As filed with the Securities and Exchange Commission on June 10, 2004

                                                  Registration No. 333-_______

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

                               -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               -------------------

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

                California                                 95-3280412
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                               21101 Oxnard Street
                        Woodland Hills, California 91367
               (Address of principal executive offices) (Zip Code)

                            2004 STOCK PURCHASE PLAN
                            (Full title of the plan)

                                Robert S. Chilton
                             Chief Financial Officer
                              HemaCare Corporation
                               21101 Oxnard Street
                        Woodland Hills, California 91367
                     (Name and address of agent for service)

                                 (818) 226-1968
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780
<table>
<caption>
                         CALCULATION OF REGISTRATION FEE
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                                                           Proposed maximum          Proposed maximum
Title of each class of        Amount to be registered      offering price per     aggregate offering price    Amount of registration
securities to be registered            (1)                     share (2)                     (2)                     fee (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                             <C>                       <C>                           <C>
   Common Stock                 1,000,000 shares                $0.700                    $700,000                      $89
------------------------------------------------------------------------------------------------------------------------------------
</table>
(1)   In addition,  this Registration  Statement also covers such  indeterminate
      number of shares of Common Stock as may be issued pursuant to the employee
      benefit plan  described  herein as a result of the  adjustment  provisions
      thereof.

(2)   Pursuant to Rule 457(h),  the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon the average
      of the high and low  prices of the  Common   Stock as of June 4, 2004,  as
      reported by the National Association of Securities Dealers OTCBB.



<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the 2004  Stock  Purchase  Plan  (the
"Plan") of HemaCare  Corporation  (the "Company") as specified by Rule 428(b)(1)
promulgated  by  the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"). These
documents  need  not be  filed  with  the  Commission  either  as  part  of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Securities Act Rule 424 in accordance with the Note to Part I of Form S-8. These
documents,  and the  documents  incorporated  by reference in this  Registration
Statement  pursuant  to  Item  3 of  Form  S-8,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following  documents,  previously  filed  by  the  Company  with  the
Commission, are incorporated herein by reference:

(a)   The  Company's  Annual  Report  on Form  10-K for its  fiscal  year  ended
      December 31, 2003, filed with the Commission on March 25, 2004;

(b)   The Company's Quarterly Report on Form 10-Q for the quarterly period ended
      March 31, 2004, filed with the Commission on May 14, 2004;

(c)   The Company's  Current  Report on Form 8-K,  filed with the  Commission on
      April 9, 2004; and

(d)   The  description of the Company's  Common Stock contained in the Company's
      Registration  Statement on Form 8-A, filed with the Commission on December
      8, 1986,  and any  amendment  or report  filed for the purpose of updating
      such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all securities  offered hereby have been sold or that deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any information  that is furnished in any document
incorporated or deemed to be incorporated by reference  herein,  but that is not
deemed "filed" under the Securities Act or the Exchange Act, is not incorporated
by reference herein. Any statement  contained herein or in a document,  all or a
portion  of which is  incorporated  or deemed to be  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this

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<PAGE>


Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 204 of the General Corporation Law of the State of California (the
"California Law") permits the limitation of the personal liability of a director
for monetary  damages in an action brought by or in the right of the corporation
for breach of a director's duties to the corporation and its shareholders  under
certain conditions and subject to certain limitations.

      Section  317  of  the  California  Law  (i)  permits   indemnification  of
directors, officers, employees and other agents of the corporation under certain
conditions  and  subject  to  certain  limitations  and (ii)  provides  that the
corporation  has the power to purchase and  maintain  insurance on behalf of its
directors,  officers,  employees and other agents against any liability asserted
against or incurred by them in such  capacity or arising out of their  status as
such.

      Article Five of the Restated  Articles of  Incorporation of the Registrant
provides as follows:

            (a)  Limitation  of  Directors'  Liability.  The  liability  of  the
      directors of the corporation  for monetary  damages shall be eliminated to
      the fullest extent permissible under California law.

            (b)   Indemnification   of  Corporate  Agents.  The  corporation  is
      authorized  to provide,  whether by bylaw,  agreement or resolution of the
      board  of  directors  or   shareholders  of  the   corporation,   for  the
      indemnification  of agents (as  defined in Section  317 of the  California
      General  Corporation  Law) of the  corporation in excess of that expressly
      permitted by such Section 317, for breach of duty to the  corporation  and
      its shareholders to the fullest extent permissible under California law.

            (c)  Repeal or  Modification.  Any  repeal or  modification  of this
      Article Five by the  shareholders of the  corporation  shall not adversely
      affect any right or protection  of a director or agent of the  corporation
      existing at the time of such repeal or modification.

