8-K

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


                                 FORM 8-K


                              CURRENT REPORT
  Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


                             February 18, 2000

                     (Date of earliest event reported)



                           IMMUCELL CORPORATION

          (Exact name of registrant as specified in its charter)



                                  0-15507

                         (Commission file number)


     DELAWARE                                 01-0382980

(State or other jurisdiction                 (I.R.S. Employer
      of incorporation)                       Identification No.)

                            56 Evergreen Drive
                            Portland, ME 04103

           (Address of principal executive offices and zip code)

                              (207) 878-2770

           (Registrant's telephone number, including area code)


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Item 5.  OTHER EVENTS

     (a)  Changes in Board of Directors and Management

     On  February 18, 2000, the Registrant announced the appointment of Dr.
John P. Donahoe and Dr. Keith N. Haffer to serve on its Board of Directors.
These appointments  fill  vacancies created by the resignation last fall of
John R. McKernan, Jr. and the  resignation this month of George W. Masters.
Contemporaneously with the appointment of the two new directors, Dr. Joseph
H. Crabb, vice president and chief  scientific  officer,  and  Stafford  C.
Walker,  vice  president  and  chief  marketing  officer, resigned from the
Registrant's  Board  of  Directors  to  focus  their full  efforts  on  the
development and marketing of the Registrant's products.   The net result of
these changes is that the Registrant's Board of Directors is  now comprised
of  five outside directors and one member of management.  In its  important
realignment  of  management,  the Registrant also announced that Michael F.
Brigham, formerly vice president and chief financial officer, was appointed
president and chief executive officer.

     The details of the changes  in the Registrant's Board of Directors and
management were provided in a press release dated February 18, 2000, a copy
of which is filed as Exhibit 99 to  this  Current Report on Form 8-K and is
incorporated herein by this reference.

     (b)  Advance Notice Procedures

     The deadline for stockholders to submit proposals for inclusion in the
Registrant's proxy statement for its 2000 annual  meeting  of  stockholders
was December 28, 1999.  Under advance notice provisions in the Registrant's
Bylaws, any stockholder who intends to nominate candidates for election  as
directors  or  present  a proposal at the annual meeting of stockholders of
the Registrant, without inclusion  of  such  proposal  in  the Registrant's
proxy  materials, is required to provide advance notice to the  Registrant.
Notice must  be received by the Secretary of the Registrant no earlier than
March  20,  2000  and  no  later  than  April  19,  2000,  and  meet  other
requirements  set  forth  in  the  Bylaws.   A copy of the pertinent Bylaws
provisions is available upon request to the Secretary.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     99.  Press release of the Registrant dated February 18, 2000.


                                 SIGNATURE

     Pursuant to the requirements of the Securities  Exchange  Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf  by
the undersigned hereunto duly authorized.

                                   IMMUCELL CORPORATION

Date    FEBRUARY 28, 2000          /S/ Michael F. Brigham

                                   Michael F. Brigham
                                   President and Chief Executive Officer




                               EXHIBIT INDEX


Exhibit
Sequential
NUMBER                   DESCRIPTION
PAGE
                                                                      NUMBERS(S)

99.   Press   release  of  the  Registrant  dated  February  18,  2000.
4

EX-99

FOR IMMEDIATE RELEASE:
February 18, 2000

      IMMUCELL ANNOUNCES CHANGES IN BOARD OF DIRECTORS AND MANAGEMENT

PORTLAND, Maine -- February 18, 2000 -- ImmuCell Corporation (NASDAQ/ICCC)
today announced the appointment of Dr. John P. Donahoe and Dr. Keith N.
Haffer, two individuals with backgrounds in animal health products, to
serve on its Board of Directors.  These appointments fill vacancies created
by the resignation last year of former Maine Governor John R. McKernan, Jr.
and the recent resignation of Chairman George W. Masters, who has moved
from Portland to his original home in Ontario, Canada where he will serve
on the Advisory Committee of the Biotechnology Commercialization Center
Fund and as chairman of Guard Inc.

Dr. Donahoe is president of Maine Biological Laboratories in Waterville,
Maine a world leader in poultry health products.  He earned his D.V.M. and
Ph.D. from the University of Georgia.  He brings considerable experience
with USDA regulated animal health products to ImmuCell's board.

Dr. Haffer is president of Advantage Bio Consultants, Inc. of Garretson,
South Dakota, an animal health consulting firm.  He earned his Ph.D. from
the University of Massachusetts in veterinary virology and immunology.  He
brings a wide variety of animal health related product development and
commercialization experience to ImmuCell's board.

Mr. Masters commented,  "With ImmuCell now well-positioned with its growing
and profitable animal health strategy, the timing is right for me to move
on to pursue other interests.  I intend to maintain good contacts with
ImmuCell especially where I see animal health opportunities that may be of
interest to the Company."

"We are very excited to have been successful in attracting John and Keith
to join our Board at a time when their extensive animal health expertise
could be of great value in helping us grow the Company," commented Mr.
Brigham.  "At the same time, we want to sincerely thank both John McKernan
and George Masters for their contributions to the Company, especially
during last year's transition into a profitable and growing animal health
company."

Contemporaneously with the appointment of two new directors with animal
health experience, the Company also announced that Dr. Joseph H. Crabb,
vice president and chief scientific officer, and Stafford C. Walker, vice
president and chief marketing officer, will step down from the Company's
board of directors to focus their full efforts on the development and
marketing of the Company's products.  The net result of these changes is
that the Company's board of directors is now comprised of five outside
directors and one member of management.


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Page 2

In its important realignment of management, the Company also announced that
Michael F. Brigham, formerly vice president and chief financial officer,
was appointed president and chief executive officer. "The interim
management structure in place during the past year served us very well
during our strategic transition to an animal health company in 1999.  We
focused on profitability, brought an internally-developed product to market
and consummated a product acquisition," commented Mr. Brigham.  "Joe and
Stafford have now expressed their strong desire to focus all of their
energies on product development and marketing, as such efforts will be the
key to the Company's long term success."

ImmuCell Corporation is a biotechnology company striving to build
shareholder value by commercializing proprietary technologies and helping
dairy and beef producers and their veterinarians manage disease and
reproduction in their herds.  The Company is also conducting an open label,
efficacy study of DiffGAM, a human application of its milk-derived passive
antibody technology for use as an alternative to antibiotics in the
treatment and/or prevention of Clostridium difficile-associated diarrhea.
In addition, ImmuCell is marketing Crypto-Scan(r), a novel drinking-water
test that detects the presence of Cryptosporidium in drinking-water
supplies worldwide.

ImmuCell Corporation press releases and other information about the Company
are available at its corporate web site at http://www.ImmuCell.com.

ImmuCell Contact:  Michael F. Brigham
             President and Chief Executive Officer
                   (207) 878-2770 Ext. 106