write down of inventory costs due to  the  limited
product sales  achieved  to  date.   As of December 31, 1999, the investment in
this  joint  venture  asset was completely  written  off;  any  further  losses
incurred by the joint venture  will  have  no impact on the Company's financial
statements.

(4)  ACCRUED EXPENSES

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
                                      DECEMBER 31,
                                1999                 1998
<S>                           <C>                 <C>

Accrued royalties             $ 70,537            $ 69,403
Accrued professional fees       49,370              34,744
Accrued payroll                101,509             147,016
Accrued other                   43,575              35,170
                              --------            --------
                              $264,991            $286,333
                              ========            ========

</TABLE>
(5)(5) DEBT OBLIGATIONS

     The Company has long-term debt  obligations, net of current maturities, as
follows:
<TABLE>
<CAPTION>


                                                                        DECEMBER
                                                                  1999             1998
<S>                                                             <C>            <C>
8.62% Bank mortgage, collateralized by first security
interest in building, due 1999 to 2003                          $453,349       $470,606

Less current portion                                              18,691         17,257
                                                                --------       --------

Long-term debt                                                  $434,658       $453,349
                                                                ========       ========
</TABLE>
     In May 1998, the Company refinanced its bank debt obligations by using the
proceeds  from a $480,000 mortgage loan together with approximately $29,000  in
additional  cash  to  repay  all of the then outstanding bank debt obligations.
The new mortgage has a 15 year  amortization  schedule with interest payable at
the fixed rate of 8.62% per year for the first five years.  The Company intends
to repay the then outstanding principal at the  end  of  this five year period,
but the mortgage does provide the option of resetting at a  new  fixed interest
rate  to  be  determined  at  that  time  for  one additional five year period.
Principal payments under the above debt obligations  due subsequent to December
31, 1999 are approximately as follows: $19,000 (2000);  $20,000 (2001); $22,000
(2002); and $392,000 (2003).  The weighted average interest  rate  of  the bank
debt  outstanding  as  of  December 31, 1999 and 1998 is 8.62%.  The difference
between the fair value and the  carrying  value  of  these  debt obligations is
immaterial.

(6)  INCOME TAXES

     The  Company  accounts  for  income  taxes  in  accordance with  Financial
Accounting Standards Board Statement No. 109.  Deferred  income  taxes  reflect
the  net  tax effects of temporary differences between the carrying amounts  of
assets and  liabilities  for  financial reporting purposes and the amounts used
for income tax purposes.  The significant  components of the Company's deferred
tax assets and liabilities are as follows:
<TABLE>
<CAPTION>


                                                      December 31,
                                                 1999                1998
<S>                                          <C>                 <C>
     Deferred tax assets:
        Net operating loss carryover         $ 1,883,878         $2,083,564
        Expenses not currently deductible         61,046             73,435
        General business credit carryforward     183,538            215,655
                                             -----------         ----------

          Total deferred tax assets            2,128,462          2,372,654
                                             ===========         ==========

     Deferred tax liabilities:
        Tax over book depreciation                 7,173              1,330
                                             -----------         ----------

        Total deferred tax liabilities             7,173              1,330
                                             -----------         ----------

        Net deferred tax assets
          before valuation allowance           2,121,289          2,371,324

     Valuation allowance                      (2,121,289)        (2,371,324)
                                             -----------         ----------

          Net deferred tax assets            $    --             $    --
                                             ===========         ==========

</TABLE>
     The Company offset current tax expense for 1999 of  approximately $200,000
by  utilizing  the  benefit  of  approximately $200,000 of net  operating  loss
carryforwards.  As a result, the Company has reduced its deferred tax valuation
allowance to reflect such utilization.

     Due to the uncertainty of future  taxable  income,  the  Company has fully
reserved  for  its  net  deferred tax assets.  The Company will have  remaining
federal and state net operating loss carryforwards of approximately $4,700,000,
expiring in years 2002 through  2018.  The net operating loss carryforwards are
available to offset future federal and state taxable income.

(7)  STOCKHOLDERS' EQUITY

(a)  Non-qualified Stock Options
     In April 1992, a total of 200,000  non-qualified stock options were issued
to the three, then-serving executive officers  of  the  Company  at an exercise
price of $1.05 per share, the then current market price of the Company's common
stock.   These  options,  which were granted outside of the stock option  plans
described  below,  expire  in   April  2002.   Half  of  these  options  became
exercisable in April 1993, and the  remaining  half became exercisable in April
1994.   A  former executive officer of the Company  exercised  16,200  of  such
options during  October 1999 and the aggregate of an additional 133,800 of such
options during January and February 2000.

