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

         Date of Report (Date of earliest event reported): July 10, 2001

                              LIFECELL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

      Delaware                    01-19890                     76-0172936
  (State Or Other               (Commission                  (IRS Employer
  Jurisdiction Of               File Number)               Identification No.)
   Incorporation)

              One Millenium Way
              Branchburg, New Jersey                           08876
     ------------------------------------------------------------------
     (Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code   (908) 947-1100



Item  5.  Other  Events.

     We  completed the private placement of 3,125,000 shares of our common stock
and  warrants to purchase up to 1,750,000 shares of our common stock with equity
funds managed by OrbiMed Advisors LLC and Special Situations Funds at a price of
$1.92  per  share  or an aggregate purchase price of $6.0 million.  Equity funds
managed by OrbiMed Advisors LLC purchased $4.5 million of the total offering and
Special  Situations  Funds,  an  existing investor, purchased the remaining $1.5
million.  Net  proceeds  from the financing will be used to continue our product
development programs, to expand sales and marketing of our current products, for
potential acquisitions of complementary technologies or products and for working
capital  and  general  corporate  purposes.  We have also agreed to register for
resale  the  shares of common stock and the shares issuable upon the exercise of
the  warrants  sold  in  the  private  placement.

     We  also  announced  that  Special  Situations  Fund  III,  L.  P., Special
Situations  Cayman  Fund, LP and Special Situations Private Equities Fund, L.P.,
who  had  filed  a  complaint  in  United States District Court for the Southern
District  of  New  York  against  LifeCell, Gruntal & Co., L.L.C. and Prudential
Securities, Inc, withdrew its complaint, with prejudice, and released us and the
other  defendants from all claims related to our October 2000 private placement.

Item  7.  Financial  Statements  and  Exhibits.

     (c)  Exhibits

     10.29  Securities  Purchase  Agreement,  dated June 29,2001, by and between
     LifeCell  Corporation  and  PW  Juniper  Crossover  Fund,  L.L.C., Caduceus
     Private  Investments,  LP,  and  OrbiMed  Associates  LLC.

     10.30  Securities  Purchase  Agreement,  dated June 29,2001, by and between
     LifeCell  Corporation  and  Special  Situations  Fund  III,  L.P.,  Special
     Situations  Private  Equity  Fund, L.P. and Special Situations Cayman Fund,
     L.P.

     10.31  Form  of  Warrants,  dated  July  10,  2001 issued to the investors.

     99.1  Press  release  dated  July  10,  2001.


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                                    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.


                                              LIFECELL  CORPORATION

                                              By:  /s/  Steven  T.  Sobieski
                                                 -------------------------------

                                              Steven  T.  Sobieski
                                              Vice President and
                                              Chief Financial Officer

Date:  July 11, 2001


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