==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                 FORM 10-K
(Mark one)
/ /    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
       SECURITIES EXCHANGE ACT OF 1934 

For fiscal year ended December 31, 1996
/X/    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
       SECURITIES EXCHANGE ACT OF 1934 

For the transition period from  ___________ to _____________

Commission file number 0-15223    

                            HEMACARE CORPORATION
           (Exact name of registrant as specified in its charter)

State or other jurisdiction of                       I.R.S. Employer I.D.
incorporation or organization: California            Number: 95-3280412
                               -----------                   -----------
4954 Van Nuys Boulevard
Sherman Oaks, California                               91403
(Address of principal executive offices)             (Zip Code)
	                        
Registrant's telephone number, including area code: (818) 986-3883

                                 -----------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
                                                            (without par value)

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 the 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: / / 

As of March 27, 1997, 7,190,710 shares of Common Stock of the Registrant were
issued and outstanding.  The aggregate market value of the Common Stock held
by non-affiliates of the Registrant on that date (based upon the closing price
of the Common Stock as reported on NASDAQ) was approximately $15,785,348.

Portions of the Registrant's definitive Proxy Statement for its June 5, 1997
Annual Meeting of Shareholders (which has not been filed as of the date of
this filing) are incorporated by reference into Part III.

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<PAGE>  2

                                 PART I

Item 1.  Business.
-------  ---------

General
-------

HemaCare Corporation, founded in 1978, provides blood products
and services for health care institutions. HemaCare believes it
is the only publicly-traded, FDA-licensed company engaged in
providing a broad spectrum of products and services to the $2
billion blood industry.

During 1996, the Company began establishing blood management 
programs with its hospital customers. The Company's Blood 
Management Program allows a hospital to retain the convenience 
and efficiencies of an in-house blood program while outsourcing 
the associated the regulatory and management burdens and related 
financial risks. The BMP concept enhances the Company's ability 
to compete by packaging its products and services in the way 
which best responds to its customers needs. The Blood Management 
Programs established in 1996 began the conversion of the 
Company's business to relationships in which the Company is the 
primary provider of blood products and services to a hospital or 
affiliated hospital group. 

The Company's corporate headquarters are located in Sherman Oaks, 
California, near downtown Los Angeles. Southern California 
operations are conducted from this location, from a blood donor 
center located at the University of Southern California Health 
Sciences Campus and from donor facilities at the Citrus Valley 
Health Partners hospitals. In December 1995, the Company opened a 
regional blood program in St. Louis, Missouri, with a satellite 
location near Belleville, Illinois.

Certain medical terms included in the following discussions are 
further explained in a glossary located at the end of this 
Item 1. HemaCare Corporation and its wholly-owned subsidiaries 
are collectively referred to herein as "HemaCare" or the 
"Company".

Competitive Strategy
---------------------

Hospitals, faced with increasing cost containment pressures, are 
looking for new ways of providing cost-effective health services 
in a community-based setting. Hospital managers have been forced 
to carefully examine every cost, including the cost of blood 
products and services which typically represent approximately 2% 
of a hospital's expenditures. In response, hospitals are 
consolidating under common corporate umbrellas or into affiliated 
purchasing or operational groups. The consolidated entities rely 
on their combined purchasing power to solicit the lowest 
competitive bids for their purchases, and increasingly, choose to 
outsource various hospital functions to decrease costs and 
increase efficiency. 

HemaCare is meeting the challenges of the new healthcare 
environment by continuing its 18 year strategy of providing 
customized solutions to its customers' blood products and 
services needs. The Company's blood management program ("Blood 
Management Program" or "BMP") model is the most recent application 
of this strategy. Management believes that this model provides 
opportunities for expansion of the Company's blood products and 
services businesses. 

HemaCare's Blood Management Program concept enables a hospital to 
meet its blood-related needs while controlling its blood 
utilization and costs. A hospital which outsources its blood 
procurement function to HemaCare, uses products collected at its 
own BMP donation center as well as products collected at other 
HemaCare donation sites and purchased products. The BMP blood 
donor center also provides blood donation and other blood banking 
services to patients and physicians of the BMP hospital. HemaCare 
introduced its BMP model in late 1995 with the Gateway Community 
Blood Program in St. Louis, Missouri and established two Southern 
California Blood Management Programs in 1996. 

                                 2

<PAGE>   3

The essential elements of a BMP are outlined in the following 
diagram. 

<TABLE>
<CAPTION>

<S>                       <S>                                     <S>
|--------------------|    |----------------------------------|    |---------------|
|HOSPITAL/MEDICAL    |    |       THE BLOOD CENTER           |    |    HEMACARE   |
|- Medical Services  |    | - Autologous/Designated Donations|    |- Management   |
|- Facility          |--->| - Whole Blood Collection         |<---|- Staffing     |
|- Community Advisory|    | - Apheresis Platelet Collection  |    |- Regulatory   |
|   Board            |    | - Therapeutic Apheresis          |    |   Compliance  |
|--------------------|    | - Peripheral Stem Cell Collection|    |---------------|
                          | - Blood Drives                   |
                          |----------------------------------|
                                           |
                                           |
                                  |------------------|
                                  | PRIMARY CUSTOMERS|
                                  | - Hospital(s)/   |
                                  |    Medical       |
                                  |    Center(s)     |
                                  |------------------|
                                           |
                                           |
                                  |-------------------|
                                  |SECONDARY CUSTOMERS|
                                  |-Unafilliated      |
                                  |   Hospitals       |
                                  |-------------------|
</TABLE>

The first two Southern California BMPs were established with the
University of Southern California, in February 1996, and Citrus 
Valley Health Partners, in October 1996. The Gateway Community 
Blood Program, located in St. Louis, Missouri, began operations 
in December 1995 as a regional BMP. Each BMP is a working model 
of how HemaCare assists its customers in tailoring solutions to 
their specific problems while maintaining control over the supply 
and cost of the blood products and services which they require. 

The University of Southern California ("USC") BMP agreement 
established HemaCare as the primary provider of blood services to 
the patients and physicians of USC/Norris Comprehensive Cancer 
Center and Hospital and USC University Hospital (the "USC
Hospitals"). An integral part of the program is a blood donation
center located on the USC Health Sciences Campus. The center is 
staffed, operated and managed by the Company which is also 
responsible for regulatory compliance. Pathologists on the USC 
medical faculty provide medical services for the USC Blood 
Center.

Under the terms of the Citrus Valley Health Partners ("Citrus 
Valley") BMP, the Company is the exclusive provider of blood 
services to a three-hospital network in the Los Angeles 
metropolitan area. These hospitals, Queen of the Valley, Foothill 
Presbyterian Hospital and Inter-Community Medical Center (the 
"Citrus Valley Hospitals"), serve a community of 720,000. The 
Citrus Valley blood donation center will be located in a 
community-based facility convenient to all three hospitals. 
Although the structure of the Citrus Valley BMP is similar to the 
USC program, each BMP is tailored to provide innovative solutions 
to a specific hospital customer's blood service needs. For 
example, the Citrus Valley BMP includes a fee structure which 
provides financial incentives to HemaCare and the Citrus Valley 
Hospitals for the appropriate utilization of blood resources.

In the St. Louis, Missouri metropolitan area, Gateway offers 
cost-effective, convenient blood products and services to its 
primary customers, St. Louis University Medical Center, the Barnes-
Jewish-Christian hospital system and the Unity Medical Groups.
Gateway also operates a satellite collection center near Belleville, 
Illinois, to provide autologous and directed donation services to 
the Unity East Medical Group hospitals located in Illinois. In 
addition to collecting whole blood and platelets at its fixed
sites, Gateway conducts mobile blood drives with local 
businesses, schools, churches and civic organizations.  Gateway, 
which was originally planned as a regional BMP, has entered 

                                3
<PAGE>  4

discussions with current customers with the objective of
establishing one or more hospital-based Blood Management 
Programs.

The Company believes that its strategy of offering Blood 
Management Programs tailored to meet individual customer needs 
will favorably differentiate it from other suppliers of blood 
products and services. However, there can be no assurance that 
others will not successfully introduce similar programs that will 
compete with those of the Company.

Blood Products
--------------

General

The Company provides a full range of component blood products to
BMP and other hospital customers in southern California and the 
St. Louis metropolitan area. These products include whole-blood 
components ("components") such as packed red cells and fresh 
frozen plasma and single donor apheresis platelet products 
("apheresis platelets" or "platelets"). Currently, only packed 
red cells can be provided to hospitals in Illinois.  In February 
1997, the Company has filed an application with the U.S. Food and 
Drug Administration ("FDA") to separately license Gateway to 
provide a full range of products to its hospital customers in 
Illinois and other mid-western states. Completing the licensing 
process typically takes six to twelve months.

Currently, the Company produces most of the platelet products it 
sells from donations made at its Sherman Oaks location. However, 
during 1996, platelet collections began at Gateway and the USC 
donor center facilities.

In December 1995, the Company began whole-blood collections and 
component manufacturing at its St. Louis, Missouri facility, and 
in February 1996, component manufacturing commenced at the 
Sherman Oaks, California location for  whole-blood collected at 
the USC Blood Center and on mobile blood drives. Component sales 
in 1996 sales consisted of both purchased (imported from other 
licensed blood centers) and products manufactured by the Company. 
Prior to 1996, sales of components consisted entirely of products 
purchased from third-party providers.

Single Donor Apheresis Platelets

The Company collects single donor platelets, using apheresis
technology, at its Sherman Oaks, California location, the USC 
Blood Donor Center and at Gateway's St. Louis and Bellville 
locations. In 1996, Gateway began collecting platelets in mobile 
blood drives. All centers are operated under the Company's FDA 
license. (See "Government Regulation")  All platelet donors must 
pass the Company's stringent donor screening standards. After 
collection, the platelets are tested, labeled and delivered to 
hospital clients. Temperature control and constant movement 
(using a rotator) maintain the platelets' viability for five 
days. Platelets are sold to hospitals for transfusion into cancer 
patients undergoing chemotherapy, patients undergoing major 
surgery such as open heart surgery or transplant procedures, and 
trauma or other conditions associated with massive blood loss. 
When necessary to meet its customers' needs, the Company also 
purchases platelet products for resale.  Such platelet suppliers 
are FDA licensed and accredited by the American Association of 
Blood Banks.  Approximately 6% of platelets sold by the Company 
in 1996 were purchased from outside suppliers.

Platelet apheresis technology involves the use of a cell 
separator operated by a trained nurse-specialist.  The procedure 
removes blood from a donor through a needle in one arm, pumping 
the blood through the cell separator where the desired platelet 
component is retained and returning the blood, including the red 
cells, to the donor.  The procedure typically requires one to 
three hours and may be done every two weeks, up to 24 times per 
year, since donating platelets does not deplete donors of red 
blood cells.  

In order to attract and retain qualified donors at its Sherman 
Oaks, California location, the Company reimburses these donors 
for their time and commitment.  The cash reimbursement is 
variable, based on the number and frequency of donations, and 
includes a bonus program.  The Company also recruits non-cash
compensated donors (volunteers under California law) for its USC 
and Citrus Valley BMPs and for the Gateway platelet donation 
programs.  Unless existing exemptive legislation is extended, 
California law will require that hospitals in California use 
blood products provided by volunteers only by the end of 2001. 


                                 4
<PAGE>  5

Component Blood Products

HemaCare provides component blood products such as packed red
cells, fresh frozen plasma and cryoprecipitate to its BMP and 
other customers. In 1996, component blood products sold included 
both purchased products and products manufactured by the Company 
under its FDA license. The Company began collecting whole-blood 
donations and manufacturing component products primarily for sale 
to its BMP customers in December 1995. Component products 
manufactured by Gateway are sold to hospitals in the St. Louis 
metropolitan area and adjacent communities. Component products 
manufactured at the Sherman Oaks facility are sold primarily to 
the USC Hospitals and Citrus Valley Hospitals under the terms of 
the BMP agreements with these hospitals. From 1991 through 1995, 
all component products sold were purchased under contractual 
relationships with blood centers located throughout the U.S. All 
suppliers are FDA licensed and accredited by the American 
Association of Blood Banks.

Blood Services
--------------

General

Since its inception, the Company has performed more than 31,000
therapeutic apheresis procedures in the treatment of more than 27 
diseases.  Therapeutic apheresis ("therapeutics" or "therapeutic 
services") is a technique for removing harmful components from a 
patient's blood used in the treatment of patients with autoimmune 
diseases and other disorders.  Therapeutic services are provided 
to BMP and other hospitals in southern California. The Company 
may, in the future, provide therapeutic services in Missouri and 
Illinois through Gateway.

Therapeutic services are provided upon the request of a hospital 
which has received an order from a patient's physician or 
directly upon the request by a physician for his or her patient. 
The Company customarily bills the hospital directly for its 
therapeutic services.  Therapeutic treatments are administered 
through the use of mobile units operated at the patient's bedside 
or in a hospital outpatient setting.  The mobile therapeutics 
equipment is self-contained and includes a state-of-the-art blood 
cell separator and the disposables and supplies needed to perform 
the procedure.  Treatments are administered by trained, nurse-
specialists, acting in accordance with documented operating 
procedures and quality assurance protocols, under the supervision 
of a specially trained physician.