            Article VI of the Bylaws of the Company provides as follows:

      Section 6.1  INDEMNIFICATION  - THIRD PARTY  PROCEEDINGS.  The corporation
      shall indemnify any person (the  "Indemnitee") who is or was a party or is

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<PAGE>

      threatened to be made a party to any  proceeding  (other than an action by
      or in the right of the  corporation to procure a judgment in its favor) by
      reason of the fact that  Indemnitee is or was a director or officer of the
      corporation, or any subsidiary of the corporation, and the corporation may
      indemnify  a person  who is or was a party or is  threatened  to be made a
      party to any  proceeding  (other  than an action by or in the right of the
      corporation to procure a judgment in its favor) by reason of the fact that
      such person is or was an employee or other agent of the  corporation  (the
      "Indemnitee  Agent")  by reason of any action or  inaction  on the part of
      Indemnitee or Indemnitee  Agent while an officer,  director or agent or by
      reason of the fact that  Indemnitee or Indemnitee  Agent is or was serving
      at the  request of the  corporation  as a director,  officer,  employee or
      agent of another corporation,  partnership,  joint venture, trust or other
      enterprise,   against  expenses   (including   subject  to  Section  6.19,
      attorneys'   fees   and  any   expenses   of   establishing   a  right  to
      indemnification  pursuant  to this  Article VI or under  California  law),
      judgments,  fines,  settlements (if such settlement is approved in advance
      by the corporation, which approval shall not be unreasonably withheld) and
      other amounts actually and reasonably incurred by Indemnitee or Indemnitee
      Agent in connection with such proceeding if Indemnitee or Indemnitee Agent
      acted  in good  faith  and in a  manner  Indemnitee  or  Indemnitee  Agent
      reasonably  believed to be in or not opposed to the best  interests of the
      corporation  and, in the case of a criminal  proceeding,  if Indemnitee or
      Indemnitee  Agent  had no  reasonable  cause to  believe  Indemnitee's  or
      Indemnitee Agent's conduct was unlawful. The termination of any proceeding
      by  judgment,  order,  settlement,  conviction  or  upon  a plea  of  nolo
      contendere or its  equivalent  shall not, of itself,  create a presumption
      that  Indemnitee  or  Indemnitee  Agent did not act in good faith and in a
      manner which Indemnitee or Indemnitee  Agent reasonably  believed to be in
      or not opposed to the best interests of the  corporation,  or with respect
      to  any  criminal  proceedings,   would  not  create  a  presumption  that
      Indemnitee  or  Indemnitee  Agent had  reasonable  cause to  believe  that
      Indemnitee's or Indemnitee Agent's conduct was unlawful.

      Section  6.2  INDEMNIFICATION  -  PROCEEDINGS  BY OR IN THE  RIGHT  OF THE
      CORPORATION.  The corporation shall indemnify Indemnitee and may indemnify
      Indemnitee Agent if Indemnitee,  or Indemnitee  Agent, as the case may be,
      was or is a party or is threatened  to be made a party to any  threatened,
      pending or completed  action by or in the right of the  corporation or any
      subsidiary of the corporation to procure a judgment in its favor by reason
      of the fact that  Indemnitee  or  Indemnitee  Agent is or was a  director,
      officer, employee or other agent of the corporation,  or any subsidiary of
      the  corporation,  by reason  of any  action  or  inaction  on the part of
      Indemnitee or Indemnitee  Agent while an officer,  director or agent or by
      reason of the fact that  Indemnitee or Indemnitee  Agent is or was serving
      at the  request of the  corporation  as a director,  officer,  employee or
      agent of another corporation,  partnership,  joint venture, trust or other
      enterprise,   against  expenses   (including   subject  to  Section  6.19,
      attorneys'   fees   and  any   expenses   of   establishing   a  right  to
      indemnification  pursuant to this Article VI or under California law) and,
      to the fullest extent  permitted by law,  amounts paid in  settlement,  in
      each case to the extent actually and reasonably  incurred by Indemnitee or

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      Indemnitee  Agent in  connection  with the  defense or  settlement  of the
      proceeding if Indemnitee or Indemnitee  Agent acted in good faith and in a
      manner  Indemnitee or Indemnitee Agent believed to be in or not opposed to
      the best interests of the corporation and its shareholders, except that no
      indemnification  shall be made with respect to any claim,  issue or matter
      to which  Indemnitee or Indemnitee  Agent shall have been adjudged to have
      been liable to the  corporation  in the  performance  of  Indemnitee's  or
      Indemnitee  Agent's duty to the corporation and its  shareholders,  unless
      and only to the extent that the court in which such  proceeding  is or was
      pending  shall  determine  upon  application  that,  in  view  of all  the
      circumstances  of the case,  Indemnitee or Indemnitee  Agent is fairly and
      reasonably  entitled to indemnity for expenses and then only to the extent
      that the court shall determine.

      Section 6.3 SUCCESSFUL DEFENSE ON MERITS. To the extent that Indemnitee or
      Indemnitee  Agent without  limitation has been successful on the merits in
      defense of any proceeding  referred to in Sections 6.1 or 6.2 above, or in
      defense of any  claim,  issue or matter  therein,  the  corporation  shall
      indemnify  Indemnitee or  Indemnitee  Agent  against  expenses  (including
      attorneys'  fees)  actually  and  reasonably  incurred  by  Indemnitee  or
      Indemnitee Agent in connection therewith.