     In November  1994,  the  Company  entered  into a non-exclusive investment
banking  contract  with   Redwood MicroCap Fund of Colorado  Springs,  Colorado
("Redwood").  As compensation  for  services  provided under this contract, the
Company  issued 30,000 non-qualified stock options  to  Redwood.   The  options
expired without being exercised on November 2, 1999.

     In April  1999,  a total of 93,300 non-qualified stock options were issued
to the three executive  officers  of  the Company at an exercise price of $1.31
per share, the then current market price  of the Company's common stock.  These
options, which were granted outside of the  stock option plans described below,
expire in April 2009.  One third of these options  became  exercisable in March
2000,  an  additional  one  third  become  exercisable  in March 2001  and  the
remaining options become exercisable in March 2002.

(b)  Stock Option Plans
     In May 1989, the stockholders approved the 1989 Stock Option and Incentive
Plan (the "1989 Plan") pursuant to the provisions of the  Internal Revenue Code
of 1986, under which employees may be granted options to purchase shares of the
Company's  common stock at i) no less than fair market value  on  the  date  of
grant in the  case  of incentive stock options and ii) no less than 85% of fair
market value on the date  of  grant in the case of non-qualified stock options.
Vesting  requirements are determined  by  the  Compensation  and  Stock  Option
Committee  of  the  Board  of  Directors  on a case by case basis.  Originally,
90,000 shares of common stock were reserved  for  issuance under the 1989 Plan;
the stockholders of the Company approved an increase  in this number to 190,000
shares at the August 1992 Annual Meeting and a further  increase in this number
to  290,000  shares at the June 1994 Annual Meeting and a further  increase  in
this number to  340,000  shares  at  the June 1998 Annual Meeting.  All options
granted under the 1989 Plan expire no  later  than  ten  years from the date of
grant.   The  1989 Plan expired in March 1999, and no further  options  may  be
granted under the  1989  Plan; however, outstanding options under the 1989 Plan
may be exercised in accordance  with  their  terms.  Since the inception of the
1989 Plan and prior to December 31, 1999, 49,833 options have been exercised.

      In February 1995, the Board of Directors  adopted  the  1995 Stock Option
Plan for Outside Directors (the "1995 Plan"). The 1995 Plan was approved by the
stockholders  of  the  Company  on  June  23, 1995.  Under the 1995 Plan,  each
director  who was not an employee of the Company  on  the  date  the  Plan  was
adopted was  automatically  granted  a  non-qualified  stock option to purchase
8,000 shares of common stock at its fair market value on the date of the grant.
Directors  who  were  newly elected to the Board subsequent  to  February  1995
received an automatic grant  of  an  option  to  purchase 8,000 shares, at fair
market value on the date when such directors were first elected to the Board by
the  stockholders.  As of February 1995, 64,000 shares  of  common  stock  were
reserved for issuance under the 1995 Plan.  Options to purchase an aggregate of
40,000  shares  were  automatically granted on the date the Plan was adopted by
the Board of Directors.  Of these 40,000 options, 8,000 terminated in September
1995. Options to purchase  another  8,000  shares were automatically granted in
June 1995, which options terminated in December  1999.   Options as to 4,000 of
such shares were exercised during 1997.   All options granted  under  the  1995
Plan  expire  no  later  than five years from the date of grant.  The 1995 Plan
expired in February 2000,  and no further options may be granted under the 1995
Plan; however, outstanding options  under  the  1995  Plan  may be exercised in
accordance with their terms.

     Activity under the stock option plans described above, was as follows:
<TABLE>
<CAPTION>

                                                                       Weighted Average
                                       1989 Plan        1995 Plan       Exercise Price
                                       ---------        ---------      ----------------

<S>                                       <C>            <C>              <C>
Balance at December 31, 1996              230,000        40,000           $2.29
     Grants                                48,667          --              2.48
     Terminations                         (24,000)         --              3.40
     Exercises                               (500)       (4,000)           1.30
                                          --------       --------

Balance at December 31, 1997              254,167        36,000            2.25
     Grants                                15,000          --              1.66
     Terminations                         (41,534)         --              2.42
     Exercises                            (14,000)         --              1.47
                                          --------       --------

Balance at December 31, 1998              213,633        36,000            2.23
     Grants                                79,700          --              1.31
     Terminations                         (19,966)       (8,000)           1.65
     Exercises                               --            --               --
                                          --------       --------

Balance at December 31, 1999              273,367        28,000            2.04

Exercisable at December 31, 1999          174,442        28,000           $2.32
                                          --------       --------
</TABLE>

    At December 31, 1999, approximately 578,467 common shares were reserved for
future issuance under all outstanding stock options described above.