Joshua Levy, M.D., a shareholder and medical director of the 
Company, through his private practice, treats patients who 
require therapeutic services. Sales by the Company to 
unaffiliated hospital customers for therapeutic services for Dr. 
Levy's patients amounted to approximately 6% ($675,000) of the 
Company's total revenues for 1996.  There are no agreements 
between Dr. Levy, or the Company, and the Company's hospital 
customers that require the hospitals to select HemaCare to 
provide therapeutic services to these patients. Amendments to the 
Federal self-referral laws and related regulations which became 
effective in 1995 could restrict the Company's ability to provide 
therapeutic services to Dr. Levy's patients who are covered by 
Medicare or MediCal (approximately 50% of Dr. Levy's therapeutics 
patients).  However, the legal requirements are complex, and the 
Company has requested a clarification of their application to its 
business from regulatory authorities.  Dr. Levy has informed the 
Company that, in the event of an adverse response, it would be 
his intention to change his relationship with the Company to 
allow the Company to retain revenue from its services for these 
patients.  (See "Government Regulation")

The Company provides therapeutic services using all currently 
recognized treatment methods: 1) conventional plasma exchange and 
cell depletion, 2) in-line immunoadsorbant columns, and 3) stem 
cell rescue and cryopreservation.

Conventional Plasma Exchange and Cell Depletion

The primary blood services provided by the Company, accounting
for 87% of therapeutics procedures in 1996, are conventional 
plasma exchange and cell depletion therapy.  These procedures 
involve removing harmful substances from a patient's blood, using 
automated equipment.  As the patient's blood flows through the 
cell separator, abnormal or excess proteins or components 
associated with the disease being treated are selectively 
removed.  The remaining blood components are returned to the 
patient.

                                5
<PAGE>  6

Most individual treatments involve the removal of two to four 
liters of abnormal plasma or certain cellular components.  
Replacement fluids are used to maintain the patient's blood 
volume.  Patients suffering from diseases such as multiple 
myeloma, HIV-polyneuropathy, leukemia, systemic lupus 
erythematosus, lupus nephritis, scleroderma, hyperviscosity 
syndrome, thrombocytosis, myasthenia gravis and Guillain-Barre 
syndrome may benefit from therapeutic treatments.  A patient may 
require from four to twenty treatments over a period of time 
ranging from a few days to three months.  Each treatment may last 
from two to four hours.

Immunoadsorption

Since 1988, the Company has also provided a second generation 
therapeutic treatment which uses an in-line immunoadsorption 
column to selectively remove immune complexes.  Currently, only 
one manufacturer sells an FDA approved column for commercial use. 
However, if additional columns were to be approved by the FDA,  
broadened clinical applications for column treatments could 
develop.

Autologous Stem Cell Rescue and Cryopreservation 

Since 1990, the Company has been providing a technology known as
peripheral stem cell collection in California.  In this 
application, stem cells (those cells which mature into all the 
different cellular components of blood) are collected from a 
cancer patient using apheresis technology.  The patient then 
receives a series of intensive chemotherapy treatments followed 
by reinfusion of the patient's own stem cells.  In 1994, the 
Company combined cryopreservation with its stem cell collection 
to provide a full-service program.  This program consists of 
mobile, peripheral stem cell collection for certain cancer 
patients, followed by processing, freezing and short-term storage 
(cryopreservation) of the stem cells prior to reinfusion into the 
treated patient.  The addition of cryopreservation service 
enables the Company to provide a full service stem cell program 
to community hospitals which may choose not to establish their 
own in-house capabilities in the early development of this 
technology.

The Company's cryopreservation service is not in full commercial 
operations because of the resistance of third party payors to 
reimburse community hospital customers for this procedure. The 
procedure is generally reimbursed only to larger hospitals with 
established programs. In 1996, the Company provided only one 
full-service stem cell procedure to a community hospital. The 
Company believes that increasing pressure from physicians and 
patients will, in the future, result in acceptance of the 
procedure for reimbursement by third party payors to community 
hospitals and that the Company will benefit by being prepared to 
perform the service with its experienced and qualified personnel.

Discontinued Operations

From 1990 through 1995,  HemaBiologics, Inc. ("HBI")conducted 
research and development activities relating to Immupath, an 
anti-HIV hyperimmune plasma product. In late 1994, the Company 
determined that ongoing Immupath research and development 
activities could no longer be funded internally, and in November 
1995, the Company's Board of Directors decided to terminate the 
research and development activities. As a result of this 
decision, the Company established a $1 million reserve for losses 
during the disposal period, including $600,000 for a contingent 
liability related to a dispute with Medicorp, Inc. ("Medicorp"), 
a licensor. 

In July 1996, the Medicorp dispute was settled without any 
payment by the Company. As a result, the Company recognized a 
$600,000 gain on disposal of discontinued operations in the third 
quarter of 1996. 

In June 1996, the Company agreed to sell most of its research and 
development assets, including its FDA plasma licenses and plasma 
collection center. In payment, the Company received cash and a 
promissory note, collateralized by certain of the assets sold. 
The note, which matured in November 1996, was repaid in March 
1997, resulting in a gain of $130,000 on disposal of discontinued 
operations in the first quarter of 1997. The Company does not 
expect the discontinued operations to have a material impact on 
its future operating performance.

During the wind down of the research and development operations, 
the Company manufactured a supply of Immupath sufficient to 
supply the patients still receiving treatment for approximately 
24 months. There are currently approximately eight patients 
receiving Immupath treatments.

                               6
<PAGE>  7

Competition
-----------

General

The Company competes on the basis of its responsiveness to
customer needs, the price and quality of services and products 
and the efficiency with which they are rendered or produced.  
However, many blood providers, including the American Red Cross 
("ARC"), have greater financial, technical and personnel 
resources than the Company, and additional companies may enter 
the field, increasing competition.  In addition, some medical 
teaching and other hospitals have in-house blood banking and 
therapeutic service capabilities which do not compete directly 
with the Company, but do reduce the market for third-party 
services.

In many instances, the Company competes against the ARC in 
providing its products and services to healthcare institutions. 
To date, the ARC has aggressively responded to competition from 
the Company, and management believes that such competition will 
continue. In St. Louis, prior to the opening of Gateway, the ARC 
provided virtually all blood products to hospitals in the greater 
St. Louis area. Immediately following the opening of Gateway, the 
ARC decreased its price for red blood cells in excess of 10%. 
This price decrease materially impacted Gateway's ability to 
market its products and services profitably.

In Southern California, the Los Angeles Region Blood Service of 
the American Red Cross (the "Los Angeles ARC") employs pricing 
practices which the Company has alleged violate antitrust laws. 
These pricing practices may compel Southern California ARC 
customers to purchase certain blood products from the ARC at 
higher prices than those offered by the Company, unfairly 
limiting the Company's ability to market its products in this 
region. In December 1995, the Company filed an antitrust and 
unfair competition complaint against the ARC with the United 
States District Court in the Central District of California to 
recover damages and secure injunctive relief. In response to the 
complaint, the ARC filed a motion to dismiss which was partially 
rejected by the Court. The Company amended its complaint, and in 
November 1996, an ARC motion to dismiss the amended complaint was 
denied. A June 1997 trial date has been set. The Company cannot 
predict the outcome of this lawsuit at this time. 

The Company has developed a Blood Management Program model which 
can provide its hospital customers with the convenience and 
efficiencies of an in-house blood program without the associated 
regulatory and management burdens and related financial risks. 
The USC and Citrus Valley Blood Programs are prototypes of this 
approach. The Company's Blood Management Programs are being 
marketed to:

-  Existing customers in Southern California and the St. Louis 
   metropolitan area who are buying various blood products and 
   services from the Company in a traditional buyer-vendor 
   relationship. 
 
-  Potential customers who either have their own blood programs 
   which they prefer to outsource or have traditional blood 
   vendors who are not meeting all of their needs.

Although the initial response to the Company's Blood Management 
Program has been positive, there can be no assurance that this 
competitive strategy will be successful or profitable. 

Management is evaluating a number of opportunities to implement 
its BMP in a variety of other healthcare settings, as well as 
considering other growth strategies. However, further growth may 
require that the Company obtain additional financing to fund 
start-up losses and equipment costs and the ability to compete 
effectively against other blood product and service providers, 
including the ARC. Accordingly, there can be no assurance that 
the Company will be successful in marketing its BMPs or that, if 
successful, it will be able to obtain the funds necessary to 
finance such programs.

Blood Products

The primary competition for the Company's single donor platelets
and whole-blood component business is the American Red Cross. 
Community and hospital-based blood banks also compete with 
HemaCare to a lesser extent. Key competitive factors in the 

                              7
<PAGE>  8


industry include reputation for responsive service, quality of
product and price.

Blood Services

Competitors of the Company's therapeutic blood services business
include the American Red Cross, a number of small  blood banks 
and local kidney specialists (nephrologists) who supplement 
hemodialysis services with therapeutic apheresis services.  In 
addition, some of the diseases which are treated by therapeutic 
apheresis can also be treated by other medical therapies.  Since 
therapeutic apheresis treatment requests are often sporadic and 
unpredictable, most community hospitals cannot afford to equip, 
staff and maintain an apheresis unit.  The Company's mobile 
service enables such hospitals to offer state-of-the-art 
therapeutic apheresis services to their patients on an "as 
needed" basis without incurring the fixed costs associated with 
providing these services from in-house resources.

Marketing
---------

HemaCare markets its products and services as components of 
custom-tailored programs developed to meet the needs of specific 
customers. The Blood Management Program concept is the most 
recent evolution of this marketing strategy with the USC Blood 
Program as the prototype. The Company uses a depot system for 
distributing its products to BMP and other large volume customers 
which enhances convenience and product availability. The depot 
system provides the customer with an on-site inventory of blood 
products stocked by the Company under a standing order. Other 
marketing tools include a combination of medical education, 
technical and trade show presentations, advertising and 
promotional programs, in-person sales and other marketing 
programs directed to selected physicians, hospitals and donor 
groups. 

Human Resources
----------------

At March 1, 1997, the Company had approximately 66 full-time and
37 part-time employees.  Most of the Company's professional and 
management personnel possess prior experience in hospitals, 
medical service companies or blood banks.

None of the Company's employees are represented by a labor union. 
The Company considers its relations with its employees to be 
good.

Supplies
--------

The Company maintains relationships with numerous suppliers who
provide cell separator equipment, disposables, supplies, 
replacement fluids and purchased blood products.  To date, the 
Company has experienced little difficulty in obtaining most of 
its equipment and supplies from its sources.  However, if there 
were material changes in the sources of its supplies, the 
Company's operations could be adversely affected. 

In the last quarter of 1996, the Company began experiencing 
increased difficulty in purchasing red blood cell products from 
suppliers, and the cost of red blood cells obtained increased. 
This trend has continued in 1997. Industry data indicates that 
HemaCare's experience reflects a nationwide shortage of red blood 
cell products. Whole blood donations collected at the Company's 
BMP donor centers are expected to decrease the Company's reliance 
on purchased red blood cells in 1997 and subsequent years. 
However, if the Company is unable to manufacture or to purchase 
red blood cells at a price which exceeds its contract prices to 
customers, the Company's operations will be adversely affected. 

The Company relies on blood donors to provide the platelets and 
whole blood required to produce the blood products manufactured 
and sold by the Company.  The Company, unlike the American Red 
Cross and most community blood banks, compensates its Sherman 
Oaks platelet donors thereby enhancing its ability to retain a 
pool of repeatedly tested platelet donors.  Platelet and whole 
blood donors at the USC Blood Center and Gateway St. Louis and 
Belleville centers are volunteers. The Company competes directly 
with the American Red Cross and other blood banks in recruiting 
its volunteer donors. The growth of the Company's manufactured 
blood products business is dependent on the Company's ability to

                                 8
<PAGE>  9

attract, screen and retain qualified compensated and volunteer
donors.

Government Regulation
---------------------

All providers of blood products and services are regulated by the 
FDA and state licensing authorities, as well being subject to 
industry accreditation by the American Association of Blood Banks 
("AABB"). In response to the potential dangers of blood borne 
infections such as hepatitis and HIV, the FDA now requires that 
blood products be manufactured in accordance with Current Good 
Manufacturing Practices ("cGMPs") which have long been applied to 
the manufacturing of pharmaceuticals. HemaCare has maintained a 
near perfect regulatory record for 17 years. This record, along 
with its licenses and accreditations,  are critical to the 
Company's ability to attract and retain customers who want to 
decrease their regulatory compliance burden by outsourcing all or 
a portion of their blood-related activities.

The Company's blood products business is operated under an FDA 
Establishment License, a State of California Biologics License 
and is accredited by the American Association of Blood Banks 
("AABB"). Gateway and the USC Blood Donor Center operate under 
HemaCare's FDA Establishment License. The states of Missouri and 
Illinois do not separately regulate blood banking operations. 

The Company primarily relies on its licensed and accredited 
laboratory to perform the various tests required by the FDA and 
State of California to ensure the purity, potency and quality of 
the blood products that are sold.  The laboratory is staffed by 
state licensed medical technologists and laboratory technicians.