      Section 6.4  CERTAIN  TERMS  DEFINED.  For  purposes  of this  Article VI,
      references to "other  enterprises"  shall include  employee benefit plans,
      references  to  "fines"  shall  include  any  excise  taxes   assessed  on
      Indemnitee or Indemnitee  Agent with respect to an employee  benefit plan,
      and references to "proceeding"  shall include any  threatened,  pending or
      completed action or proceeding, whether civil, criminal, administrative or
      investigative.   References  to  "corporation"   include  all  constituent
      corporations  absorbed  in a  consolidation  or  merger  as  well  as  the
      resulting  or  surviving  corporation,  so that any person who is or was a
      director,  officer,  employee,  or  other  agent  of  such  a  constituent
      corporation  or who,  being  or  having  been  such a  director,  officer,
      employee  or  other  agent  of  another  corporation,  partnership,  joint
      venture,  trust or other enterprise shall stand in the same position under
      the  provisions  of this  Article  VI with  respect  to the  resulting  or
      surviving  corporation  as such  person  would if he or she had served the
      resulting or surviving corporation in the same capacity.

      Section 6.5  ADVANCEMENT OF EXPENSES.  The  corporation  shall advance all
      expenses  incurred  by  Indemnitee  and may  advance  all or any  expenses
      incurred  by  Indemnitee  Agent  in  connection  with  the  investigation,
      defense,  settlement (excluding amounts actually paid in settlement of any
      action,  suit or  proceeding)  or appeal of any civil or criminal  action,
      suit or proceeding referenced in Sections 6.1 or 6.2 hereof. Indemnitee or
      Indemnitee Agent hereby undertakes to repay such amounts advanced only if,
      and to the extent that, it shall be determined  ultimately that Indemnitee
      or Indemnitee  Agent is not entitled to be indemnified by the  corporation
      as authorized  hereby.  The advances to be made hereunder shall be paid by
      the  corporation  (i) to  Indemnitee  within  twenty  (20) days  following
      delivery of a written request  therefor by Indemnitee to the  corporation;

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      and (ii) to Indemnitee  Agent within twenty (20) days  following the later
      of a written request  therefor by Indemnitee  Agent to the corporation and
      determination  by the corporation to advance  expenses to Indemnitee Agent
      pursuant to the corporation's discretionary authority hereunder.

      Section 6.6 NOTICE OF CLAIM. Indemnitee shall, as a condition precedent to
      his or her right to be  indemnified  under this Article VI, and Indemnitee
      Agent  shall,  as a  condition  precedent  to  his or  her  ability  to be
      indemnified under this Article VI, give the corporation  notice in writing
      as soon as practicable of any claim made against  Indemnitee or Indemnitee
      Agent,  as the case may be,  for  which  indemnification  will or could be
      sought under this Article VI. Notice to the corporation  shall be directed
      to the secretary of the  corporation at the principal  business  office of
      the corporation (or such other address as the corporation  shall designate
      in writing to  Indemnitee).  In addition,  Indemnitee or Indemnitee  Agent
      shall give the  corporation  such  information  and  cooperation as it may
      reasonably  require  and as shall be  within  Indemnitee's  or  Indemnitee
      Agent's power.

      Section  6.7  ENFORCEMENT  RIGHTS.  Any  indemnification  provided  for in
      Sections  6.1 or 6.2 or 6.3 shall be made no later  than  sixty  (60) days
      after receipt of the written request of Indemnitee.  If a claim or request
      under this Article VI, under any  statute,  or under any  provision of the
      corporation's  Articles of Incorporation  providing for indemnification is
      not paid by the  corporation,  or on its  behalf,  within  sixty (60) days
      after  written  request  for  payment  thereof  has been  received  by the
      corporation,  Indemnitee may, but need not, at any time  thereafter  bring
      suit against the  corporation to recover the unpaid amount of the claim or
      request, and subject to Section 6.19, Indemnitee shall also be entitled to
      be paid for the  expenses  (including  attorneys'  fees) of bringing  such
      action.  It shall be a defense to any such  action  (other  than an action
      brought to enforce a claim for expenses  incurred in  connection  with any
      action,  suit or  proceeding  in  advance of its final  disposition)  that
      Indemnitee  has not met the standards of conduct which make it permissible
      under  applicable law for the corporation to indemnify  Indemnitee for the
      amount  claimed,  but the burden of proving such  defense  shall be on the
      corporation,  and Indemnitee shall be entitled to receive interim payments
      of expenses  pursuant to Section 6.5 unless and until such  defense may be
      finally  adjudicated by court order or judgment for which no further right
      of appeal  exists.  The  parties  hereto  intend  that if the  corporation
      contests   Indemnitee's   right  to   indemnification,   the  question  of
      Indemnitee's right to  indemnification  shall be a decision for the court,
      and no presumption  regarding whether the applicable standard has been met
      will arise based on any  determination or lack of determination of such by
      the corporation (including its Board or any subgroup thereof,  independent
      legal  counsel or its  shareholders).  The board of directors  may, in its
      discretion,  provide by  resolution  for similar or identical  enforcement
      rights for any Indemnitee Agent.