(c)   Compliance with Financial Accounting Standards Board New Accounting
Standard

In   1995,   the  Financial  Accounting  Standards  Board  ("FASB")  issued
"Statement of  Financial  Accounting Standard ("SFAS") No. 123 - Accounting
for Stock-Based Compensation".   This statement requires a fair value based
method of accounting for employee  and  director  stock  options  and would
result  in  expense  recognition  for  the  Company's  stock plans. It also
permits  a  Company  to continue to measure compensation expense  for  such
plans using the intrinsic  value  based  method as prescribed by Accounting
Principles  Board  Opinion No. 25 ("APB No.  25"),  "Accounting  for  Stock
Issued to Employees".   The  Company  has  elected  to follow APB No. 25 in
accounting for its stock plans, and accordingly, no compensation  cost  has
been recognized.

     Had  compensation  cost  for the Company's stock plans been determined
based on the fair value requirements  of  SFAS  No.  123, the Company's net
profit (loss) and basic net profit (loss) per share would have been reduced
(increased) to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                      1999           1998           1997
                                                      ----           ----           ----
<S>                           <C>                  <C>            <C>             <C>
     Net profit (loss)        As reported          $550,843       $(102,518)      $263,852
                              Pro forma            $464,163       $(173,061)      $211,072
     Basic net profit (loss)
     per share                As  reported            $0.23          $(0.04)         $0.11
                              Pro forma               $0.19          $(0.07)         $0.08

</TABLE>
     The  weighted  average remaining life of the options outstanding under
the 1989 Plan and the  1995  Plan as of December 31, 1999 was approximately
six years and three months.  The  exercise price of the options outstanding
and of the options exercisable as of December 31, 1999 ranged from $1.25 to
$4.00.  The weighted-average grant  date  fair  values  of  options granted
during  1999  and  1998 were $1.31 and $1.12 per share, respectively.   The
fair value of each stock  option  grant  has  been estimated on the date of
grant  using  the  Black-Scholes option pricing model  with  the  following
weighted-average assumptions:

<TABLE>
<CAPTION>

                                             1999       1998        1997
                                             ----       ----        ----
<S>                                          <C>        <C>         <C>
          Risk-free interest rate            5.8%       5.1%        5.7%
          Dividend yield                     0          0           0
          Expected volatility                76.2%      79.7%       83.4%
          Expected life                      5 years    5 years     5 years

(d)  Common Stock Rights Plan

     On September 5,  1995, the Board of Directors of the Company adopted a
Common Stock Rights Plan  and  declared  a  dividend  of  one  common share
purchase right (a "Right") for each of the then outstanding shares  of  the
common  stock  of  the  Company.   The  dividend  was  distributed  to  the
shareholders  of  record as of the close of business on September 19, 1995.
Each Right entitles  the registered holder to purchase from the Company one
share of  common stock  at  an  initial purchase price of $70.00 per share,
subject to adjustment.  The description  and  terms  of  the Rights are set
forth  in  a  Rights  Agreement  between  the   Company and American  Stock
Transfer & Trust Co., as Rights Agent.

     The Rights become exercisable and transferrable  apart from the common
stock upon the earlier of (i) 10 days following a public  announcement that
a person or group (acquiring person) has, without the prior  consent of the
Continuing  Directors  (as  such  term is defined in the Rights Agreement),
acquired beneficial ownership of 15  percent  or   more  of the outstanding
common stock, or (ii) 10 days following commencement of a  tender  offer or
exchange  offer  the  consummation of which would result in ownership by  a
person or group of 20% or more of the outstanding common stock (the earlier
of such dates being called the "Distribution Date").

     Upon the acquisition  of  15% or more of the Company's common stock by
an acquiring person, the holder  of  each  Right not owned by the acquiring
person would be entitled to purchase common  stock  having  a  market value
equal  to two times the exercise price of the Right (i.e., at a 50  percent
discount).     If,   after   the  Distribution  Date,  the  Company  should
consolidate or merge with any  other  entity  and  the Company were not the
surviving company, or, if the Company were the surviving  company,  all  or
part  of  the  Company's  common  stock  were changed or exchanged into the
securities of any other entity, or if more than 50% of the Company's assets
or  earning  power  were  sold,  each Right would  entitle  its  holder  to
purchase, at the Rights' then-current purchase price, a number of shares of
the acquiring company's common stock  having  a  market  value at that time
equal to twice the Right's exercise price.