Since 1976, California law has prohibited the infusion of blood 
products into patients if the donors of those products were paid 
unless, in the opinion of the recipient's physician, blood from a 
non-paid donor was not immediately available. Apheresis platelet 
products obtained from paid donors, including the Company's 
Sherman Oaks paid donors, are exempted from this requirement by a 
state statute passed in late 1994, but the statute contains a 
"sunset" provision under which the exemption expires on December 
31, 2001.

State and federal laws set forth antikickback and self-referral 
prohibitions and otherwise regulate financial relationships 
between blood banks and hospitals, physicians and other persons 
who refer business to them.  While the Company believes its 
present operations comply with applicable regulations, there can
be no assurance that future legislation or rule making, or the
interpretation of existing laws and regulations will not prohibit 
or adversely impact the delivery by HemaCare of its services and 
products. Amendments to the Federal self-referral laws and 
related regulations which became effective in 1995 could restrict 
the Company's ability to provide therapeutic services to Dr. 
Levy's patients who are covered by Medicare or MediCal. It is 
estimated that revenues from these patients represents 
approximately 3% of the Company's 1996 revenues ($338,000).  
However, the legal requirements are complex, the Company has 
requested a clarification of their application to its business 
from the Health Care Financing Administration ("HCFA"). Upon a 
recent inquiry about the status of this request, the Company's 
legal counsel was informed that HCFA is now discussing new 
proposed rules and can not respond to the Company's request for 
clarification because of the uncertainty of the situation.

Dr. Levy has informed the Company that, in the event of an 
adverse response by regulators, it would be his intention to 
change his relationship with the Company to allow the Company to 
retain revenue from services for these patients.

Health care reform is still under consideration by lawmakers, and 
it is not certain as to what changes may be made in the future 
regarding health care policies.  However, policies regarding 
price controls, universal health insurance and  managed 
competition may materially impact the Company's operations.

Malpractice and Product Liability Insurance
-------------------------------------------

The nature of the Company's business is such that it may be 
subject to substantial liabilities for personal injury.  There 
can be no assurance that potential insurance claims will not 
exceed present coverage or that additional insurance coverage 
would be available at affordable premium costs.  If such 
insurance were ineffective or inadequate for any reason, the 
Company could be exposed to significant liabilities.  HemaCare 

                                9
<PAGE>  10

has medical malpractice insurance in the amount of $2,000,000 for
a single occurrence and $5,000,000 in the aggregate per year.

The state laws of California, Missouri, Illinois and the laws of 
virtually all other states classify the provision and use of 
whole blood, plasma and blood products for the purpose of 
injections and transfusions into human beings as a service rather 
than the sale of a product.  Therefore, the Company should not be 
subject to product liability claims as a result of injuries 
arising out of the therapeutic infusion of its blood products and 
does not intend to obtain product liability insurance at this 
time.

Glossary
---------

Antibodies - Protective substances, protein in nature,
circulating in body fluids as the result of exposure to a 
specific antigen.  Chemically active against that antigen only.

Antigen - Any substance which is foreign to the recipient and 
triggers the body's immune mechanism resulting in the production 
of specific antibodies.

Autoimmune Diseases - Those diseases in which the patient's 
immune system has become overly active to the point where it 
produces antibodies which are directed against its own tissues or 
cells.

Autologous - A blood product obtained from a patient and 
subsequently reinfused into that patient. 

Components - The products manufactured from whole blood 
donations, including red blood cells, fresh frozen plasma and 
cryoprecipitate.

Cryopreservation - The process of freezing tissues or cells, 
usually in protective fluids, and storage at extremely low 
temperatures in a frozen state (e.g., -70 degrees C or colder).

Human Immunodeficiency Virus (HIV) - The infectious agent of the
disease commonly referred to as Acquired Immune Deficiency 
Syndrome (AIDS).

Immunoadsorbant Column - A device through which plasma is passed 
in order to separate or remove certain harmful components such as 
immune complexes.

Plasma - The liquid portion of whole blood; composed of a mixture 
of soluble proteins including antibodies, minerals and nutrients.

Platelets - One of the cellular components of blood involved in 
the blood clotting process.

Platelet Apheresis - The process of removing blood from a donor, 
separating it into its various components and retaining the 
concentrated platelets which will then be transfused into a 
patient deficient in platelets.  The remaining blood components 
are returned to the donor.
  
Stem Cells - Cells which originate in the bone marrow and mature 
into the different cellular components of blood (i.e., progenitor 
cells).  Frequently transfused into certain cancer patients in 
order to facilitate regeneration of blood components after bone 
marrow has been purposely destroyed by chemotherapy or radiation.

Therapeutic Apheresis - The application of apheresis technology 
to the clinical treatment of autoimmune diseases and blood cell 
disorders by removing selected, abnormal components or cells and 
returning all other components.

Item 2.  Properties.
-------  -----------

The Company occupies a 12,000-square foot facility in Sherman 
Oaks, California, where it maintains its corporate office and 
operates a platelet apheresis center, a blood bank/laboratory and 
manufacturing facility for whole blood  components.  The lease 

                             10
<PAGE>  11

terminates in July 1997.  The Company is currently seeking to
either renew the lease on its existing facility on terms 
favorable to the Company or negotiate a lease for another 
facility. The USC Blood Center is a blood donation and 
therapeutic treatment center in a 1,600 square foot facility in 
Los Angeles, California, under a lease which terminates in 
February 1999.

Gateway occupies a 12,260 square foot facility in St. Louis, 
Missouri, where it maintains its offices and operates a blood 
donation and blood services center and manufactures whole blood 
components. The lease terminates in February 2001. Approximately 
1,835 square feet of this space is subleased to a third party for 
a term concurrent with the term of Gateway's lease. Gateway also 
leases an additional 1,071 square feet of space near Belleville, 
Illinois for the operation of a blood donation facility.  This 
lease expires in January 1998.

The Company also leases approximately 17,000 square feet of space 
in Valencia, California. This space, which was leased for the 
research and development operations which were discontinued in 
November 1995, is subleased through July 1998 when the Company's 
lease expires.

Item 3.  Legal Proceedings.
-------  ------------------

On March 11, 1994, the Company was served with a lawsuit filed by 
a former employee against the Company and its wholly owned 
subsidiary, HBI, in the Superior Court of the State of 
California, related to the termination of this employee and 
seeking relief in the amount of $550,000. The case is still in 
the discovery stage in the proceedings and neither management nor 
counsel are in a position to evaluate the probable merits of the 
claim asserted by this former employee.  Accordingly, the 
resolution of this lawsuit could have a material impact on the 
Company's financial condition and results of operations.

In December 1995, the HemaCare filed an antitrust and unfair 
competition complaint to recover damages and secure injunctive 
relief against the American Red Cross ("ARC") in connection with 
ARC pricing practices in Southern California. The Company 
believes that these pricing practices may compel Southern 
California ARC customers to purchase certain blood products from 
the ARC at prices higher than those offered by the Company.

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.
-------  --------------------------------------------------

Market for Common Stock

The Company's Common Stock is traded in the NASDAQ Small-Cap
Issues market under the symbol HEMA.  The following table sets 
forth the range of high and low closing bid prices of the Common 
Stock, as reported by NASDAQ, for the quarters ended March 31, 
June 30, September 30 and December 31, 1996 and 1995.  These 
prices reflect inter-dealer quotations, without retail markups, 
markdowns or commissions, and do not necessarily represent actual 
transactions.

<TABLE>
<CAPTION>

                              1996                  1995
Quarter ended           High       Low         High      Low
-------------           -----      ----        -----    ------
<S>                     <C>        <C>         <C>      <C>

March 31                $ 4.25     $ 2.94      $ 3.00	$ 2.06
June 30                 $ 6.00     $ 3.13      $ 2.63 	$ 2.00
September 30            $ 3.75     $ 1.88      $ 4.63 	$ 2.56
December 31             $ 3.69     $ 2.63      $ 4.25 	$ 3.50

</TABLE>

No cash dividends had been paid as of March 1, 1997.  The Company 
does not anticipate paying cash dividends in the foreseeable 
future.  As of March 1, 1997, there were approximately 342 
holders of record of the Company's Common Stock.

                            11
<PAGE>  12

In August 1996, the Company directly sold 1.2 million shares of 
its common stock at $1 per share in a private placement to 
accredited investors pursuant to Sections 4(2) and/or 4(6) of the 
Securities Act of 1933 and pursuant to Rule 505 of Regulation D. 
Gross proceeds of the offering were $1.2 million dollars.

In November 1996, the Company issued warrants to purchase 20,000 
share of its common stock at $3.13 per share in return for 
consulting services. The warrants are exercisable in equal 
installments on the anniversary date of their issue over a three-
year period.

Item 6.  Selected Financial Data. 
-------  ------------------------

<TABLE>
<CAPTION>

                              Year Ended December 31,

                              1996          1995          1994          1993         1992
                           ------------  -----------   -----------   ------------  ------------
<S>                        <C>           <C>           <C>           <C>           <C>

Revenues                   $10,921,000   $10,783,000   $10,847,000   $11,556,000   $11,960,000 
Gross Profit                 1,234,000     2,558,000     2,963,000     3,307,000     3,819,000 
Income from continuing 
 operations                 (1,090,000)      480,000       676,000       763,000       886,000 
Discontinued Operations:
 Loss from discontinued 
  operations                         -      (902,706)   (2,964,000)   (3,309,000)   (1,885,000)
Gain (loss) on disposal
 of discontinued operations    600,000    (3,114,000)            -             -             -
Net loss                      (490,000)   (3,536,000)   (2,288,000)   (2,546,000)     (999,000)

Per Share Amounts:
------------------

Income from continuing 
 operations                      (0.17)         0.08          0.13          0.16          0.21 
Discontinued Operations:
Loss from discontinued 
 operations                          -         (0.15)        (0.57)        (0.68)        (0.44)
Gain (loss) on disposal of 
 discontinued operations           0.09        (0.53)            -             -
Net loss                          (0.08)       (0.60)        (0.44)        (0.52)        (0.23)

Total assets                   4,776,000   4,456,000     6,289,000     6,717,000     7,162,000 
Long-term debt and 
 capital lease 
 obligations, net 
 of current portion              503,000     649,000       287,000       432,000       464,000
 Shareholders' equity          2,023,000   1,226,000     3,900,000     4,585,000     4,666,000 


</TABLE>
                                       12
<PAGE>  13

Item 7.  Management's Discussion and Analysis of Financial 
-------  -------------------------------------------------

Condition and Results of Operations.

All comparisons within the following discussions are to the
previous year.

Revenues 
--------

Total revenues were generally consistent between 1996 and 1994,
with a 1% increase in 1996 and less than a 1% decrease in 1995. 
Blood products revenues decreased 1% in 1996 and increased 2% in 
1995. Blood services revenue increased by 5% in 1996, reversing a 
5% decrease in 1995. In all years, the Company's blood products 
business was negatively impacted by American Red Cross ("ARC") 
pricing practices which the Company believes limit its ability to 
obtain and retain blood products customers. During the same 
period, blood services revenues were adversely affected by 
pressures imposed by third-party payors to reduce health care 
utilization, including certain specialized blood-related 
treatments for which the Company provides services.  

In late 1995 and in 1996, the Company initiated three blood 
management programs. The Gateway Community Blood Program 
("Gateway") opened in St. Louis, Missouri, in December 1995. The 
University of  Southern California ("USC") Blood Management 
Program commenced in February 1996 and the Citrus Valley Health 
Partners ("Citrus Valley") Blood Management Program commenced in 
October 1996. These programs are collectively referred to as the 
"Blood Management Programs" in the following discussions.

Blood Products

Revenues in all years were adversely affected by pricing
practices employed by the ARC which the Company has alleged 
violate antitrust laws. These pricing practices may compel Los 
Angeles area ARC customers to purchase certain blood products 
from the ARC at higher prices than those offered by the Company. 
In December 1995, the Company filed an antitrust and unfair 
competition complaint against ARC with the United States District 
Court in the Central District of California to recover damages 
and secure injunctive relief.

Blood products (apheresis platelet and component) revenues 
decreased 1% ($56,000) in 1996 and increased 2% ($145,000) in 
1995. The 1996 revenue decrease was due to a 9% ($407,000) 
decrease in platelet revenues and an offsetting 14% ($351,000) 
increase in component product revenues. The 1996 decrease in 
platelet revenues resulted from a 4% decrease in the number of 
units sold and a 5% decrease in the price per unit. The decrease 
in units sold relates primarily to customers lost due to ARC 
pricing practices. To discourage further erosion of its platelet 
customer base, the Company reduced its platelet prices 
approximately 5% in August 1996. Component revenues increased in 
1996 due a 5% increase in the number of products sold, partially 
offset by a 8.5% decrease in the average unit price. The increase 
in component sales volumes and the decrease in average unit sales 
price resulted from products produced and sold by Gateway in 
Missouri and Illinois. Southern California component revenues 
decreased in 1996, due to a shortage of RBC products available 
for purchase by the Company and customers lost as a result of ARC 
pricing practices.