      Section 6.8 ASSUMPTION OF DEFENSE.  In the event the corporation  shall be
      obligated to pay the expenses of any proceeding  against the Indemnitee or
      Indemnitee  Agent,  as the case may be, the  corporation,  if appropriate,

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      shall be entitled to assume the defense of such  proceeding  with  counsel
      approved by Indemnitee or Indemnitee  Agent,  which  approval shall not be
      unreasonably withheld, upon the delivery to Indemnitee or Indemnitee Agent
      of written notice of its election so to do. After delivery of such notice,
      approval  of such  counsel  by  Indemnitee  or  Indemnitee  Agent  and the
      retention of such counsel by the corporation,  the corporation will not be
      liable to  Indemnitee  or  Indemnitee  Agent under this Article VI for any
      fees of counsel  subsequently  incurred by Indemnitee or Indemnitee  Agent
      with respect to the same proceeding,  unless (i) the employment of counsel
      by Indemnitee or Indemnitee Agent is authorized by the  corporation,  (ii)
      Indemnitee or Indemnitee Agent shall have reasonably  concluded that there
      may be a conflict of interest of such counsel  retained by the corporation
      between the corporation and Indemnitee or Indemnitee  Agent in the conduct
      of such  defense,  or (iii)  the  corporation  ceases  or  terminates  the
      employment of such counsel with respect to the defense of such proceeding,
      in any of which  events  then the fees and  expenses  of  Indemnitee's  or
      Indemnitee Agent's counsel shall be at the expense of the corporation.  At
      all times,  Indemnitee or Indemnitee  Agent shall have the right to employ
      other counsel in any such proceeding at Indemnitee's or Indemnitee Agent's
      expense.

      Section 6.9 APPROVAL OF EXPENSES. No expenses for which indemnity shall be
      sought under this Article VI, other than those in respect of judgments and
      verdicts actually rendered, shall be incurred without the prior consent of
      the corporation, which consent shall not be unreasonably withheld.

      Section 6.10  SUBROGATION.  In the event of payment under this Article VI,
      the  corporation  shall be subrogated to the extent of such payment to all
      of the rights of recovery of the Indemnitee or Indemnitee Agent, who shall
      do all things that may be necessary to secure such rights,  including  the
      execution  of  such   documents   necessary  to  enable  the   corporation
      effectively to bring suit to enforce such rights.

      Section 6.11 EXCEPTIONS. Notwithstanding any other provision herein to the
      contrary,  the corporation shall not be obligated pursuant to this Article
      VI:

          (a) Excluded Acts. To indemnify  Indemnitee (i) as to circumstances in
      which  indemnity is expressly  prohibited  pursuant to California  law, or
      (ii) for any acts or omissions or  transactions  from which a director may
      not be relieved of liability pursuant to California law; or

          (b) Claims  Initiated by Indemnitee.  To indemnify or advance expenses
      to Indemnitee  with respect to proceedings or claims  initiated or brought
      voluntarily by Indemnitee  and not by way of defense,  except with respect
      to proceedings  brought to establish or enforce a right to indemnification
      under this Article VI or any other statute or law or as otherwise required
      under the Corporations  Code of California,  but such  indemnification  or
      advancement  of expenses  may be provided by the  corporation  in specific
      cases if the board of directors has approved the initiation or bringing of
      such suit; or

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          (c) Lack of Good  Faith.  To  indemnify  Indemnitee  for any  expenses
      incurred by the Indemnitee  with respect to any  proceeding  instituted by
      Indemnitee  to  enforce  or  interpret  this  Article  VI,  if a court  of
      competent  jurisdiction  determines  that such  proceeding was not made in
      good faith or was frivolous; or

          (d)  Insured   Claims.   To  indemnify   Indemnitee  for  expenses  or
      liabilities  of any  type  whatsoever  (including,  but  not  limited  to,
      judgments,  fines,  ERISA excise taxes or  penalties,  and amounts paid in
      settlement)  which have been paid  directly to  Indemnitee by an insurance
      carrier under a policy of officers'  and  directors'  liability  insurance
      maintained by the corporation; or

          (e) Claims Under Section 16(b).  To indemnify  Indemnitee for expenses
      and  the  payment  of  profits  arising  from  the  purchase  and  sale by
      Indemnitee of  securities in violation of Section 16(b) of the  Securities
      Exchange Act of 1934, as amended, or any similar successor statute.

      Section 6.12 PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any
      provision of this Article VI to  indemnification  by the  corporation  for
      some or a portion of the expenses,  judgments, fines or penalties actually
      or reasonably  incurred by the Indemnitee in the  investigation,  defense,
      appeal or settlement of any civil or criminal action,  suit or proceeding,
      but not,  however,  for the total amount thereof,  the  corporation  shall
      nevertheless  indemnify  Indemnitee  for the  portion  of  such  expenses,
      judgments, fines or penalties to which Indemnitee is entitled.

