IMMUCELL CORPORATION AND SUBSIDIARY

                               Exhibit 10.24

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





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                          EMPLOYMENT AGREEMENT

AGREEMENT made this 29th day of April, 1999, between IMMUCELL
CORPORATION, a Delaware Corporation (the "Company"), and Stafford C.
Walker, of Carmel, Indiana ("Walker").

                               WITNESSETH:

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

3. EMPLOYMENT AND TERM. The Company  hereby  employs  Walker  and  Walker
   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 Walker's employment with the Company.

2.  DUTIES  OF  WALKER.  Walker  shall be employed by the Company as Vice
President and Chief Marketing Officer  to  perform such duties consistent
with such a position as Vice President and Chief Marketing Officer as its
Board of Directors shall assign Walker from  time  to  time. Walker 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 Walker $7,916.66 per month,  beginning  on  February  1,  1999.
During  the  entire  term  of  this  agreement,  Walker'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
Walker's salary below that which is provided for herein.

(b) EMPLOYEE BENEFITS.  During  the  term  of  this Agreement the Company
shall  provide  Walker  with  the standard health, life,  and  disability
insurance coverage that is provided  to  the  Company's other non-officer
employees. Walker 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.

   (15) GRANT.  By unanimous resolution of the full Board of Directors on
     March 1, 1999 the Company granted  to Walker 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.


   (16) VESTING.  Walker's right to purchase the  Shares  subject to this
     Option shall vest as follows:
     (vii) As to 10,366 Shares on and after March 1, 2000;
     (viii) As to an additional 10,367 Shares on and after March 1, 2001;
          and
     (ix) As to the remaining 10,367 Shares on and after March 1, 2002.

   (17)  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  Walker has tendered payment of the
     purchase price to the Company, the Company shall provide Walker with
     a  Certificate evidencing the Shares  purchased.   Such  certificate
     shall include any legends required under federal or state securities
     laws.

          In  the  event  of  Walker'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  Walker's  termination.  In  the  event  of
     Walker'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.

   (18)  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.

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

   (20) CHANGE IN CONTROL.  In the event  of  a  change in control of the
     Company,  Walker'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:

               (g)  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;

               (h)   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.

               (i)  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.

   (21)  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.   Walker 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 Walker 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.

(c)  VOLUNTARY  TERMINATION.  Should  Walker  voluntarily  terminate  his
   employment with the company,
Walker  hereby covenants that, for a period of one (l) year he will abide
by the terms  of the "Agreement in Connection with Employment" dated July
7, 1992 between  Walker  and  the  Company,  a  copy of which is appended
hereto as ATTACHMENT A.

(b) OTHER TERMINATION. (i) Should Walker's employment  with  the  Company
terminate  for  any  reason  except  through Walker's voluntary act or by
termination  for  "just cause" as provided  by  subsection  (c)  of  this
Section 4 or (ii) should  Walker's status or position with the Company be
in any way altered without  Walker's  consent  so as to materially reduce
Walker's  status or responsibilities in a manner  inconsistent  with  his
position as Vice President and Chief Marketing Officer of the Company and
should Walker 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 Walker's employment at
any time, Walker 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 Walker's employment.

In  consideration  for  the payments to be made to him pursuant  to  this
subsection (b), Walker shall be bound by the provisions of subsection (a)
of  this Section in the same  manner  as  if  his  termination  had  been
voluntary,  and  Walker  shall  not  compete with the Company as provided
therein for a period of one (1) year from  the  date  of  termination  of
Walker'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 Walker for just cause (as
hereinafter defined) upon seven (7) days' written notice to Walker. Upon
the expiration of such seven (7) day period, Walker'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 Walker hereunder, except as
such have accrued on or before such date. In the event of the termination
of Walker's employment for just cause as provided herein, Walker shall be
bound by the provisions of subsection (a) of this Section in the same
manner as if his termination had been voluntary, and Walker shall not
compete with the Company as provided therein for a period of one (1) year
from the date of termination of Walker's employment.

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

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

     (ii) Walker'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 Walker's status  and position as set forth in Section 2 of
     this Agreement; or

     (iii) Walker'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
Walker's employment pursuant to  subsection  (b)  of  this  Section 4 the
Company  shall  fail to pay Walker when due, or within ten (10)  business
days thereafter,  all  current  sums  payable  to Walker pursuant to said
subsection (b), or (ii) following the termination  of Walker'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 Walker 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  Walker  pursuant  to  the
provisions of subsection (b) of this Section 4.

5.  COVENANT  CONCERNING  OTHER  EMPLOYEES.   Should  Walker  voluntarily
terminate  his  employment  with the Company for any  reason  whatsoever,
Walker hereby covenants that,  for  a period of one (1) year, Walker 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  Walker,  at  the then current
residential  address  of  Walker  (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 Walker during the term of this
Agreement  while  he  shall  be an  employee  of  the  Company,  Walker's
compensation pursuant to Section  3 hereof shall cease as of the last day
of the month in which Walker's death  occurs. Any remaining amounts owing
to Walker 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 Walker 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 Walker's estate.

(c) INJUNCTIVE RELIEF. The parties agree that the extent of damage to the
Company  in  the  event of the breach by  Walker  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  Walker  and  his  heirs and
legal  representative.  This  Agreement  is  a  personal contract and the
rights  and  interest  of  Walker  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 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 July
7, 1992 and appended hereto as ATTACHMENT A AND (ii)  all other incentive
and non-qualified stock option agreements previously entered into between
Walker 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/ Stafford C. Walker                      /S/ Anthony B. Cashen
Stafford C. Walker                          By:  Anthony B. Cashen
Vice President and Chief Marketing Officer  Member, Compensation and Stock
                                            Option Committee