In 1995, platelet revenues increased 3% ($142,000) as a result of 
a 1% increase in units sold and a 3% increase in the average per 
unit price.  Revenues from sales of component products were flat 
between 1995 and 1994. During this period, a 7% decrease in the 
volume of units sold was offset by a corresponding increase in 
the average per unit sales price. In 1995, increased sales to 
existing customers and the addition of new apheresis and 
component customers offset the effects of ARC pricing practices 
on blood products revenue.

Management believes that the potential for future growth of its 
platelet product sales is severely restricted in the southern 
California market so long as the current ARC pricing practices 
continue. Although demand for component products is expected to 
increase, sales of component products may also be limited by the 
Company's ability to produce or purchase products at an economic 
price.

                             13
<PAGE>  14

Blood Services

Blood services revenue increased 5% ($194,000) in 1996 and
deceased 5% ($209,000) in 1995. The 1996 revenue was primarily 
due to growth in laboratory testing services, partially offset by 
a decrease in Atlanta therapeutics revenue. The 1995 decease was 
due primarily to a decrease in the number of therapeutic 
procedures performed.

Los Angeles therapeutics revenues were stable in 1996, after a 4% 
($155,000) decline in 1995. In 1996, a 3% increase in the number 
of  Los Angeles therapeutic procedures was largely offset by a 
corresponding decrease in the average price per procedure. The 
1995 decrease in Los Angeles therapeutic services revenue was due 
to a 6% decrease in the number of procedures performed, partially 
offset by a 1% price increase. The choice of therapeutic 
apheresis rather than an alternative treatment for a particular 
diagnosis often depends on general acceptance by the medical 
community and the willingness of third-party payors to reimburse 
hospitals for the cost of this treatment.  In addition, other 
changes in medical practices can affect the usage of therapeutic 
apheresis technology. An increase in the use of high dosage 
radiation, chemotherapy and stem cell therapy to treat certain 
cancers has resulted in an increase in the number of stem cell 
collection procedures performed by the Company.  However, because 
of the large market share of the therapeutics business in 
southern California enjoyed by HemaCare, management expects that 
unless there are additional medical applications approved for 
therapeutics or other significant changes in market factors, 
future therapeutics revenues will remain flat or decline in 
Southern California.

On an annual basis, therapeutics revenues from the northern 
Georgia operation, which was closed in July 1996, decreased 40% 
($108,000) in 1996 and 17% ($54,000) in 1995.  The 1996 decrease 
was due to few procedures performed while the operation was 
active and the July closure. In 1995, revenue decreased as the 
result of a 34% decline in the number of procedures performed.

In 1996, the Company expanded its outside testing services, more 
than tripling the number of units tested for customers. Most of 
this increase was from testing samples for the City of Hope 
National Medical Center's blood donor program.

Operating Profit 
----------------

Operating profit as a percentage of revenue ("operating profit
margin") decreased to 11% in 1996 from 24% in 1995 and 27% in 
1994.  The decrease in the 1996 and 1995 operating profit margins 
is due primarily to the operating losses associated with Blood 
Management Programs startups. The operating profit margin from 
stabilized operations was 26% in 1996 and 1995.

Blood Products

The operating profit margin on both total platelet sales and
total component product sales decreased in 1996 and 1995. 

The 1996 decrease in total platelet sales operating profit margin 
was due to the costs associated with developing donations at the 
Blood Management Program donor centers. The 1996 operating profit 
margin on stabilized platelet sales increased slightly over the 
1995 margin due to lower operating costs. The 1995 decrease in 
platelet profit margin was due to higher disposables costs and an 
increase in the number of distributed platelets sold.  The 
Company's profit margin on purchased and distributed platelets is 
less than the profit margin on the Company's in-house, 
manufactured platelets.  

The 1996 decrease in total component sales operating profit 
margin was primarily due to the product pricing and costs 
associated with establishing the Gateway program. In addition, 
the operating profit margin on stabilized component sales 
decreased in 1996 due to an increase in the average cost of 
purchased components, primarily red blood cells. The decrease in 
the 1995 component sales gross profit margin was due to an 
increase in the average cost per unit sold, partially offset by 
an increase in the average per unit selling price.  

                             14
<PAGE>  15

Blood Services

The gross profit margin for the Los Angeles therapeutic services 
remained stable in 1996 and decreased in 1995 due primarily to a 
lower volume of procedures performed.  

The Atlanta therapeutic services operation, which never achieved 
sustained profitability, was closed in July 1996. 

General and Administrative Expenses
-----------------------------------

General and administrative expenses increased 10% ($214,000) in
1996 and decreased 9% ($210,000) in 1995. In both years, 
corporate spending controls, including staffing reductions, were 
in effect but in 1996, the positive effect of these controls was 
more than offset by increased legal fees, an increase in 
regulatory personnel costs and the addition of a business 
development department.

Discontinued Operations
-----------------------

From 1990 to 1995, the Company engaged in research and
development for Immupath, an experimental treatment for HIV/AIDS. 
The Company incurred losses of $902,000 related to this business 
in 1995. In November 1995, the Company discontinued its research 
and development activities. In connection with this decision, the 
Company wrote off the remaining book value of the research and 
development assets ($2,079,000) and provided a reserve for 
estimated operating losses ($1,035,000) of the discontinued 
operations from the November 30, 1995 measurement date through 
December 1996. The reserve included $600,000 for a contingent 
liability related to a dispute with Medicorp, a licensor. The 
reserve amount was net of the proceeds expected to be realized 
from the sale of research and development assets. 

In July 1996, the Medicorp dispute was settled without any 
payment by the Company. As a result of this settlement, the 
Company recognized a $600,000 gain on disposal of discontinued 
operations in the third quarter of 1996. 

In June 1996, the Company agreed to sell most of its research and 
development assets, including its FDA plasma licenses and plasma 
collection center. In payment, the Company received cash and a 
promissory note, collateralized by certain of the assets sold. 
The note, which matured in November 1996, was repaid in March 
1997, resulting in a gain of $130,000 on disposal of discontinued 
operations in the first quarter of 1997. The Company does not 
expect the discontinued operations to have a material impact on 
its future operating performance.

Liquidity and Capital Resources
--------------------------------

At December 31, 1996, the Company had cash and short-term
investments of $1.5 million. The Company's $700,000 line of 
credit with a commercial bank is in effect until April 30, 1997. 
Under the terms of the credit line agreement, as amended, the 
Company may borrow up to 70% of eligible accounts receivable, up 
to a maximum of $700,000 and must maintain certain ratios, 
including working capital, as defined, of $500,000 and a tangible 
net worth of not less than $1.2 million prior to March 31, 1997 
and not less than $1.8 million thereafter. The Company was in 
compliance with all covenants of its borrowing agreement, as 
amended,  at December 31, 1996. At December 31, 1996, there were 
no borrowings outstanding on the line of credit, and the Company 
has requested its bank to renew the credit agreement.

For general corporate purposes and in order to maintain the 
listing of its common stock on the Nasdaq SmallCap Market, the 
Company increased its capitalization through a $1.2 million 
private placement of 1,200,000 shares of its common stock which 
was completed in August 1996. Net proceeds from the placement 
were $1,136,000.

The Company's blood products and services businesses, other than 
blood donor center operations established for the Blood 
Management Programs, are profitable and cash flow positive. 
Effective August 1, 1996, the Company reduced many of its blood
product prices, as a part of its overall marketing strategy. The 
price reductions are intended to retain existing customers and 
attract new customers. However, this strategy has not yet been 
proven to be effective, and profit margins on the affected 
products have been reduced. 

To offset the effect of the price reductions and increase the 
overall profitability of its operations, the Company implemented 
the following cost reduction and control measures beginning in 
June 1996:

                               15
<PAGE>  16

-  Closing of the Atlanta-based therapeutic services business 
   which did not achieve sustained profitability. 

-  Reorganization of Los Angeles-based operations to increase
   efficiency and reduce costs. Operation of the collection, 
   testing, manufacturing and distribution departments were 
   reevaluated and revised to reduce personnel costs.

-  Reduction of general and administrative expenses. Personnel-
   related and other costs were critically reviewed, resulting in 
   staff reductions. 

At December 31, 1996, the blood donor center ("Center") 
activities of the Company's Blood Management Programs were 
incurring operating losses which are expected to continue until 
these activities reach stabilization. For the USC and Citrus 
Valley programs, these losses temporarily reduce the overall 
profitability of the BMP arrangement to the Company. The Company 
has implemented plans to achieve a profitable level of 
collections and sales for these Centers. Although these plans 
have decreased the USC and Citrus Valley Center losses, there can 
be no assurance that the USC and Citrus Valley Centers will be 
able to achieve and maintain a profitable level of collections.

Gateway sustained a large net loss in 1996. For the first half of 
1996, Gateway competed directly with the ARC on a regional basis. 
In June 1996, Gateway's strategic direction was redefined to 
target a more profitable mix of blood products and services 
marketed to specific hospital customers. A substantial reduction 
in personnel and other costs resulted. The success of Gateway's 
redefined strategy is dependent on a number of factors and 
circumstances, many of which are outside the Company's control, 
and accordingly, there can be no assurance that Gateway will be 
able to achieve and maintain a profitable level of collections 
and sales. If profitable operations are not achieved, Gateway 
will be closed. The costs of such a closure are not expected to 
be material to the Company's overall results of operations. 

The terms of the Citrus Valley Health Partners agreement require 
the Company to equip and operate a blood donor center in the 
vicinity of the three hospitals. The blood donation center is 
expected to be open in the second quarter of 1997.

Management is evaluating a number of opportunities to implement 
the Blood Management Program in a variety of healthcare settings. 
However, further expansion may require that the Company obtain 
additional financing to fund start-up losses and equipment costs 
and the ability to compete effectively against other blood 
product and service providers. Accordingly, there can be no 
assurance that the Company will be successful in marketing its 
Blood Management Programs or that, if successful, it will be able 
to obtain the funds necessary to finance such programs. 

In November 1995, the Company discontinued its research and 
development operations and provided a $1 million reserve for 
losses during the disposal period. In 1996, approximately $31,000 
of the reserve, net of amounts received from asset sales, was 
expended. In March 1997, the sale of the assets of the 
discontinued operations was completed, resulting in a gain of 
$130,000 on disposal in the first quarter of 1997. See 
"Discontinued Operations."

On March 11, 1994, the Company was served with a lawsuit filed by 
a former employee against the Company and its wholly owned 
subsidiary, HBI, in the Superior Court of the State of 
California, related to the termination of this employee and 
seeking relief in the amount of $550,000.  The case is still in
the discovery stage in the proceedings and neither management nor 
counsel are in a position to evaluate the probable merits of the 
claim asserted by this former employee. Accordingly, the 
resolution of this lawsuit could have a material impact on the 
Company's financial condition and results of operations.

The Company anticipates that positive cash flow from its 
stabilized operations and its cash and investments on hand will 
be sufficient to provide funding for its needs during the next 12 
months, including (i) anticipated operating deficits of the Blood 
Management Programs as well as new 1997 programs (ii) equipping 
and operating the Citrus Valley Health Partners blood donor 
center and blood donor centers for new 1997 programs, (iii) if 
necessary, the closure of Gateway, (iv) the remaining costs of 
disposing of its discontinued operations and (v) other working 
capital (including capital and operating lease commitments of 
approximately $1,043,000).
                               16
<PAGE>  17

Factors Affecting Forward-Looking Information
---------------------------------------------

The Private Securities Litigation Reform Act of 1995 provides a 
"safe harbor" from liability for forward-looking statements. 
Certain information included in this Form 10-K and other 
materials filed or to be filed by the Company with the Securities 
and Exchange Commission (as well as information included in oral 
statements or other written statements made or to be made by or 
on behalf of the Company) are forward-looking, such as statements 
relating to operational and financing plans, competition, the 
completion of the disposal of research and developments assets, 
demand for the Company's products and services, and the 
anticipated outcome of contingent claims against the Company. 
Such forward-looking statements involve important risks and 
uncertainties, many of which will be beyond the control of the 
Company. These risks and uncertainties could significantly affect 
anticipated results in the future, both short-term and long-term, 
and accordingly, such results may differ from those expressed in 
forward-looking statements made by or on behalf of the Company. 
These risks and uncertainties include, but are not limited to, 
those relating to the ability of the Company to obtain additional 
financing, to achieve profitability in its Blood Management 
Programs, to improve the profitability of the Company's other 
operations, to expand its operations, to comply with the 
covenants under its bank line of credit, to effectively compete 
against the ARC and other competitors, to complete the sale of 
the Company's research and development assets on contracted terms 
and to resolve favorably through negotiation or litigation claims 
asserted against Company. Each of these risks and uncertainties 
as well as others are discussed in greater detail in the 
preceding paragraphs of this Management's Discussion and Analysis 
of Financial Condition and Results of Operations.


Item 8.  Financial Statements and Supplementary Data.
-------  ---------------------------------------------

The Index to Financial Statements and Schedules appears on page 
F-1, the Independent Auditors' Report appears on F-2, and the 
Consolidated Financial Statements and Notes to Consolidated 
Financial Statements appear on pages F-3-12.  