<PAGE>
At any time after a person or group becomes an acquiring person  and  prior  to
the  acquisition  by  such  person  or  group of 50% or more of the outstanding
common stock, the Board of Directors of the  Company  may  exchange  the Rights
(other  than  Rights owned by such person or group which have become void),  in
whole or in part,  at  an exchange ratio of one share of common stock per Right
(subject to adjustment).
     At any time prior to  fourteen  days following the date that any person or
group  becomes  an acquiring person (subject  to  extension  by  the  Board  of
Directors),  the Board  of  Directors  of  the  Company  may  redeem  the  then
outstanding Rights  in  whole,  but not in part, at a price of $.005 per Right,
subject to adjustment.  The Rights  will expire on the earlier of (i) the close
of business on September 19, 2005, or  (ii)  the  time  at which the Rights are
redeemed by the Company.

(8)  COMMITMENTS AND CONTINGENCIES

     In connection with the acquisition of Wipe Out<TM> Dairy Wipes, the Company
assumed  the  rights  and obligations of a certain sub-contractor manufacturing
contract.  As of December  31, 1999, the Company would be obligated to pay this
sub-contractor approximately  $56,000  in  the event of the termination of this
contract.  The contingent liability reduces  on a per unit basis as the Company
purchases product from this sub-contractor.

     The Company has entered into employment contracts with its three executive
officers  which  could  require  the Company to pay  three  months'  salary  as
severance pay depending upon the circumstances of any termination of employment
of these key employees.

     In June 1998, the Company entered  into  a  renewal  of  its  service  and
license  agreement effective through December 31, 2003 with Kamar, Inc. whereby
Kamar will  continue  to  provide  the  Company  warehousing,  distribution and
certain other services and the Company will continue to market a certain bovine
heat  detection  device  under  an  exclusive world-wide license.  The  renewal
agreement is cancelable by either party upon twelve months written notice.  The
Company is committed to pay Kamar a monthly  fee  for distribution services and
related license fees of $21,100 (adjusted annually  for  inflation)  until  the
license  agreement  is canceled.  Royalties paid on sales made during the years
ended December 31, 1999,  1998  and  1997 were $228,000, $217,000 and $188,000,
respectively.

     The research, manufacturing and marketing  of human and animal health care
products by the Company entail an inherent risk that  liability  claims will be
asserted  against  the  Company.   The Company feels it has adequate levels  of
liability insurance to support its operations.

(9)  SEGMENT AND SIGNIFICANT CUSTOMER INFORMATION

     The Company principally operates in the business segment described in Note
1.  The Company's primary customers  for the majority of its 1999 product sales
(74%) are in the United States dairy and  beef  industries.   Revenues  derived
from  foreign  customers,  who  are  also  in  the  dairy  and beef industries,
aggregated  24%  of  1999  product sales. Government grant income  amounted  to
approximately 4% ($187,000),  6% ($282,000) and 5% ($249,000) of total revenues
in the years ended December 31, 1999, 1998 and 1997, respectively.

     In 1998, the Company adopted  SFAS  No.  131.   The  prior year=*s segment
information  has  been  restated  to  present  the  Company=*s  two  reportable
segments:  (1) Animal Health Products and (2) Research and Development ("R&D").
The accounting policies of the segments are the same as those described in Note
2,  "Summary  of  Significant Accounting Policies."  The Company evaluates  the
performance  of  its   segments  and  allocates  resources  to  them  based  on
contribution before allocation  of corporate overhead charges.  The table below
presents information about reported segments for the years ending December 31:



</TABLE>
<TABLE>
<CAPTION>

                                    Animal Health
1999:                                 Products           R&D          Other           Total
                                    -------------      -------       --------        -------
<S>                                 <C>               <C>           <C>             <C>

Product Sales                       $4,655,231            --         $  67,143       $4,722,374

Grant Income                            --             $186,871          --             186,871
                                    ----------         ---------     ---------       ----------

Total Revenues                       4,655,231          186,871         67,143        4,909,245

Product Costs                        2,123,847            --            29,112        2,152,959

Research and Development                --              812,892          --             812,892

Sales and Marketing Expenses           889,501            --             --             889,501

Other Expenses                          --                --           503,050          503,050
                                    ----------        ---------      ---------       ----------

Net Profit (Loss)                   $1,641,883        $(626,021)     $(465,019)       $ 550,843
                                    ==========        ----------     ----------      ==========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                    Animal Health
1998:                                 Products           R&D          Other           Total
                                    -------------      -------       --------        -------
<S>                                  <C>               <C>           <C>            <C>

Product Sales                        $4,120,367          --           $79,484       $4,199,851

Grant Income                             --            $282,016          --            282,016

Other Income                             --              --              --              --
                                     ----------        --------       --------      ----------