      Section 6.13 COVERAGE.  This Article VI shall, to the extent  permitted by
      law, apply to acts or omissions of (i) Indemnitee  which occurred prior to
      the adoption of this Article VI if Indemnitee was a director or officer of
      the  corporation  or was  serving at the request of the  corporation  as a
      director or officer of another  corporation,  partnership,  joint venture,
      trust or other enterprise,  at the time such act or omission occurred; and
      (ii) Indemnitee Agent which occurred prior to the adoption of this Article
      VI if Indemnitee  Agent was an employee or other agent of the  corporation
      or was serving at the request of the  corporation  as an employee or agent
      of  another  corporation,  partnership,  joint  venture,  trust  or  other
      enterprise  at the time  such act or  omission  occurred.  All  rights  to
      indemnification  under this Article VI shall be deemed to be provided by a
      contract   between  the  corporation  and  the  Indemnitee  in  which  the
      corporation  hereby agrees to indemnify  Indemnitee to the fullest  extent
      permitted  by  law,  notwithstanding  that  such  indemnification  is  not
      specifically  authorized by the  corporation's  Articles of Incorporation,
      these Bylaws or by statute.  Any repeal or  modification  of these Bylaws,
      the Corporations  Code of California or any other applicable law shall not
      affect any rights or obligations  then existing under this Article VI. The
      provisions  of  this  Article  VI  shall  continue  as to  Indemnitee  and
      Indemnitee  Agent for any action  taken or not taken  while  serving in an
      indemnified  capacity even though the  Indemnitee or Indemnitee  Agent may
      have ceased to serve in such  capacity at the time of any action,  suit or
      other  covered  proceeding.  This  Article  VI shall be  binding  upon the

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      corporation  and its successors and assigns and shall inure to the benefit
      of Indemnitee and Indemnitee Agent and Indemnitee's and Indemnitee Agent's
      estate, heirs, legal representatives and assigns.

      Section 6.14  NON-EXCLUSIVITY.  Nothing herein shall be deemed to diminish
      or otherwise  restrict any rights to which  Indemnitee or Indemnitee Agent
      may be entitled under the corporation's  Articles of Incorporation,  these
      Bylaws,   any  agreement,   any  vote  of  shareholders  or  disinterested
      directors, or under the laws of the State of California.

      Section  6.15  SEVERABILITY.  Nothing in this  Article VI is  intended  to
      require or shall be construed as requiring the  corporation  to do or fail
      to do any act in  violation of  applicable  law. If this Article VI or any
      portion  hereof  shall  be  invalidated  on any  ground  by any  court  of
      competent jurisdiction,  then the corporation shall nevertheless indemnify
      Indemnitee  or  Indemnitee  Agent to the fullest  extent  permitted by any
      applicable   portion  of  this   Article  VI  that  shall  not  have  been
      invalidated.

      Section 6.16 MUTUAL  ACKNOWLEDGMENT.  Both the  corporation and Indemnitee
      acknowledge that in certain  instances,  Federal law or applicable  public
      policy may prohibit the corporation  from  indemnifying  its directors and
      officers under this Article VI or otherwise.  Indemnitee  understands  and
      acknowledges that the corporation has undertaken or may be required in the
      future to undertake with the Securities and Exchange  Commission to submit
      the question of indemnification to a court in certain  circumstances for a
      determination of the corporation's  right under public policy to indemnify
      Indemnitee.

      Section 6.17 OFFICER AND DIRECTOR  LIABILITY  INSURANCE.  The  corporation
      shall, from time to time, make the good faith determination whether or not
      it is practicable  for the  corporation to obtain and maintain a policy or
      policies of insurance with  reputable  insurance  companies  providing the
      officers and  directors of the  corporation  with coverage for losses from
      wrongful  acts,  or  to  ensure  the  corporation's   performance  of  its
      indemnification   obligations   under  this   Article   VI.   Among  other
      considerations,  the  corporation  will weigh the costs of obtaining  such
      insurance  coverage  against the  protection  afforded  by such  coverage.
      Notwithstanding the foregoing, the corporation shall have no obligation to
      obtain or maintain such  insurance if the  corporation  determines in good
      faith that such  insurance  is not  reasonably  available,  if the premium
      costs for such  insurance are  disproportionate  to the amount of coverage
      provided,  if the  coverage  provided  by such  insurance  is  limited  by
      exclusions so as to provide an insufficient  benefit,  or if Indemnitee is
      covered by similar  insurance  maintained by a subsidiary or parent of the
      corporation.

      Section  6.18  NOTICE TO  INSURERS.  If, at the time of the  receipt  of a
      notice of a claim  pursuant  to Section 6.6 hereof,  the  corporation  has
      director and officer liability  insurance in effect, the corporation shall
      give prompt notice of the  commencement of such proceeding to the insurers
      in accordance  with the procedures  set forth in the respective  policies.
      The corporation shall thereafter take all necessary or desirable action to

                                       8
<PAGE>

      cause such  insurers  to pay,  on behalf of the  Indemnitee,  all  amounts
      payable as a result of such  proceeding  in  accordance  with the terms of
      such policies.