Item 9.  Changes in and Disagreements with Accountants on 
         Accounting and Financial Disclosures.
-------  -------------------------------------------------

None.

                          PART III

Item 10.  Directors and Executive Officers of the Registrant.
--------  ---------------------------------------------------

The information required by this Item is set forth under the 
caption "Election of Directors" in the Company's definitive Proxy 
Statement to be filed with the Securities and Exchange Commission 
and is incorporated herein by this reference as if set forth in 
full.

Item 11.  Executive Compensation.
--------  ------------------------

The information required by this Item is set forth under the
caption "Executive Compensation" in the Company's definitive 
Proxy Statement to be filed with the Securities and Exchange 
Commission and is incorporated herein by this reference as if set 
forth in full.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
--------  ---------------------------------------------------------------

The information required by this Item is set forth under the 
caption "Principal Shareholders" in the Company's definitive 
Proxy Statement to be filed with the Securities and Exchange 
Commission and is incorporated herein by this reference as if set 
forth in full.

Item 13.  Certain Relationships and Related Transactions.
--------  -----------------------------------------------

The information required by this Item is set forth under the
caption "Certain Transactions" in the Company's definitive Proxy 
Statement to be filed with the Securities and Exchange Commission 
and is incorporated herein by this reference as if set forth in 
full.

                              17
<PAGE>  18

                           PART IV

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

The following are filed as part of this Report:

(a) 1.	Financial Statements

        An index to Financial Statements and Schedules appears on
        page F-1.

(a) 2.	Financial Statement Schedules

        The following financial statement schedule is filed 
        herewith:

        Schedule II - Valuation and Qualifying Accounts

        All other schedules for which provision is made in the 
        applicable accounting regulations of the Securities and 
        Exchange Commission are not required under related 
        instructions or are inapplicable, and therefore have 
        been omitted.

(a) 3.	Exhibits

        The following exhibits listed are filed or incorporated by 
        reference as part of this Report.

         2.1   Amended and Restated Asset Purchase Agreement between 
               the Registrant, HemaBiologics, Inc. (a  wholly owned 
               subsidiary of the Registrant) and Atopix 
               Pharmaceuticals Corporation, dated June 26, 1996 
               incorporated by reference to Exhibit 2.1 to Form 10-Q 
               of the Registrant for the quarter ended June 30, 1996.

         3.1   Restated Articles of Incorporation of the Registrant--
               incorporated by reference to Exhibit 3.1 to Form 10-K 
               of the Registrant for the year ended December 31, 1995.

         3.2   Bylaws of the Registrant--incorporated by reference to 
               Exhibit 3.2 to Form 10-K of the Registrant for the year 
               ended December 31, 1992.

         4.1   Warrant Agreement between the Registrant and Medicorp 
               Inc. dated February 17, 1993--incorporated by reference 
               to Exhibit 4 to the Current Report on Form 8-K of the 
               Registrant dated February 17, 1993.

         4.2   Warrant Agreement between the Registrant and Huss Kealy 
               Sinclair dated May 7, 1993--incorporated by reference 
               to  Registration Statement on Form S-3 of the 
               Registrant (File No. 33-44869).

         4.3   Form of Warrant Agreement between the Registrant and 
               each of the following consultants: British Far East 
               Holdings, Ltd., Joseph T. McDonald and E. Keene Wolcott 
               dated September 30, 1994--incorporated by reference to 
               Exhibit 4.1 to Form 10-Q of the Registrant for the 
               quarter ended September 30, 1994.

         4.4   Offshore Securities Subscription Agreement between the 
               Registrant and Tesoma Overseas, Inc., dated April 8, 
               1994--incorporated by reference to Exhibit 4.1 to Form 
               10-Q of the Registrant for the quarter ended March 31, 
               1994.

         4.5   Warrant Agreement between the Registrant and Torrey 
               Pines Securities, Inc., dated April 8, 1994--
               incorporated by reference to Exhibit 4.2 to Form 10-Q 
               of the Registrant for the quarter ended March 31, 1994.

                                      18
<PAGE>  19

         4.6   Amendment to Warrant Agreement between the Registrant 
               and Torrey Pines Securities dated April 3, 1995--
               incorporated by reference to Exhibit 4.1 to Form 10-Q 
               of the Registrant for the quarter ended March 31, 1995.

         4.7   Warrant Agreement between the Registrant and M.A. Levy 
               and Associates dated March 1, 1995--incorporated by 
               reference to Exhibit 4.7 to Form 10-K of the Registrant 
               for the year ended December 31, 1994.

         4.8   Form of Warrant Agreement between the Registrant and 
               Tesoma Overseas, Inc. dated February 9, 1995--
               incorporated by reference to Exhibit 4.8 to Form 10-K 
               of the Registrant for the year ended December 31, 1994.

         4.9   Warrant Agreement between the Registrant and Joseph T. 
               McDonald dated November 1, 1996.

        10.1*  1986 Employee Stock Option Plan, as amended and 
               restated through October 1994--incorporated by 
               reference to Exhibit 10.4 to Form 10-Q of the 
               Registrant for the quarter ended September 30, 1994.

        10.2*  1996 Stock Incentive Plan, as amended, of the 
               Registrant--incorporated by reference to Exhibit 4.1 
               to Form 10-Q of the Registrant for the quarter ended 
               September 30, 1996.

        10.3   Lease dated July 10, 1986 between the Registrant and 
               Addison Place Partners--incorporated by reference to 
               Registration Statement on Form S-18 of the Registrant 
               (File No. 33-8513-LA).

        10.4   Amendment No. 1 to Lease between the Registrant and 
               Addison Place Partners dated March 30, 1993--
               incorporated by reference to Exhibit 10.3 to Form 10-K 
               of the Registrant for the year ended December 31, 1994.

        10.5*  Employment Agreement between Harold I. Lieberman and 
               the Registrant, dated September 19, 1988-- incorporated 
               by reference to Exhibit 10.4 to Form 10-K of the 
               Registrant for the year ended December 31, 1994.

        10.6*  Amendment to Employment Agreement between the 
               Registrant and Harold I. Lieberman, dated September 19, 
               1989--incorporated by reference to Exhibit 10.5 to Form 
               10-K of the Registrant for the year ended December 31, 
               1994.

        10.7   Revolving Credit Agreement between the Registrant and 
               Bank Leumi Le-Israel, B.M., dated April 30, 1995 and 
               related security agreements--incorporated by reference 
               to Exhibit 10.1 to Form 10-Q of the Registrant for the 
               quarter ended March 31, 1995.
	
        10.8   Amendment to Loan Agreement between the Registrant and 
               Bank Leumi dated November 8, 1996 -- incorporated by 
               reference to Exhibit 10.1 to Form 10-Q of the 
               Registrant for the quarter ended September 30, 1996.

        10.9   Promissory Note to HemaBiologics, Inc., a wholly owned 
               subsidiary of the Registrant, from Joshua Levy dated 
               January 1, 1996 -- incorporated by reference to Exhibit 
               10.10 to Form 10-K of the Registrant for the year ended 
               December 31, 1995.

        10.10  Pledge Agreement between HemaBiologics, Inc., a 
               wholly owned subsidiary of the Registrant, and Joshua 
               Levy dated January 1, 1996 -- incorporated by reference 
               to Exhibit 10.11 to Form 10-K of the Registrant for the 
               year ended December 31, 1995.

                                      19
<PAGE>  20

        10.11  Settlement Agreement between the Registrant and 
               Medicorp, Inc. -- incorporated by reference to Exhibit 
               10.1 to the Current Report on Form 8-K of the 
               Registrant dated July 19, 1996.

        10.12  Registration Rights of Shareholders-incorporated by 
               reference to Exhibit 4.9 to the Current Report on Form 
               8-K of the Registrant dated August 19, 1996.

        11     Computation of earnings (loss) per common equivalent 
               share.

        21     Subsidiaries of the Registrant

        23     Consent of Arthur Andersen LLP

        27     Financial Data Schedule

        *  Denotes a management contract or compensatory plan or 
           arrangement.

(b) 	Reports on Form 8-K.

        None.

                                  20
<PAGE>  21


                               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.


                                   HEMACARE CORPORATION               
               

Dated:  March 28, 1997              \s\ Sharon C.  Kaiser
                                   ---------------------------------- 
                                   Sharon C.  Kaiser, Chief Financial
                                    Officer

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 in the capacities indicated on the 
28th day of March, 1997.

<TABLE>
<CAPTION>

     Signature                                   Title
---------------------------         --------------------------------
<S>                                 <C>

\s\  Glenn W. Bartlett            
-------------------------                               
Glenn W. Bartlett                   Chairman of the Board


\s\  Hal I. Lieberman              
-------------------------                              
Hal I. Lieberman                    President, Chief Executive
                                    Officer and Director
                                    Principal Executive Officer)

\s\ Sharon C.  Kaiser
-------------------------
Sharon C.  Kaiser                   Vice President, Finance, Chief
                                    Financial Officer and Director
                                    (Principal Financial and Accounting
                                    Officer)


-------------------------                                
Jon B. Victor                       Director


\s\  Alan C. Darlington            
-------------------------                          
Alan C. Darlington                  Director

</TABLE>

                                   21
<PAGE>  22


	Index to Consolidated Financial Statements and Schedules
                           Item 14(a)(1) and (2)
       
   
                                                          Sequential
                                                          Page Number
                                                          ------------

Report of Independent Public Accountants. . . . . . . .      F-2

Consolidated balance sheets at December 31, 1996 and
December 31, 1995. . . . . . . . . . . . . . . . . . . .     F-3

For the years ended December 31, 1996, 1995 and 1994:

  Consolidated statements of operations. . . . . . . . .     F-4

  Consolidated statements of shareholders' equity. . . .     F-5

  Consolidated statements of cash flows. . . . . . . . .     F-6

  Notes to consolidated financial statements. . . . . . .    F-7

Report of Independent Public Accountants on Financial
Statement Schedule. . . . . . . . . . . . . . . . . . . .    S-1

Schedule II - Valuation and Qualifying Accounts . . . . .    S-2

All other schedules are not submitted because either they are not 
applicable, not required or because the information required is 
included in the Consolidated Financial Statements, including the notes 
thereto.

                                  F-1
<PAGE>  23

Report of Independent Public Accountants
-----------------------------------------


To the Shareholders and Board of Directors of HemaCare Corporation:

We have audited the accompanying consolidated balance sheets of 
HemaCare Corporation (a California corporation) and subsidiaries as of 
December 31, 1996 and 1995, and the related consolidated statements of 
operations, shareholders' equity and cash flows for each of the three 
years in the period ended December 31, 1996.  These consolidated 
financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these 
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards 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.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation.  We 
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial position 
of HemaCare Corporation and subsidiaries as of December 31, 1996 and 
1995, and the results of their operations and their cash flows for 
each of the three years in the period ended December 31, 1996 in 
conformity with generally accepted accounting principles.



                                      /s/  Arthur Andersen LLP
                                      --------------------------
                                      ARTHUR ANDERSEN LLP



Los Angeles, California
February 25, 1997

                                     F-2
<PAGE>  24

Part I.   Financial Information
Item 1.   Financial Statements
          ---------------------

                           HEMACARE CORPORATION

                        CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
         
                                          December 31,      December 31, 
                                             1996               1995 
                                         -------------     -------------
<S>                                      <C>               <C>
             ASSEETS

Current assets:
  Cash and cash equivalents............  $  1,136,000      $    997,000  
  Marketable securities................       415,000                 - 
  Accounts receivable, net of allowance
   for doubtful accounts - $47,000
   (1996) and $94,000 (1995)...........     1,722,000         1,627,000
  Product inventories..................        74,000           141,000 
  Supplies.............................       306,000           327,000 
  Prepaid expenses.....................       146,000           117,000 
  Note receivable from related party
   - current...........................        15,000            15,000  
                                         -------------     ------------- 
     Total current assets..............     3,814,000         3,224,000  

Plant and equipment, net of
 accumulated depreciation and 
 amortization of $1,875,000 (1996)
 and $1,513,000 (1995).................       823,000         1,051,000  
Note receivable from related party
 - non-current.........................        88,000            94,000  
Other assets...........................        51,000            87,000  
                                         -------------     -------------
                                         $  4,776,000      $  4,456,000 
                                         =============     =============

 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable.....................  $    909,000      $    473,000 
  Accrued blood purchases..............       175,000           251,000 
  Accrued payroll and payroll taxes....       335,000           448,000 
  Other accrued expenses...............       284,000           264,000 
  Current obligations under capital
   leases..............................       241,000           209,000 
  Reserve for discontinued operations
   - current...........................       306,000           336,000 
                                         -------------     -------------
        Total current liabilities......     2,250,000         1,981,000  

Oligations under capital leases,
 net of current portion................       503,000           649,000 
Reserve for discontinued operations -
 non-current...........................             -           600,000 
Commitments and contingencies..........
Shareholders' equity:
  Common stock, without par value -
   20,000,000 shares authorized,
   7,177,515 and 5,911,285 issued and
   outstanding in 1996 and 1995,
   respectively........................    13,466,000        12,179,000  
Accumulated deficit....................   (11,443,000)      (10,953,000)
                                         -------------     -------------
   Total shareholders' equity..........     2,023,000         1,226,000  
                                         -------------     -------------
                                         $  4,776,000      $  4,456,000 
                                         =============     =============
</TABLE>
                The accompanying notes are an integral part of these
                            consolidated balance sheets

