IMMUCELL CORPORATION AND SUBSIDIARY

                               Exhibit 10.23

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





<PAGE>







                          EMPLOYMENT AGREEMENT

AGREEMENT made this 29th day of April, 1999, between IMMUCELL
CORPORATION, a Delaware Corporation (the "Company"), and Joseph H. Crabb,
of Newfield, Maine ("Crabb").

                               WITNESSETH:

In  consideration  of  the  mutual  promises hereinafter  contained,  the
parties hereto agree as follows:

2. EMPLOYMENT AND TERM. The Company hereby employs Crabb and Crabb hereby
accepts  employment by the Company subject  to  the  provisions  of  this
Agreement  for  a  term  commencing on April 29, 1999 and ending upon the
date of termination of Crabb's employment with the Company.

2. DUTIES OF CRABB. Crabb  shall  be  employed  by  the  Company  as Vice
President  and Chief Scientific Officer to perform such duties consistent
with such a  position  as  Vice President and Chief Scientific Officer as
its Board of Directors shall  assign Crabb from time to time. Crabb shall
serve the Company faithfully and  diligently,  use  his  best  efforts to
promote the interests of the Company, and shall devote his full  time and
efforts to the business and affairs of the Company.

3. COMPENSATION.

(a)  BASE SALARY. As compensation for his services hereunder, the Company
shall  pay  Crabb  $7,916.66  per  month,  beginning on February 1, 1999.
During the entire term of this agreement, Crabb's salary shall be subject
to  periodic  review  and adjustment by the Board  of  Directors  of  the
Company, which Board of  Directors  may in its sole discretion change the
salary to an amount greater than that  provided  for  therein;  provided,
however,  that  in no event may the Company's Board of Directors decrease
Crabb's salary below that which is provided for herein.

(b) EMPLOYEE BENEFITS.  During  the  term  of  this Agreement the Company
shall  provide  Crabb  with  the  standard health, life,  and  disability
insurance coverage that is provided  to  the  Company's other non-officer
employees.  Crabb shall also be eligible to receive  all  other  employee
benefits of the  Company  in  the  same  manner and to the same extent as
other employees of the Company in accordance with the Company's policies,
including, without limitation, any incentive  pay programs offered by the
Company to all of its non-officer employees.

(c) NONQUALIFIED STOCK OPTIONS.

   (8) GRANT.  By unanimous resolution of the full  Board of Directors on
     March 1, 1999 the Company granted to Crabb an option  (`Option')  to
     purchase  thirty-one  thousand  and  one  hundred (31,100) shares of
     ImmuCell common stock (`Shares') at a price  equal  to  $1.3125  per
     share.


   (9)  VESTING.   Crabb's  right  to purchase the Shares subject to this
     Option shall vest as follows:
     (iv) As to 10,366 Shares on and after March 1, 2000;
     (v)  As to an additional 10,367  Shares  on and after March 1, 2001;
          and
     (vi) As to the remaining 10,367 Shares on and after March 1, 2002.

   (10)  EXERCISE.  Except as hereinafter provided,  the  Option  may  be
     exercised  in  full  or  in part at any time to the extent vested in
     accordance with subsection  (2).   In  no  event  may  the Option be
     exercised  to  purchase fewer than one hundred (100) Shares,  unless
     fewer than one hundred (100) Shares are subject to the Option.

          The purchase price for the Shares acquired upon exercise of the
     Option shall be  paid (i) in cash or certified check, or (ii) at the
     discretion of the  Compensation  and  Stock  Option Committee of the
     Board of Directors of the Company by delivery  of  one or more stock
     certificates,  duly endorsed, evidencing other Shares  with  a  Fair
     Market Value on  the  date of exercise equal to the option price, or
     (iii)  at  the discretion  of  the  Compensation  and  Stock  Option
     Committee, by a combination of the methods described in (i) or (ii).
     As soon as practicable  after  Crabb  has  tendered  payment  of the
     purchase price to the Company, the Company shall provide Crabb  with
     a  Certificate  evidencing  the  Shares purchased.  Such certificate
     shall include any legends required under federal or state securities
     laws.