      Section 6.19  ATTORNEYS'  FEES. In the event that any action is instituted
      by  Indemnitee  under this Article VI to enforce or  interpret  any of the
      terms hereof,  Indemnitee shall be entitled to be paid all court costs and
      expenses,  including  reasonable  attorneys' fees,  incurred by Indemnitee
      with respect to such action, unless as a part of such action, the court of
      competent  jurisdiction  determines  that the action was not instituted in
      good faith or was frivolous. In the event of an action instituted by or in
      the name of the  corporation  under  this  Article  VI, or to  enforce  or
      interpret  any of the  terms  of this  Article  VI,  Indemnitee  shall  be
      entitled to be paid all court  costs and  expenses,  including  attorneys'
      fees,  incurred by  Indemnitee in defense of such action  (including  with
      respect  to  Indemnitee's  counterclaims  and  cross-claims  made  in such
      action),  unless  as a part of  such  action  the  court  determines  that
      Indemnitee's  defenses  to such action were not made in good faith or were
      frivolous.  The board of  directors  may,  in its  discretion,  provide by
      resolution for payment of such attorneys' fees to any Indemnitee Agent.

      Section  6.20   NOTICE.   All   notices,   requests,   demands  and  other
      communications  under this  Article  VI shall be in  writing  and shall be
      deemed  duly  given  (i) if  delivered  by hand and  receipted  for by the
      addressee,  on the date of such  receipt,  or (ii) if mailed  by  domestic
      certified or registered mail with postage  prepaid,  on the third business
      day after the date postmarked.

            The Company has entered into an agreement with each of its directors
and certain of its officers indemnifying them to the fullest extent permitted by
applicable law.

            The Company  maintains  an  insurance  policy  pursuant to which the
directors and certain officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims,  actions, suits or proceedings,  and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings,  which may be  brought  against  them by  reason of their  being or
having been such directors or officers.

Item 7.     Exemption from Registration Claimed.

            Not applicable.




                                       9
<PAGE>



Item 8.     Exhibits.

   Exhibit
   Number                      Description of Exhibit
   ------                      ----------------------
     3.1      Restated  Articles  of  Incorporation   (incorporated  by
              reference to Exhibit 3.1 to the  Company's  Annual  Report on Form
              10-K for the year ended December 31, 2002).

     3.2      Amended and Restated Bylaws  (incorporated by reference to Exhibit
              3.1 to the  Company's  Current  Report on Form 8-K filed  with the
              Commission on February 20, 2003).

     5.1      Opinion of Sheppard, Mullin, Richter & Hampton LLP.

    23.1      Consent of Ernst & Young LLP.

    23.2      Consent of Sheppard, Mullin, Richter & Hampton LLP
              (included in its opinion filed as Exhibit 5.1).

    24.1      Power of Attorney (See page 13).

Item 9.     Undertakings.

            (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
            being  made,  a  post-effective   amendment  to  this   Registration
            Statement:

                        (i)  To  include  any  prospectus  required  by  Section
            10(a)(3) of the Securities Act of 1933;

                        (ii) To  reflect in the  prospectus  any facts or events
            arising after the effective date of this Registration  Statement (or
            the   most   recent   post-effective   amendment   thereof)   which,
            individually or in the aggregate,  represent a fundamental change in
            the   information   set  forth  in  this   Registration   Statement.
            Notwithstanding the foregoing, any increase or decrease in volume of
            securities  offered (if the total dollar value of securities offered
            would not exceed that which was  registered)  and any deviation from
            the low or high end of the estimated  maximum  offering range may be
            reflected  in the  form of  prospectus  filed  with  the  Commission
            pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
            and price  represent no more than a 20 percent change in the maximum
            aggregate   offering  price  set  forth  in  the   "Calculation   of
            Registration Fee" table in the effective registration statement; and

                        (iii) To include any material  information  with respect
            to the  plan  of  distribution  not  previously  disclosed  in  this
            Registration Statement or any material change to such information in
            this Registration Statement;

                                       10
<PAGE>

                        Provided,   however,   that  paragraphs   (a)(1)(i)  and
            (a)(1)(ii) do not apply if the  information  required to be included
            in a  post-effective  amendment by those  paragraphs is contained in
            periodic  reports  filed with or furnished to the  Commission by the
            registrant  pursuant  to  Section  13 or  15(d)  of  the  Securities
            Exchange  Act of 1934 that are  incorporated  by  reference  in this
            Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
            the Securities Act of 1933, each such post-effective amendment shall
            be  deemed  to be a  new  registration  statement  relating  to  the
            securities  offered therein,  and the offering of such securities at
            that  time  shall be  deemed to be the  initial  bona fide  offering
            thereof.

                  (3) To remove from  registration by means of a  post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

            (b) The undersigned  registrant hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange  Act (and,  where  applicable,  each  filing of an employee
benefit  plan's  annual  report  pursuant  to  Section  15(d) of the  Securities
Exchange Act of 1934) that is  incorporated  by  reference in this  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as  indemnification  for  liabilities  arising under the
Securities  Act of 1933 may be permitted to  directors,  executive  officers and
controlling  persons of the registrant  pursuant to the provisions  described in
Item 6 above, or otherwise,  the registrant has been advised that in the opinion
of the Commission such  indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.




                                       11
<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Woodland  Hills,  State of  California,  on June 10,
2004.