                                  F-3
<PAGE>  25
  
                          HEMACARE CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                              Years ended December 31,
                                         1996              1995             1994
                                     -------------    -------------    -------------
<S>                                  <C>              <C>              <C>

Revenues:
  Blood products..................   $  6,848,000     $  6,904,000     $  6,759,000
  Blood services..................      4,073,000        3,879,000        4,088,000 
                                     -------------    -------------    -------------
    Total revenues................     10,921,000       10,783,000       10,847,000 

Operating costs and expenses:
  Blood products..................   $  6,929,000     $  5,582,000     $  4,919,000 
  Blood services..................      2,758,000        2,643,000        2,965,000 
                                     -------------    -------------    -------------
    Total operating costs and 
     expenses.....................      9,687,000        8,225,000        7,884,000 
                                     -------------    -------------    -------------
    Operating profit..............      1,234,000        2,558,000        2,963,000 
 
General and administrative 
 expense..........................      2,288,000        2,074,000        2,284,000 
Interest expense, net.............         36,000            4,000            3,000
                                     -------------    -------------    -------------

Income (loss) from continuing 
 operations before income taxes...     (1,090,000)         480,000          676,000  
Provision for income taxes........              -                -                -
                                     -------------    -------------    -------------
Income (loss) from continuing 
 operations.......................     (1,090,000)         480,000          676,000

Discontinued operations:
  Gain (loss) on disposal of 
   discontinued operations........        600,000       (3,114,000)               -                          
  Loss from discontinued 
   operations.....................              -         (902,000)      (2,964,000)
                                     -------------    -------------    -------------
Net loss..........................   $   (490,000)    $ (3,536,000)    $ (2,288,000)
                                     =============    =============    =============

Per share amounts:
 Income (loss) from continuing 
  operations......................   $      (0.17)    $       0.08     $       0.13 
 
Discontinued operations:
 Gain (loss) on disposal of 
  discontinued operations.........           0.09            (0.53)               -  
 Loss from discontinued 
  operations......................              -            (0.15)           (0.57)
                                     -------------    -------------    -------------
Net loss..........................   $      (0.08)    $      (0.60)    $      (0.44)
                                     =============    =============    =============

Weighted average number of  
 common and common equivalent
 shares outstanding...............      6,349,940        5,844,267        5,240,793
                                     =============    =============    =============  
</TABLE>

                The accompanying notes are an integral part of these
                          consolidated financial statements.

                                          F-4
<PAGE>  26

                              HEMACARE CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                        Common Stock            Accumulated
                                    Shares        Amount          Deficit           Total
                                  -----------   ------------    -------------    ------------
<S>                               <C>           <C>             <C>              <C>

Balances at December 31, 1993...   4,792,443    $ 9,714,000     $ (5,129,000)    $ 4,585,000  

Exercise of stock options
 and warrants...................     315,833        666,000                -         666,000 
Issuance of common stock........     250,000        890,000                -         890,000 
Issuance of common stock for
 employee 401(k) and incentive 
 bonus plans....................       8,105         47,000                -          47,000 
Net loss........................           -              -       (2,288,000)     (2,288,000)
                                  -----------   ------------    -------------    ------------
Balances at December 31, 1994...   5,366,381     11,317,000       (7,417,000)      3,900,000  

Exercise of stock options
 and warrants...................     528,083        796,000                -         796,000 
Compensation expense related 
 to the issuance of common
 stock options at a price below
 market.........................           -         12,000                -          12,000 
Issuance of common stock 
 for employee 401(k) and
 incentive bonus plans..........      16,821         54,000                -          54,000 
Net loss........................           -              -       (3,536,000)     (3,536,000)
                                  -----------   ------------    -------------    ------------
Balances, at December 31, 1995..   5,911,285     12,179,000      (10,953,000)      1,226,000  

Exercise of stock options
 and warrants...................      53,750        107,000                -         107,000 
Issuance of common stock, net...   1,200,000      1,136,000                -       1,136,000  
Issuance of common stock for
 employee 401(k) and incentive 
 bonus plans....................      12,480         44,000                -          44,000 
Net loss........................           -              -         (490,000)       (490,000)
                                  -----------   ------------    -------------    ------------
Balances at December 31, 1996      7,177,515    $13,466,000     $(11,443,000)    $ 2,023,000  
                                  ===========   ============    =============    ============
                                 
</TABLE>

                 The accompanying notes are an integral part of these
                               consolidated financial statements

                                              F-5

<PAGE>  27

                                    HEMACARE CORPORATION
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                 Years ended December 31, 
                                          1996            1995           1994
                                       ------------   ------------   -----------
<S>                                    <C>            <C>            <C>

Cash flows from operating 
 activities:
  Net loss..........................   $  (490,000)   $(3,536,000)   $(2,288,000)
  Adjustments to reconcile net 
   loss to net cash used in
   operating activities:
     Write-off of assets from 
      discontinued operations........            -      2,079,000              -  
     Loss (gain) on disposal of 
      discontinued operations........     (600,000)             -              -  
     Write-off of intangible assets..            -              -         71,000 
     Depreciation and amortization...      359,000        498,000        542,000 
     Provision for losses on
      accounts receivable............      (25,000)        29,000        (23,000)
     Issuance of common stock for
      employee compensation..........       44,000         67,000         47,000 
 
  Changes in operating assets 
   and liabilities:
     Inrease in accounts receivable..      (70,000)       (49,000)      (131,000)
     Decrease (increase) in
      inventories, supplies and
      prepaid expenses...............       59,000        (34,000)        32,000 
     Decrease (increase) in other
      assets, net....................       28,000        (92,000)        (7,000)
     Increase (decrease) in accounts 
      payable and accrued expenses...      267,000       (240,000)       228,000 
     Increase (decrease) in reserve
      for discontinued operations....      (30,000)       936,000              -  
                                       ------------   ------------   ------------
  Net cash used in operating 
   activities........................     (458,000)      (342,000)    (1,529,000)
                                       ------------   ------------   ------------

Cash flows from investing activities:
  Acquisition of licenses............            -              -       (315,000)
  Decrease (increase) in note 
   receivable from related party.....        6,000        (18,000)       (90,000)
  Decrease (increase) in marketable
   securities........................     (415,000)       295,000        201,000 
  Purchase of plant and equipment,
   net...............................      (32,000)      (181,000)      (108,000)
                                       ------------   ------------   ------------   
  Net cash (used in) provided by 
  investing activities...............     (441,000)        96,000       (312,000)
                                       ------------   ------------   ------------

Cash flows from financing activities:
  Net proceeds from issuance of 
   common stock......................    1,243,000        796,000      1,556,000  
  Proceeds from line of credit 
   borrowing.........................            -              -        400,000
   Principal payments on line of
    credit and capital leases........     (205,000)      (339,000)      (479,000)
                                       ------------   ------------   ------------
  Net cash provided by financing 
   activities........................    1,038,000        457,000      1,477,000  
                                       ------------   ------------   ------------

  Net increase (decrease) in cash 
   and cash equivalents..............      139,000        211,000       (364,000)
  Cash and cash equivalents at 
   beginning of period...............      997,000        786,000      1,150,000  
                                       ------------   ------------   ------------
  Cash and cash equivalents at 
   end of period.....................  $ 1,136,000    $   997,000    $   786,000 
                                       ============   ============   ============
Supplemental disclosure:
  Interest paid......................  $    78,000    $    47,000    $    43,000
                                       ============   ============   ============
 
Items not impacting cash flows:
  Increase in capital lease 
   obligations.......................  $    92,000    $   487,000    $   108,000
                                       ============   ============   ============

              The accompanying notes are an integral part of these
                      consolidated financial statements.

                                     F-6
<PAGE>  28

                            HemaCare Corporation
                  Notes to Consolidated Financial Statements

Note 1 - Organization
---------------------

HemaCare Corporation was incorporated in California in 1978 for
the purpose of providing community-based blood services and blood 
products to healthcare institutions.

In September 1995, the Company formed Gateway Community Blood 
Program, Inc. ("Gateway"), a wholly-owned subsidiary incorporated 
in Missouri, to provide blood products and services in Missouri 
and Illinois.

From 1990 to November 1995, the Company, through its wholly-owned 
subsidiary HemaBiologics, Inc. ("HBI"), conducted research and 
development of Immupath, an anti-HIV hyperimmune plasma-based 
product intended to be used in the treatment of Acquired Immune 
Deficiency Syndrome ("AIDS").  In November of 1995, the Company's 
Board of Directors decided to discontinue the operations of HBI. 
(See Note 11 below.)

In 1992, the Company acquired Georgia Hemapheresis Services 
("GHS"), a company it had previously managed. GHS was merged into 
HemaCare Corporation and was a division HemaCare Corporation. GHS 
was closed in July 1996.

HemaCare Corporation and its wholly-owned subsidiaries are 
referred to as "HemaCare" or the "Company" in the accompanying 
consolidated financial statements and notes to the consolidated 
financial statements.

Note 2 - Summary of Accounting Policies
----------------------------------------

Principles of Consolidation:  The accompanying consolidated 
financial statements include the accounts of the Company.  All 
significant intercompany balances and transactions have been 
eliminated in consolidation.

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.  Estimates also affect the reported amounts of 
revenue and expenses during the reporting period.  Actual results 
could differ from those estimates. 

Cash, Cash Equivalents and Marketable Securities: The Company 
considers all highly liquid investments with an original maturity 
of three months or less to be cash equivalents.  Marketable 
securities consist of U.S. government treasury bills and 
certificates of deposit held at financial institutions.

Financial Instruments: Cash and cash equivalents, short-term 
investments, accounts receivable and accounts payable are carried 
at cost which approximates fair value.  The interest rate applied 
to notes receivable and capital leases is equal to the Company's 
borrowing rate, and therefore their carrying value approximates 
fair value. 
  
Revenues and Accounts Receivable: Revenues are recognized upon 
the sale of blood products or the performance of blood services. 
Blood services revenues consist primarily of mobile therapeutics 
sales, while blood product revenues consist primarily of sales of 
single donor platelets and blood components that are manufactured 
or purchased and distributed by the Company.  Accounts receivable 
are reviewed periodically for collectibility. 

Inventories and Supplies: Inventories consist of Company-
manufactured platelets and whole blood components as well as 
component blood products purchased for resale.  Supplies consist 
primarily of medical supplies directly related to procedures for 
collecting and manufacturing products and providing therapeutic 
services. Inventories are accounted for on a first-in, first-out 
basis.

                              F-7
<PAGE>  29

Plant and Equipment: Plant and equipment is stated at original 
cost.  Furniture, fixtures, equipment and automobiles are 
depreciated using the straight-line method over three to five 
years.  Leasehold improvements are amortized over the length of 
the lease, ranging from five to ten years.  Capital equipment 
leases are recorded at the lower of the present value of the 
minimum lease payments or the fair value of the equipment at the 
beginning of the lease term.  The cost of normal repairs and 
maintenance are expensed as incurred.

Other Assets: As of December 31, 1996 and 1995, other assets 
consisted primarily of deposits and organizational costs of 
Gateway. Organization costs are amortized using the straight-line 
method, over a period of five years.

Goodwill: In 1994, the Company wrote off goodwill ($71,000) 
related to the acquisition of GHS. The write off is included in 
General and Administrative Expense in the accompanying 1994 
consolidated statement of operations.

Long-Lived Assets: In March 1995, the Financial Accounting 
Standards Board ("FASB") issued Statement of Financial Accounting 
Standards ("SFAS") No. 121, "Accounting For the Impairment of 
Long-Lived Assets and For Long-Lived Assets to Be Disposed Of."  
SFAS 121 requires that long-lived assets and certain identifiable 
intangibles to be held and used by an entity be reviewed whenever 
events or changes in circumstances indicate that the carrying 
amount of an asset may not be recoverable.  SFAS 121 was adopted 
by the Company on January 1, 1996.  The implementation of this 
statement did not have a material impact on the Company's 
financial position or its results of operations.

Income Taxes: Income taxes are computed under the provisions of 
SFAS No. 109, "Accounting for Income Taxes".  SFAS 109 is an 
asset and liability approach that requires the recognition of 
deferred tax assets and liabilities for the expected future tax 
consequences of events that have been recognized in the Company's 
financial statements or tax returns.  In estimating future tax 
consequences, SFAS 109 generally considers all expected future 
events other than enactments of changes in the tax law or rates.

Per Share Data: Per share data is computed by dividing net income 
(loss) by the weighted average number of common and dilutive 
common share equivalents outstanding during each period.  In 1995 
and 1994, shares issuable upon the exercise of stock warrants and 
options are included in the weighted average common shares 
outstanding because their effect is dilutive on income from 
continuing operations.  In 1996, shares issuable upon the 
exercise of stock warrants and options were excluded from the 
computation because the effect would be anti-dilutive.