          In  the event of Crabb's termination  of  employment  with  the
     Company (except  for  by  reason  of  "just  cause"  as  provided by
     subsection (c) of Section 4 of this Agreement), disability or death,
     the  Option  shall  be exercisable during the eighteen-month  period
     following the date of  Crabb's termination.  In the event of Crabb's
     termination  for "just cause"  as  provided  by  subsection  (c)  of
     Section 4, the  Option  shall  be  exercisable  for  the three month
     period  following  such  termination  only  to  the  extent  it  was
     exercisable at the time of such termination.

   (11)  EXPIRATION  OF  OPTION.   This Option shall expire at 5:00 p.m.,
     Eastern  time  on February 28, 2009,  unless  sooner  terminated  as
     provided  in  Section   (c)(3)  above,  and  may  not  be  exercised
     thereafter.

   (12) NONTRANSFERABILITY.  Crabb may not transfer the Option other than
     by will or the laws of descent  and  distribution.   During  Crabb's
     lifetime, only Crabb may exercise the Option.

   (13)  CHANGE  IN CONTROL.  In the event of a change in control of  the
     Company, Crabb's  right  to  purchase  Shares  subject to the Option
     shall vest immediately.  For purposes of this Amendment,  `change in
     control' shall mean any one of the following events:

               (d) Any person shall become beneficial owner, directly  or
                  indirectly,  of  securities  representing fifty percent
                  (50%)  or  more of the combined  voting  power  of  the
                  Company's then outstanding stock.

               As used in this  Paragraph 6 (a), `beneficial owner' shall
          have the meaning ascribed  to  it from time to time under rules
          promulgated by the Securities and  Exchange Commission pursuant
          to Section 13 (d) of the Securities  Exchange  Act  of 1934, or
          any  similar  successor  statute or rule; and a `person'  shall
          include any natural person,  corporation,  partnership,  trust,
          association,   or  any  group  or  combination  thereof,  whose
          ownership of the  Company stock would be reportable pursuant to
          such provision of the  Securities  Exchange Act of 1934 and the
          rules and regulations promulgated thereunder;

               (e)   The   Company's   stockholders   approve   (i)   any
                  consolidation or merger  of  the  Company  in which the
                  Company  is not the continuing or surviving corporation
                  or pursuant  to  which  shares  of Company common stock
                  would  be  converted  into  cash, securities  or  other
                  property,   or   (ii)   any   sale,  lease,   exchange,
                  liquidation or other transfer (in  one transaction or a
                  series of transactions) of all or substantially  all of
                  the assets of the Company.

               (f)  Any other event which a majority of all the Company's
                  Directors   who   are  not  employees  of  the  Company
                  determines constitutes a change of control.

   (14)  NO  REGISTRATION OF SECURITIES.   The  parties  agree  that  the
     Company presently  intends  to  rely  on the securities registration
     exemption contained in Section 10502 (1)  (L)  of  the Revised Maine
     Securities Act and that, accordingly, no registration  or  exemption
     filing  shall be made by the Company under such Act with respect  to
     the Shares.   Crabb  acknowledges that transfer of the Shares may be
     restricted by applicable  federal and state securities laws and that
     the Shares when issued shall  contain  an appropriate legend to that
     effect.   Notwithstanding  the  foregoing,  the  Company  agrees  to
     register  these shares in conjunction  with  its  next  Registration
     Statement on  Form  S-8 to be filed with the Securities and Exchange
     Commission.

(d) BONUS. A cash bonus will  be  paid to Crabb by the Company if certain
performance objectives are met during  any  fiscal year. These objectives
will be specified by the Company's Board of Directors on an annual basis.
Each  and  any  such  annual incentive compensation  agreement  shall  be
incorporated by reference  into  this  Employment  Agreement.   Any bonus
earned during a fiscal year will be paid by 1 February of the next fiscal
year.

4.  TERMINATION OF EMPLOYMENT.

(b)   VOLUNTARY  TERMINATION.  Should  Crabb  voluntarily  terminate  his
   employment with the company,
Crabb hereby  covenants  that, for a period of one (l) year he will abide
by  the terms of the "Agreement  in  Connection  with  Employment"  dated
September  19,  1988  between  Crabb  and the Company, a copy of which is
appended hereto as ATTACHMENT A.