                                      HEMACARE CORPORATION

                                      By  /s/ Judi Irving
                                          --------------------------------------
                                          Judi Irving,
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)





                                       12
<PAGE>



                                POWER OF ATTORNEY

                        FILING OF REGISTRATION STATEMENT ON FORM S-8


            KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  of the  undersigned
directors and officers of HEMACARE  CORPORATION,  a California  corporation (the
"Company"),  hereby nominate and appoint Judi Irving and Robert S. Chilton,  and
each  of  them   acting  or   signing   singly,   as  his  or  her   agents  and
attorneys-in-fact  (the  "Agents"),  in his or her  respective  name  and in the
capacity or capacities indicated below to execute and/or file, with all exhibits
thereto,  and  other  documents  in  connection  therewith,  (1) a  registration
statement on Form S-8 under the  Securities Act of 1933, as amended (the "Act"),
in  connection  with the  registration  under the Act of shares of the Company's
Common  Stock  issuable  under the 1996  Stock  Incentive  Plan  (including  the
schedules and all exhibits and other documents filed therewith or constituting a
part thereof);  and (2) any one or more  amendments to any part of the foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

            Further,  the undersigned do hereby authorize and direct such agents
and  attorneys-in-fact  to take any and all actions and execute and file any and
all documents with the Securities and Exchange  Commission (the "SEC"), or state
regulatory agencies,  necessary, proper or convenient in their opinion to comply
with the Act and the  rules  and  regulations  or  orders  of the SEC,  or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any  requests  for  acceleration  of the  effective  date of  said  registration
statement,  to the end that the  registration  statement  of the  Company  shall
become effective under the Act and any other applicable law.

            Finally,  each of the  undersigned  does hereby ratify,  confirm and
approve  each and every act and  document  which the said  appointed  agents and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and  effect as though  such  action had been  taken or such  documents  had been
executed or filed by the undersigned respectively.

            This Power of Attorney  shall  remain in full force and effect until
revoked or superseded by written notice filed with the SEC.




                                       13
<PAGE>



      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

            Signature                        Title                   Date

/s/  Julian L. Steffenhagen       Chairman of the Board          June 10, 2004
------------------------------
Julian L. Steffenhagen


/s/  Judi Irving                  President and Chief            June 10, 2004
------------------------------    Executive Officer
Judi Irving                       (Principal Executive
                                  Officer) and Director


/s/  Robert S. Chilton            Executive Vice President       June 10, 2004
------------------------------    and Chief Financial
Robert S. Chilton                 Officer (Principal
                                  Financial and Accounting
                                  Officer)


/s/  Steven Gerber                Director                       June 10, 2004
------------------------------
Steven Gerber


/s/  Robert L. Johnson            Director                       June 10, 2004
------------------------------
Robert L. Johnson


/s/  Terry Van Der Tuuk           Director                       June 10, 2004
------------------------
Terry Van Der Tuuk





                                       14
<PAGE>



                                  EXHIBIT INDEX


     Exhibit      Description                                       Page
     -------      -----------                                       ----

       3.1        Restated Articles of Incorporation
                  (incorporated by reference to Exhibit 3.1 to
                  the Company's Annual Report on Form 10-K for
                  the year ended December 31, 2002).                 --

       3.2        Amended and Restated Bylaws (incorporated by
                  reference to Exhibit 3.1 to the Company's
                  Current Report on Form 8-K filed with the          --
                  Commission on February 20, 2003).

       5.1        Opinion of Sheppard, Mullin, Richter &             16
                  Hampton LLP.

      23.1        Consent of Ernst & Young LLP.                      18

      23.2        Consent of Sheppard, Mullin, Richter &
                  Hampton LLP (included in its opinion filed         16
                  as Exhibit 5.1).

      24.1        Power of Attorney.                                 13






                                       15
[{"type": "S-8", "sequence": "1", "filename": "hemacarejunes8.txt", "secsgml_size_bytes": 47174}]
{"company-data": {"conformed-name": "HEMACARE CORP /CA/", "cik": "0000801748", "assigned-sic": "8090", "irs-number": "953280412", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116405", "film-number": "04859021"}, "business-address": {"street1": "21101 OXNARD STREET", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "818-226-1968"}, "mail-address": {"street1": "21101 OXNARD STREEET", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367"}}
As filed with the Securities and Exchange Commission on June 10, 2004

                                                  Registration No. 333-_______

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

                               -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               -------------------

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

                California                                 95-3280412
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                               21101 Oxnard Street
                        Woodland Hills, California 91367
               (Address of principal executive offices) (Zip Code)

                            2004 STOCK PURCHASE PLAN
                            (Full title of the plan)

                                Robert S. Chilton
                             Chief Financial Officer
                              HemaCare Corporation
                               21101 Oxnard Street
                        Woodland Hills, California 91367
                     (Name and address of agent for service)

                                 (818) 226-1968
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum          Proposed maximum
Title of each class of        Amount to be registered      offering price per     aggregate offering price    Amount of registration
securities to be registered            (1)                     share (2)                     (2)                     fee (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock                 1,000,000 shares                $0.700                    $700,000                      $89
------------------------------------------------------------------------------------------------------------------------------------
(1)   In addition,  this Registration  Statement also covers such  indeterminate
      number of shares of Common Stock as may be issued pursuant to the employee
      benefit plan  described  herein as a result of the  adjustment  provisions
      thereof.