In March 1997, the FASB issued SFAS No. 128, "Earnings Per 
Share."  SFAS 128 is effective for fiscal years ending after 
December 15, 1997 and will require restatement of prior years' 
per share data.  Management believes that the adoption of SFAS 
128 will not have a material impact on the accompanying 
consolidated financial statements.

Reclassification: Certain 1995 and 1994 amounts have been 
reclassified to conform with 1996 presentations.  

                                 F-8
<PAGE>  30

Note 3 - Plant and Equipment

Plant and equipment consists of the following:


</TABLE>
<TABLE>
<CAPTION>
                                   December 31,
                               1996             1995
                            ------------   ------------
<S>                         <C>            <C>
                                        
Furniture, fixtures and 
 equipment...............   $ 2,497,000    $ 2,149,000  
Leasehold improvements...       201,000        168,000 
Construction in progress.             -        247,000 
                            ------------   ------------ 
                              2,698,000      2,564,000  
Less accumulated
 depreciation and
 amortization............    (1,875,000)    (1,513,000)
                            ------------   ------------
                            $   823,000    $ 1,051,000  
                            ============   ============
</TABLE>

Equipment with a cost of $1,097,000 in 1996 and $1,172,000 in 
1995 is financed by capital leases.  In the fourth quarter of 
1995, the Company wrote off $615,000, including $86,000 financed 
by capital leases, of leasehold improvements, equipment and 
accumulated depreciation which were related to HBI's discontinued 
operations. 

Note 4 - Debt Financing
-----------------------

The Company has maintains a line of credit with a commercial bank 
secured by its accounts receivable, inventory and equipment.  The 
credit line is in effect through April 30, 1997.  Under the terms 
of the credit line agreement, as amended, the Company may borrow 
up to 70% of eligible accounts receivable, up to a maximum of 
$700,000 and must maintain certain ratios. The Company was in 
compliance with all covenants of its borrowing agreement, as 
amended, at December 31, 1996.  Interest on credit line 
borrowings is at the lender's prime rate (8.25% at December 31, 
1996) plus one-half of a percentage point.  As of December 31, 
1996 and 1995, and during the years then ended, there were no 
balances outstanding under the line of credit.

Note 5 - Leases
---------------

The Company has entered into several capital leases for 
equipment.  Future minimum capital lease payments, which expire 
at various times during the period from 1997 to 2001, are as 
follows:


Year Ending December 31,

1997.........................  $ 364,000
1998.........................    276,000
1999.........................    115,000
2000.........................     94,000
2001.........................      8,000
                               ----------
Total minimum lease payments.    857,000
Less:  Amount representing 
 interest....................    113,000
                               ----------
Present value of minimum 
 lease payments..............  $ 744,000
                               ==========

Future minimum rentals under operating leases, which expire in 
1997 through 2001, are as follows:

Year ending December 31,

1997.........................  $  679,000 
1998.........................     225,000 
1999.........................     136,000 
2000.........................     134,000 
2001.........................      22,000 
Thereafter...................          --  
                               ----------
                               $1,196,000  
                               ==========

                                F-9
<PAGE>  31

Total rent expense under all operating leases was $519,000, 
$566,000 and $648,000 for the years ended December 31, 1996, 1995 
and 1994, respectively.

Note 6 - Income Taxes   
----------------------

The Company has incurred losses for each of the last three years
and therefore has not recorded a provision for income taxes.

The approximate tax effects of temporary differences which gave 
rise to significant deferred tax assets and liabilities at 
December 31, 1996 and 1995, are as follows:

<TABLE>
<CAPTION>
                                    1996         1995
                                ------------  ------------
<S>                             <C>           <C>
Current:
Accrued expenses deferred for 
tax purposes .................. $   249,000   $   651,000 

Noncurrent:
Depreciation and amortization..     415,000       316,000 
Deferred research and 
 development expenses..........     160,000       195,000 
Other..........................     (99,000)     (201,000)
Net operating loss 
 carryforwards.................   2,484,000     2,659,000  
Tax credit carryforwards.......     963,000       967,000 
                                ------------  ------------
Total deferred assets..........   4,172,000     4,587,000  
Valuation allowance............  (4,172,000)   (4,587,000)
                                ------------  ------------
                                $         -   $         -  
                                ============  ============
</TABLE>
	
At December 31, 1996 and 1995, the Company had net operating loss 
carryforwards available for federal income tax purposes of 
$7,267,000, and $6,722,000, expiring from 2004 to 2010.

Acquisitions of common stock which result in changes in equity 
ownership in the Company could result in an "ownership change" 
within the meaning of Section 382 of the Internal Revenue Code of 
1986, as amended (the "Code"), thereby imposing an annual 
limitation (the "Section 382 Limitation") on the Company's 
ability to utilize its net operating loss carryforwards to reduce 
future taxable income.  In the event of a Section 382 Limitation, 
the Company's utilization of its net operating loss carryforwards 
would be restricted to an annual amount equal to the product of 
the equity value, as defined in the Code, of the Company at the 
time of the applicable ownership change multiplied by the long-
term tax-exempt rate as published monthly by the Internal Revenue 
Service. The expiration dates of the net operating loss 
carryforwards would not be extended, and accordingly, a Section 
382 Limitation could result in the expiration of a portion of 
Company's net operation loss carryforwards.  The long-term, tax-
exempt rate is currently 5.8%; such rate, however, is subject to 
change, and it is impossible to predict whether the equity value 
of the Company and such rate will increase, or decrease, and to 
what extent.

The Company also had net operating loss carryforwards available 
for state income tax purposes of approximately $3,930,000 at 
December 31, 1996 and $3,244,000 at December 31, 1995.  These 
state net operating loss carryforwards expire from 1997 to 2000. 

At December 31, 1996, the Company had federal income tax credit 
carryforwards of approximately $623,000, expiring 1997 to 2010, 
and state tax credit carryforwards of approximately $341,000 
which are not subject to expiration.

Note 7 - Shareholders' Equity
------------------------------

The Company grants stock options to employees and others in
accordance with the terms of its stock option plans.  Warrants

                              F-10
<PAGE>  32


are granted upon the Board of Director's approval.  The Company
accounts for these plans and recognizes compensation expense in 
accordance with APB Opinion No. 25. Under the provisions of this 
opinion, the Company recognized $5,000 and $12,000 of 
compensation expense in 1996 and 1995, respectively. Had 
compensation expense for these plans been recognized in 
accordance with SFAS 123 "Accounting for Stock-Based 
Compensation", the Company's net loss and net loss per share in 
1996 and 1995 would have been as follows:

                              Years ended December 31,
                                 1996          1995
                              ------------  -------------
Net loss:
   As reported.............   $ (490,000)   $ (3,536,000)
   Pro forma...............     (622,000)     (3,579,000)

Net loss per share:
   As reported............    $    (0.08)   $      (0.60)
   Pro forma..............         (0.10)          (0.61)

Because the SFAS 123 method of accounting has not been applied to 
options or warrants granted prior to January 1, 1995, the 
resulting pro forma compensation cost may not be representative 
of that to be expected in future years. The above pro forma 
amounts were calculated by estimating the fair value of each 
option or warrant granted on the date of grant using the Black-
Scholes option pricing model, using weighted average risk free 
interest rates of 5.75% and 6.5%, expected volatility of 60% and 
52%, and weighted average fair value of options and warrants of 
$1.53 and $1.16 for 1996 and 1995, respectively.  The pro forma 
calculation assumes that the expected lives of options or 
warrants granted is three years.

In July 1996, the Board of Directors approved and adopted a new 
stock incentive plan ("the 1996 Plan") which provides for grants 
of both stock options and shares of restricted stock.  Prior to 
that date, options were granted under the Company's 1986 Stock 
Option Plan, as amended (the "1986 Plan").  A  total of 750,000 
shares may be granted under the terms of the 1996 Plan, of which 
15,000 were granted during 1996.  The term of the options granted 
is determined by Company's Board of Directors, but in no event 
may be longer than ten years.  The exercise price of options 
granted generally is required to be not less than the fair market 
value of the common stock on the date of grant. Options granted 
to employees must be exercisable at a rate of at least 20% per 
year.

The 1986 Plan expired in July 1996.  At December 31, 1996, 
170,800 options were outstanding under this plan, of which 48,000 
were granted in 1996.    

A one-time grant of options typically is made to each non-
employee director at the time of joining the Board, and 
additional options may be granted to non-employee directors at 
other times.  The table below summarizes transactions in the 
Plans and weighted average exercise prices ("Price") during 1996, 
1995 and 1994.

<TABLE>
<CAPTION>

                            1996                1995                1994
                      Shares    Price     Shares    Price     Shares    Price
                     --------  --------  --------  --------  --------  --------
<S>                  <C>       <C>       <C>       <C>       <C>       <C>

Outstanding at 
 beginning of year.. 395,800   $3.12     581,083   $3.60     516,916   $3.25
Granted.............  63,000    3.41      37,800    2.23     167,000    4.27
Exercised...........  53,750    1.99      28,083    1.83      65,833    2.42
Canceled............ 219,250    2.59     195,000    4.55      37,000    3.89
                     -------   -----     -------   -----     -------   -----
Outstanding at end
 of year............ 185,800    4.01     395,800    3.12     581,083    3.60
                     =======   =====     =======   =====     =======   =====
Exercisable at end
 of year............ 140,300   $4.12     339,967   $2.85     368,417   $2.86
                     =======   =====     =======   =====     =======   =====
</TABLE>

                                       F-11
<PAGE>  33

The following table summarizes the range of exercise price, 
weighted average remaining contractual life ("Life") and weighted 
average exercise price ("Price") for all stock options 
outstanding as of December 31, 1996:

<TABLE>
<CAPTION>

                          Options Outstanding           Options Exercisable
                   --------------------------------     --------------------
Range of           Shares                              Shares
exercise price     outstanding     Life      Price     exercisable    Price
---------------    -----------  ----------  --------   -----------   -------
<S>                <C>          <C>         <C>        <C>           <C>
$1.75 to $2.43      12,000      4.5 months  $1.75        12,000      $1.75
$2.44 to $4.99     108,800      5.8 years    3.35        66,300       3.24
$5.00 to $6.13      65,000      1.2 years    5.50        62,000       5.51
                   -------                  ------      -------      -----
                   185,800                  $4.01       140,300      $4.12
                   =======                  =====       =======      =====
</TABLE>

The table below summarizes warrant transactions and weighted 
average exercise prices ("Price") during 1996, 1995 and 1994.

<TABLE>
<CAPTION>
                              1996               1995              1994
                        ---------------    ---------------   ---------------
                        Warrants  Price    Warrants  Price   Warrants  Price
                        --------  -----    --------  -----   --------  -----
<S>                     <C>       <C>      <C>       <C>     <C>       <C>
Outstanding at
beginning of year.....  140,000   $3.84    115,000   $4.57   160,000   $7.63
Granted...............   20,000    3.13     25,000    1.54    75,000    3.55
Exercised.............       --      --         --      --        --      --
Canceled..............       --      --         --      --   120,000    8.00
                        -------   -----    -------   -----   -------   -----
Outstanding at end
 of year..............  160,000    3.75    140,000    3.84   115,000    4.57
                        =======   =====    =======   =====   =======   =====
Exercisable at end
 of year..............  140,000   $3.84    140,000   $3.84    95,000   $4.71
                        =======   =====    =======   =====   =======   =====
</TABLE>

The following table summarizes range of exercise price, weighted 
average remaining contractual life ("Life") and weighted average 
exercise price ("Price") for all warrants outstanding as of 
December 31, 1996:

<TABLE>
<CAPTIN>
                        Warrants Outstanding        Warrants Exercisable
                   ------------------------------    --------------------
   Range of         Warrants                          Warrants
exercise price     outstanding     Life     Price    exercisable   Price
---------------    -----------  ----------  -----    ------------  -----
<S>                <C>          <C>         <C>      <C>           <C>

$1.45 to $3.99     107,500      4.11 years  $2.71     87,500       $2.61
$4.00 to $6.50      52,500      1.66 years   5.91     52,500        5.91
                   -------                  -----    -------       -----
                   160,000                  $3.75    140,000       $3.84
                   =======                  =====    =======       =====
</TABLE>

Note 8 -  Employee Salary Deferral Plan
---------------------------------------

As of January 1, 1990, HemaCare adopted an Employee Salary 
Deferral Plan which qualifies under Section 401(k) of the 
Internal Revenue Service Code (the "401(k) Plan").  The 401(k) 
Plan covers all employees who are at least 21 years of age, have 
one year of service and who work at least 1,000 hours per year.  
Eligible employees may contribute up to 12 percent of their pre-
tax salaries, subject to certain limitations.  HemaCare matches 
50 percent of the first 5 percent of each participant's 
contribution on an annual basis with HemaCare common stock.  
During 1996, 1995 and 1994, HemaCare issued 12,480 shares 
($44,000), 16,821 shares ($55,000) and 8,105 shares ($47,000) of 
common stock as matching contributions for the 1995, 1994 and 
1993 plan years, respectively.  HemaCare plans to issue 
approximately 13,195 shares ($41,000) in 1997 as matching 
contributions for the 1996 plan year.