(b) OTHER TERMINATION. (i) Should Crabb's  employment  with  the  Company
terminate  for  any  reason  except  through  Crabb's voluntary act or by
termination  for  "just  cause"  as provided by subsection  (c)  of  this
Section 4 or (ii) should Crabb's status  or  position with the Company be
in any way altered without Crabb's consent so  as  to  materially  reduce
Crabb's  status  or  responsibilities  in  a manner inconsistent with his
position as Vice President and Chief Scientific  Officer  of  the Company
and  should  Crabb  resign  from all offices and positions held with  the
Company  in  response to such change  or  alteration  in  his  status  or
position with  the  Company or (iii) should the Company terminate Crabb's
employment at any time,  Crabb  shall receive from the Company salary and
benefits  at  the monthly level existing  prior  to  termination  for  an
additional three  (3)  months  after  the  date of termination of Crabb's
employment.

In consideration for the payments to be made  to  him  pursuant  to  this
subsection  (b), Crabb shall be bound by the provisions of subsection (a)
of this Section  in  the  same  manner  as  if  his  termination had been
voluntary,  and  Crabb  shall  not compete with the Company  as  provided
therein for a period of one (1)  year  from  the  date  of termination of
Crabb's employment by the Company.

(c) TERMINATION FOR JUST CAUSE. Notwithstanding the forgoing provisions
of this Section 4, a majority of the Board of Directors of the Company
may at any time terminate the employment of Crabb for just cause (as
hereinafter defined) upon seven (7) days' written notice to Crabb. Upon
the expiration of such seven (7) day period, Crabb's employment with the
Company shall cease, and from and after such date the Company shall have
no further liability or obligation to make any payments or provide any
benefits which would otherwise be paid to Crabb hereunder, except as such
have accrued on or before such date. In the event of the termination of
Crabb's employment for just cause as provided herein, Crabb shall be
bound by the provisions of subsection (a) of this Section in the same
manner as if his termination had been voluntary, and Crabb shall not
compete with the Company as provided therein for a period of one (1) year
from the date of termination of Crabb's employment.

As used in this subsection (c), "just cause" shall be deemed  to  include
only the following:

     (i) Crabb's conviction of a felony involving moral turpitude or
     dishonesty; or

     (ii)  Crabb's  persistent failure to comply with the reasonable
     directives or assignments  of the Company's Board of Directors,
     provided that such directives  or  assignments  are  consistent
     with Crabb's status and position as set forth in Section  2  of
     this Agreement; or

     (iii)  Crabb's  persistent  failure to devote his full time and
     efforts  to the business and affairs  of  the  Company  in  the
     manner contemplated by Section 2 of this Agreement.

(d) CERTAIN EVENTS.  In  the  event that (i) following the termination of
Crabb's employment pursuant to  subsection  (b)  of  this  Section  4 the
Company  shall  fail  to  pay Crabb when due, or within ten (10) business
days thereafter, all current  sums  payable  to  Crabb  pursuant  to said
subsection  (b),  or (ii) following the termination of Crabb's employment
for any reason whatsoever,  the  Company  or any successor or assignee of
the Company entitled to the benefits of this  Agreement  shall  cease  to
conduct  the  business  of  the  Company engaged in by the Company at the
times of such termination, then, and  in either such event, the covenants
against competition set forth in subsections  (a),  (b),  and (c) of this
Section 4 shall be terminated and Crabb shall thereafter not  be bound by
the  provisions  thereof.  The  termination  of  said  covenants  against
competition  shall  not alter or affect the obligation of the Company  to
make any payments required to be made to Crabb pursuant to the provisions
of subsection (b) of this Section 4.

5.  COVENANT  CONCERNING   OTHER   EMPLOYEES.  Should  Crabb  voluntarily
terminate  his employment with the Company  for  any  reason  whatsoever,
Crabb hereby covenants that, for a period of one (1) year, Crabb will not
directly or  indirectly persuade, induce or otherwise encourage any other
employee of the  Company  to  leave  the employ of the Company to join or
form  any  other  firm,  corporation,  partnership,   association,  joint
venture,  trust  or  business  entity of any kind engaged in,  or  to  be
engaged in the future in, any business which is similar to or competitive
with the business now or at any time hereafter engaged in by the Company.