Total Revenues                        4,120,367         282,016        79,484        4,481,867

Product Costs                         1,950,476          --            64,150        2,014,626

Research and Development                 --           1,012,813          --          1,012,813

Sales and Marketing Expenses            816,705          --              --            816,705

Other Expenses                           --              --            740,241         740,241
                                     ----------        --------       --------      ----------

Net Profit (Loss)                     $1,353,186      $(730,797)     $(724,907)     $ (102,518)
                                     ==========       ==========     ==========     ===========
</TABLE>


<TABLE>
<CAPTION>


                                    Animal Health
1997:                                 Products           R&D          Other           Total
                                    -------------      -------       --------        -------
<S>                                  <C>              <C>           <C>            <C>


Product Sales                        $3,918,710          --          $64,088        $3,982,798

Grant Income                            --            $ 248,880        --              248,880

Other Income                            --               --          325,000           325,000
                                     ----------       ----------    ---------       ----------

Total Revenues                        3,918,710         248,880      389,088         4,556,678

Product Costs                         1,784,819          --           34,768         1,819,587

Research and Development                --            1,068,069        --            1,068,069

Sales and Marketing Expenses            817,089          --            --              817,089

Other Expenses                          --               --          588,081           588,081
                                     ----------       ----------    ---------       ----------

Net Profit (Loss)                    $1,316,802       $(819,189)   $(233,761)       $  263,852
                                     ==========       ----------    ---------       ----------


</TABLE>





(10) EMPLOYEE BENEFITS

     The Company has a 401(k) savings  plan  in  which all employees completing
one  year  of  service  with  the Company (working at least  1,000  hours)  are
eligible to participate.  Participants may contribute up to 20% of their annual
compensation to the plan, subject to certain limitations.  Beginning January 1,
1994, the Company has matched 50%  of  each employee's contribution to the plan
up to a maximum match of 3% of each employee's  base  compensation.  Under this
matching  contribution  program,  the  Company paid the aggregate  of  $18,000,
$24,000 and $24,000 to the plan for the years ended December 31, 1999, 1998 and
1997,  respectively.   The  Company intends  to  continue  this  same  matching
contribution program in 2000.
<PAGE>
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        IMMUCELL CORPORATION

Date: March 24, 2000                    By: /S/ MICHAEL F. BRIGHAM
                                            Michael F. Brigham
                                            President, Chief Executive Officer
                                            and Treasurer


                               POWER OF ATTORNEY

We, the undersigned directors  and  officers  of  ImmuCell  Corporation  hereby
severally  constitute  and  appoint  Michael  F.  Brigham  our  true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for  us  and  in  our  stead,  in  any and all capacities, to sign any and  all
amendments to this report and all documents  relating  thereto, and to file the
same, with all exhibits thereto, and other documents in  connection  therewith,
with  the  Securities  and Exchange Commission, granting unto said attorney-in-
fact and agent, full power  and  authority to do and perform each and every act
and thing necessary or advisable to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact  and  agent, or his substitute or
substitutes, may lawfully do or to be done by virtue hereof.

Pursuant  to  the requirements of the Securities Exchange  Act  of  1934,  this
report has been  signed  below  by  the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

Date: March 24, 2000                   By: /S/ Michael F. Brigham
                                           Michael F. Brigham
                                           President, Chief Executive Officer,
                                           Treasurer and Director

Date: March 24, 2000                   By: /S/Anthony B. Cashen
                                           Anthony B. Cashen, Director

Date: March 24, 2000                   By: /S/John P. Donahoe
                                           John P. Donahoe, Ph.D., Director

Date: March 24, 2000                   By: /S/Keith N. Haffer
                                           Keith N. Haffer, Ph.D., Director

Date: March 24, 2000                   By: /S/William H. Maxwell
                                           William H. Maxwell, Ph.D., Director

Date: March 24, 2000                   By: /S/Mitchel Sayare
                                           Mitchel Sayare, Ph.D., Director

<PAGE>



                    IMMUCELL CORPORATION AND SUBSIDIARY

                               Exhibit Index


10.22 Employment Agreement dated April 29, 1999 between the Registrant and
     Michael F. Brigham.

10.23 Employment Agreement dated April 29, 1999 between the Registrant and
     Joseph H. Crabb.

10.24 Employment Agreement dated April 29, 1999 between the Registrant and
     Stafford C. Walker.

10.25   License Agreement between the Registrant and Hydros Environmental
Diagnostics, Inc.              dated December 8, 1999.

23.1 Consent of PricewaterhouseCoopers LLP

27.1 Financial Data Schedule (Filed Only Electronically).