Note 9 - Commitments and Contingencies
--------------------------------------

On March 11, 1994, the Company was served with a lawsuit filed by
a former employee against the Company and its wholly owned 
subsidiary, HBI, in the Superior Court of the State of 
California, related to the termination of this employee and 
seeking relief in the amount of $550,000.  A trial date has been 
set for October 29, 1997; however, at this stage in the 
proceedings, neither management nor counsel are in a position to 
evaluate the probable merits of the claim asserted by this former 
employee.  Accordingly, the resolution of this lawsuit could have 
a material impact on the Company's financial condition and
results of operations.

                             F-12

<PAGE>  34

In November 1995, the Company terminated its license agreement 
with Medicorp Inc. ("Medicorp") for the rights to the United 
States patent to commercialize Immupath (Note 11) due to a 
default by the license holder.  The Company also notified 
Medicorp that the stock purchase warrants (exercisable for 
400,000 shares of HemaCare common stock at $5.50 per share) 
issued by the Company to Medicorp had terminated under their 
terms, due to the default.  On July 19, 1996, the Company and 
Medicorp Inc. entered into a settlement agreement and mutual 
release resolving all disputes between them related to the 
license agreement.  In the Medicorp settlement agreement, the 
parties agreed (i) to terminate the license agreement, (ii) to 
mutually release each other from all prior monetary and other 
breaches of the license agreement, (iii) that the Medicorp 
warrants would remain outstanding and exercisable and (iv) that 
the Company would grant a nonexclusive royalty-free license to 
Medicorp to certain research data and other documentation 
associated with the Immupath project.

On March 12, 1997, the Company was notified of a lawsuit filed by 
an investment banking firm retained by the Company in connection 
with the August 1996 private placement of its common stock, 
seeking recovery of damages in the amount of approximately 
$60,000. The Company intends to vigorously defend this claim, and 
its ultimate resolution is not expected to have a material impact 
on the Company's financial condition or its results of 
operations.

Note 10 - Segment and Related Party Information
-----------------------------------------------

The Company operates within one industry, blood services and 
products.  In 1996 and 1994, there were no sales to any single, 
unaffiliated customer which exceeded 10 percent of total 
revenues.  In 1995, sales to one unaffiliated hospital of 
$1,077,000 accounted for 10 percent of revenue.  

In 1995 and 1994, the Company made a series of personal loans to 
Joshua Levy, then an officer and director of the Company totaling 
$98,000.  The proceeds of these loans were used to refinance 
existing debt which was collateralized by HemaCare stock owned by 
Dr. Levy.  In January 1996, these individual notes were 
consolidated into a promissory note, collateralized by HemaCare 
stock owned by Dr. Levy, which accrues interest at a rate equal 
to the rate the Company pays under its line of credit, adjusted 
quarterly. Interest accrued for the years ended December 31, 1996 
and 1995 totaled $7,000 and $10,000, respectively. The note 
requires four annual installment payments of $15,000 due from 
1996 to 1999 and the balance of the principal and accrued 
interest is due on January 31, 2000.  The Company received annual 
installment payments of $15,000 in January 1996 and January 1997.

Note 11 - Discontinued Operations
---------------------------------

In November 1995, the Company discontinued the operations of HBI,
including the research and development of Immupath and the 
associated specialty plasma business.  In connection with this 
decision, the Company wrote off the remaining book value of HBI's 
assets ($2,079,000) and provided a reserve for estimated 
operating losses ($1,035,000) from the November 30, 1995 
measurement date through December 1996, the expected date of 
substantial completion of disposal.  The loss on the disposition 
of HBI's operations has been accounted for as a discontinued 
operation, and prior year financial statements have been restated 
to reflect the discontinuation of these operations. 

The reserve established for estimated HBI operating losses during 
the period of disposal included a $600,000 contingent liability 
for the resolution of the dispute with Medicorp.  In July 1996, 
the dispute was settled without any payment by the Company  (See 
Note 9), and the Company recognized a $600,000 gain on disposal 
of discontinued operations.  In June 1996, the Company agreed to 
sell substantially all the tangible assets of the discontinued 
operations and the  FDA source plasma licenses.  The sale and 
transfer of the licenses was contingent upon obtaining FDA 
approval which was received on October 21, 1996.  The buyer 
delivered a promissory note, due in November 1996, in payment of 
the purchase price for certain tangible assets sold which is
collateralized by these assets.  However, the buyer did not 
repay the note at maturity and requested an extension of
this payment date to February 1997, which was granted by
the Company.  The Company does not expect discontinued operations
to have a material impact on future operating results.

                              F-13
<PAGE>  35

      Report of Independent Public Accountants
   

  
To the Shareholders and Board of Directors of HemaCare 
Corporation:


We have audited in accordance with generally accepted auditing 
standards, the consolidated financial statements included in 
HemaCare Corporation's annual report to shareholders included in 
this Form 10-K, and have issued our report thereon dated February 
25, 1997.  Our audit was made for the purpose of forming an 
opinion on those statements taken as a whole.  The schedule 
listed in the index of consolidated financial statements is the 
responsibility of the Company's management and is presented for 
purposes of complying with the Securities and Exchange 
Commission's rules and is not part of the basic consolidated 
financial statements.  This schedule has been subjected to the 
auditing procedures applied in the audit of the basic 
consolidated financial statements and, in our opinion, fairly 
states in all material respects the financial data required to be 
set forth therein in relation to the basic consolidated financial 
statements taken as a whole.


                                 /s/ Arthur Andersen LLP
                                 ------------------------
                                 ARTHUR ANDERSEN LLP


Los Angeles, California
February 25, 1997

                                 S-1
<PAGE>  36

                         HEMACARE CORPORATION
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


           For The Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
                                              Additions
                                       -----------------------
                         Balance at    Charged to   Charged to                 Balance
                        beginning of   costs and      other                   at end of
      Description         period        expenses     accounts    Write-offs     period
----------------------  ------------   ----------   -----------  -----------  ---------
<S>                     <C>            <C>          <C>          <C>          <C>
Year ended December 
31, 1996 - Allowance
for uncollectible 
accounts.............  $  94,000      $(25,000)(1)  $      --    $ 22,000     $ 46,840 

Year ended December 
31, 1995 - Allowance
for uncollectible 
accounts.............  $ 141,000      $ 29,000      $      --    $ 76,000     $ 94,489 

Year ended December 
31, 1994 - Allowance
for uncollectible 
accounts.............  $ 167,000      $(23,000)(1)  $  (1,000)(2)$  2,000     $167,184 

</TABLE>

1)  Includes a net reduction in the reserve of $48,000 and $84,000, 
    respectively, based on the year ending agings at December 31, 
    1996 and 1994.
 
2)  Amount charged to other accounts in 1994 consisted of $1,000 
    for collection of accounts written off in prior years.

                                S-2
<PAGE>  37

                       Index to Exhibits

<TABLE>
<CAPTION>
                                                                           Sequential
                                                                           Page Number
<S>     <C>                                                                <C>

2.1  	Amended and Restated Asset Purchase Agreement between the 
        Registrant, HemaBiologics, Inc. (a wholly owned subsidiary
        of the Registrant) and Atopix Pharmaceuticals Corporation,
        dated June 26, 1996--incorporated by reference to Exhibit
        2.1 to Form 10-Q of the Registrant for the quarter ended
        June 30, 1996....................................................     
  
3.1	Restated Articles of Incorporation of the Registrant--
        incorporated by reference to Exhibit 3.1 to Form 10-K of
        the Registrant for the year ended December 31, 1995..............     

3.2     Bylaws of the Registrant--incorporated by reference to 
        Exhibit 3.2 to Form 10-K of the Registrant for the year ended
        December 31, 1992................................................     
                                                                             
 4.1	Warrant Agreement between the Registrant and Medicorp Inc. 
        dated February  17, 1993--incorporated by reference to Exhibit
        4 to the Current Report on Form 8-K of the Registrant dated
        February 17,1993.................................................    

4.2	Warrant Agreement between the Registrant and Huss Kealy 
        Sinclair dated May 7, 1993--incorporated by reference to
        Registration Statement on Form S-3 of the Registrant
        (File No. 33-44869)..............................................    

4.3	Form of Warrant Agreement between the Registrant and each
        of the following consultants: British Far East Holdings, Ltd.,
        Joseph T. McDonald and E. Keene Wolcott dated September 30,
        1994--incorporated by reference to Exhibit 4.1 to Form 10-Q of
        the Registrant for the quarter ended September 30, 1994..........    

4.4	Offshore Securities Subscription Agreement between the 
        Registrant and Tesoma Overseas, Inc., dated April 8, 1994--
        incorporated by reference to Exhibit  4.1 to Form 10-Q of the
        Registrant for the quarter ended March 31, 1994..................    

4.5	Warrant Agreement between the Registrant and Torrey Pines 
        Securities, Inc., dated April 8, 1994--incorporated by reference
        to Exhibit 4.2 to Form 10-Q of the Registrant for the quarter
        ended March 31, 1994.............................................    

4.6	Amendment to Warrant Agreement between the Registrant and
        Torrey Pines Securities dated April 3, 1995--incorporated by
        reference to Exhibit 4.1 to Form 10-Q of the Registrant for the
        quarter ended March 31, 1995.....................................    

4.7	Warrant Agreement between the Registrant and M.A. Levy and 
        Associates dated March 1, 1995--incorporated by reference to
        Exhibit 4.7 to Form 10-K of the Registrant for the year ended
        December 31, 1994................................................    

<PAGE>  38

4.8	Form of Warrant Agreement between the Registrant and 
        Tesoma Overseas, Inc. dated February 9, 1995--incorporated by
        reference toExhibit 4.8 to Form 10-K of the Registrant for the
        year ended December 31, 1994.....................................    
 
4.9  	Warrant Agreement between the Registrant and Joseph T. 
        McDonald dated November 1, 1996..................................  Filed herewith electronically

10.1*	1986 Employee Stock Option Plan, as amended and restated 
        through October 1994--incorporated by reference to Exhibit 10.4
        to Form 10-Q of the Registrant for the quarter ended September 30,
        1994.............................................................    

10.2*	1996 Stock Incentive Plan of the Registrant, as amended--
        incorporated by reference to Exhibit 4.1 to Form 10-Q of the
        Registrant for the quarter ended September 30, 1996..............                   

10.3	Lease dated July 10, 1986 between the Registrant and Addison
        Place Partners--incorporated by reference to Registration
        Statement on Form S-18 of the Registrant (File No. 33-8513-LA)...

10.4	Amendment No. 1 to  Lease between the Registrant and Addison
        Place Partners dated March 30, 1993--incorporated by reference to
        Exhibit 10.3 to Form 10-K of the Registrant for the year ended
        December 31, 1994................................................    

10.5*	Employment Agreement between Harold I. Lieberman and the
        Registrant, dated September 19, 1988--incorporated by reference
        to Exhibit 10.4 to Form 10-K of the Registrant for the year ended
        December 31, 1994................................................

10.6*	Amendment to Employment Agreement between the Registrant
        and Harold I. Lieberman, dated September 19, 1989--incorporated
        by reference to Exhibit 10.5 to Form 10-K of the Registrant for
        the year ended December 31, 1994.................................  

10.7	Revolving Credit Agreement between the Registrant and Bank 
        Leumi Le-Israel, B.M., dated April 30, 1995 and related security 
        agreements--incorporated by reference to Exhibit 10.1 to Form
        10-Q of the Registrant for the quarter ended March 31, 1995......  

10.8  	Amendment to Loan Agreement between the Registrant and Bank
        Leumi Le-Israel dated April 30, 1995 and related security 
        agreements -- incorporated by reference to Exhibit 10.1 to From
        10-Q of the Registrant for the quarter ended September 30, 1996..  

10.9  	Promissory Note to HemaBiologics, Inc., a wholly owned 
        subsidiary of the Registrant, from Joshua Levy dated January 1,
        1996--incorporated by reference to Exhibit 10.10 to Form 10-K of
        the Registrant for the year ended December 31, 1995..............  

10.10   Pledge Agreement between HemaBiologics, Inc., a wholly owned
        subsidiary of the Registrant, and Joshua Levy dated January 1,
        1996--incorporated by reference to Exhibit 10.11 to Form 10-K
        of the Registrant for the year ended December 31, 1995...........

<PAGE>  39

10.11	Settlement Agreement between the Registrant and Medicorp 
        Inc.--incorporated by reference to Exhibit 10.1 to Form 8-K of
        the Registrant dated July 19, 1996...............................

10.12  	Registration Rights of Shareholders - incorporated by reference
        to Exhibit 4.9 to the Current Report on Form 8-K of the
        Registrant dated July 19, 1996...................................  

11      Computation of earnings (loss) per common equivalent share.......  Filed herewith electronically                

21      Subsidiaries of the Registrant...................................  Filed herewith electronically
 
23      Consent of Arthur Andersen LLP...................................  Filed herewith electronically
  
27      Financial Data Schedule..........................................  Filed herewith electronically

*  Denotes a management contract or compensatory plan or arrangement.
   
<PAGE>  40


</TABLE>