6. MISCELLANEOUS.

a) NOTICE. Any notice required to  be  given  hereunder shall be given in
writing and shall be delivered by hand or sent by registered or certified
mail, postage prepaid, return receipt requested,  or  by Federal Express,
if to the Company, at the address of its principal offices  on  the  date
upon  which  such  notice  is given, and if to Crabb, at the then current
residential address of Crabb (as reflected on the records of the Company)
by any of the aforesaid means.  Any  such  notice shall be effective when
delivered in person or deposited in the United States mails in accordance
with the provisions of this subsection.

b) DEATH. In the event of the death of Crabb  during  the  term  of  this
Agreement  while  he  shall  be  an  employee  of  the  Company,  Crabb's
compensation pursuant to Section 3 hereof shall cease as of the last  day
of  the  month in which Crabb's death occurs. Any remaining amounts owing
to Crabb pursuant  to  Section 3 hereof in respect to such month shall be
paid to his estate or shall  pass  by  applicable  laws  of  descent  and
distribution.  In the event of the death of Crabb after he has terminated
his employment with  the Company, but prior to the payment of all amounts
payable to him pursuant  to the provisions of subsection (b) of Section 4
hereof, the remaining such  amounts  shall be paid to the representatives
of Crabb's estate.

(c) INJUNCTIVE RELIEF. The parties agree that the extent of damage to the
Company  in  the  event  of the breach by  Crabb  of  the  noncompetition
covenants contained in the  agreement  attached  hereto  as  ATTACHMENT A
would be difficult or impossible to ascertain and that there would  be no
adequate  remedy  at  law  available  to the Company in the event of such
breach. Therefore, in the event of any  such breach, the Company shall be
entitled to enforce any or all of such covenants  by  injunction or other
equitable  relief  in  addition to receiving damages or other  relief  to
which the Company may be entitled.

(d) BINDING EFFECT; ASSIGNMENT.  The provision of this Agreement shall be
binding  upon and shall inure to the  benefit  of  the  Company  and  its
successors  and  assigns  and  to  the benefit of Crabb and his heirs and
legal representative. This Agreement  is  a  personal  contract  and  the
rights  and  interest  of  Crabb  herein  may  not  be sold, transferred,
assigned, pledged, or hypothecated and any such attempted sale, transfer,
assignment, pledge or hypothecation shall be null, void and of no effect.

(e)  ENTIRE  AGREEMENT.  Except  as  set  forth  in  the next  succeeding
sentence,  this  Agreement  contains  the  entire agreement  between  the
parties hereto with respect to the transactions  contemplated  herein and
supersedes all prior agreements and understandings, written and oral with
respect  to  the subject matter hereof, including without limitation  the
Employment Agreement  dated November 8, 1991 as amended on March 17, 1992
between Crabb and the Company,  and may not be amended or modified except
by  an  instrument in writing signed  by  both  parties  hereto.   It  is
understood  and  agreed  that  the  following additional agreements shall
remain  in full force and effect and shall  not  be  superceded  by  this
Agreement:  (i)  the  "Agreement  in  Connection  with  Employment" dated
September  19,  1988  and  appended  hereto  as  ATTACHMENT  A, (ii)  the
provisions  regarding  the  nonqualified  stock options granted to  Crabb
contained in the Amendment to Employment Agreement  dated  April 13, 1992
between  Crabb  and the Company, and (iii) all other incentive  and  non-
qualified stock option  agreements  previously entered into between Crabb
and the Company, which agreements remain in full force to the same extent
they were in force before this Agreement was executed.

(f) SEVERABILITY. If any provision of this Agreement is declared invalid,
illegal or unenforceable, such provision shall be severed and all
remaining provisions shall continue in full force and effect.

(g) LAW GOVERNING. This Agreement shall  be  governed  by and enforced in
accordance with the laws of the State of Maine


IN  WITNESS  WHEREOF,  the  parties hereto have executed this  Agreement,
intending the same to take effect  as a sealed instrument, as of the date
first above written.


                                      IMMUCELL CORPORATION


/S/  Joseph H. Crabb                  /S/  Anthony B. Cashen
Joseph H. Crabb                       By:  Anthony B. Cashen
Vice President and Chief Scientific   Member, Compensation and
Officer                               Stock Option Committee