Via Facsimile and U.S. Mail
Mail Stop 03-09


May 9, 2005


Mr. Michael F. Brigham
President, Chief Executive Officer and Treasurer
ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103

Re:	ImmuCell Corporation
	Form 10-K for the fiscal year ended December 31, 2004
	File No. 001-12934

Dear Mr. Brigham:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed.  Where our comments call for disclosure,
we
think you should amend your documents in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your 10-K for the fiscal year ended December 31, 2004 and
respond to these comments within 15 business days or tell us when
you
will provide us with a response prior to the expiration of the 15-
day
period.  If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Your letter should key your responses to our
comments.  Detailed letters greatly facilitate our review.  Please
file your letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.







Form 10-K for the fiscal year ended December 31, 2004

Management`s Discussion and Analysis

Critical Accounting Policies, page 18

1. We believe that your disclosure related to estimates of items
that
reduce gross revenue such as cash rebates, returns, future rights
to
free or discounted products and other discounts and allowances
could
be improved as follows:

a. Disclose the nature and amount of each accrual at the balance
sheet date and the effect that could result from using other
reasonably likely assumptions than what you used to arrive at each
accrual such as a range of reasonably likely amounts or other type
of
sensitivity analysis.
b. Disclose the factors that you consider in estimating each
accrual
such as historical return of products, levels of inventory in the
distribution channel, estimated remaining shelf life, price
changes
from competitors and introductions of generics and/or new
products.
c. To the extent that information you consider in b) is
quantifiable,
disclose both quantitative and qualitative information and discuss
to
what extent information is from external sources, e.g. end-
customer
prescription demand, third-party market research data comparing
wholesaler inventory levels to end-customer demand. For example,
in
discussing your estimate of product that may be returned, consider
disclosing and discussing, preferably by product and in tabular
format, the total amount of product in sales dollars that could
potentially be returned as of the balance sheet date and
disaggregated by expiration period.
d. If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customer`s ordinary course of
business inventory level.  Discuss your revenue recognition policy
for such shipments.
e. You should consider disclosing a roll forward of the accrual
for
each estimate for each period presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.

f. In your discussion of results of operations for the period to
period revenue comparisons, discuss the amount of and reason for
fluctuations for each type of reduction of gross revenue, i.e.
product returns, chargebacks, customer rebates and other discounts
and allowances, including the effect that changes in your
estimates
of these items had on your revenues and operations.

2. Please tell us the GAAP literature that supports capitalizing
the
$965,000 payment made to Nutrition 21, Inc. to buy out certain
future
milestone and royalty payment obligations and why you believe your
accounting complies with that literature.  Please tell us the
terms
of this agreement and the basis for your amortization period.

Statements of Operations, page F-4

3. Please tell us how your classification of customer programs and
incentive offerings that allow customers to earn promotional
merchandise as product selling expenses rather than cost of sales
complies with paragraph 10 of EITF 01-9.
Note 7. Segment and Significant Customer Information, page F-17

4. Please revise your filing to include the disclosure required by
paragraph 37 of SFAS 131.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dana Hartz, Staff Accountant, at (202) 942-
2976
or Mary Mast, Senior Staff Accountant, at (202) 942-1858 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.

								Sincerely,


								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Brigham
ImmuCell Corporation
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