(2)   Pursuant to Rule 457(h),  the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon the average
      of the high and low  prices of the  Common   Stock as of June 4, 2004,  as
      reported by the National Association of Securities Dealers OTCBB.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the 2004  Stock  Purchase  Plan  (the
"Plan") of HemaCare  Corporation  (the "Company") as specified by Rule 428(b)(1)
promulgated  by  the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"). These
documents  need  not be  filed  with  the  Commission  either  as  part  of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Securities Act Rule 424 in accordance with the Note to Part I of Form S-8. These
documents,  and the  documents  incorporated  by reference in this  Registration
Statement  pursuant  to  Item  3 of  Form  S-8,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following  documents,  previously  filed  by  the  Company  with  the
Commission, are incorporated herein by reference:

(a)   The  Company's  Annual  Report  on Form  10-K for its  fiscal  year  ended
      December 31, 2003, filed with the Commission on March 25, 2004;

(b)   The Company's Quarterly Report on Form 10-Q for the quarterly period ended
      March 31, 2004, filed with the Commission on May 14, 2004;

(c)   The Company's  Current  Report on Form 8-K,  filed with the  Commission on
      April 9, 2004; and

(d)   The  description of the Company's  Common Stock contained in the Company's
      Registration  Statement on Form 8-A, filed with the Commission on December
      8, 1986,  and any  amendment  or report  filed for the purpose of updating
      such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all securities  offered hereby have been sold or that deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any information  that is furnished in any document
incorporated or deemed to be incorporated by reference  herein,  but that is not
deemed "filed" under the Securities Act or the Exchange Act, is not incorporated
by reference herein. Any statement  contained herein or in a document,  all or a
portion  of which is  incorporated  or deemed to be  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this

                                       1
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 204 of the General Corporation Law of the State of California (the
"California Law") permits the limitation of the personal liability of a director
for monetary  damages in an action brought by or in the right of the corporation
for breach of a director's duties to the corporation and its shareholders  under
certain conditions and subject to certain limitations.

      Section  317  of  the  California  Law  (i)  permits   indemnification  of
directors, officers, employees and other agents of the corporation under certain
conditions  and  subject  to  certain  limitations  and (ii)  provides  that the
corporation  has the power to purchase and  maintain  insurance on behalf of its
directors,  officers,  employees and other agents against any liability asserted
against or incurred by them in such  capacity or arising out of their  status as
such.

      Article Five of the Restated  Articles of  Incorporation of the Registrant
provides as follows:

            (a)  Limitation  of  Directors'  Liability.  The  liability  of  the
      directors of the corporation  for monetary  damages shall be eliminated to
      the fullest extent permissible under California law.

            (b)   Indemnification   of  Corporate  Agents.  The  corporation  is
      authorized  to provide,  whether by bylaw,  agreement or resolution of the
      board  of  directors  or   shareholders  of  the   corporation,   for  the
      indemnification  of agents (as  defined in Section  317 of the  California
      General  Corporation  Law) of the  corporation in excess of that expressly
      permitted by such Section 317, for breach of duty to the  corporation  and
      its shareholders to the fullest extent permissible under California law.

            (c)  Repeal or  Modification.  Any  repeal or  modification  of this
      Article Five by the  shareholders of the  corporation  shall not adversely
      affect any right or protection  of a director or agent of the  corporation
      existing at the time of such repeal or modification.

            Article VI of the Bylaws of the Company provides as follows:

      Section 6.1  INDEMNIFICATION  - THIRD PARTY  PROCEEDINGS.  The corporation
      shall indemnify any person (the  "Indemnitee") who is or was a party or is

                                       2
threatened to be made a party to any  proceeding  (other than an action by
      or in the right of the  corporation to procure a judgment in its favor) by
      reason of the fact that  Indemnitee is or was a director or officer of the
      corporation, or any subsidiary of the corporation, and the corporation may
      indemnify  a person  who is or was a party or is  threatened  to be made a
      party to any  proceeding  (other  than an action by or in the right of the
      corporation to procure a judgment in its favor) by reason of the fact that
      such person is or was an employee or other agent of the  corporation  (the
      "Indemnitee  Agent")  by reason of any action or  inaction  on the part of
      Indemnitee or Indemnitee  Agent while an officer,  director or agent or by
      reason of the fact that  Indemnitee or Indemnitee  Agent is or was serving
      at the  request of the  corporation  as a director,  officer,  employee or
      agent of another corporation,  partnership,  joint venture, trust or other
      enterprise,   against  expenses   (including   subject  to  Section  6.19,
      attorneys'   fees   and  any   expenses   of   establishing   a  right  to
      indemnification  pursuant  to this  Article VI or under  California  law),
      judgments,  fines,  settlements (if such settlement is approved in advance
      by the corporation, which approval shall not be unreasonably withheld) and
      other amounts actually and reasonably incurred by Indemnitee or Indemnitee
      Agent in connection with such proceeding if Indemnitee or Indemnitee Agent
      acted  in good  faith  and in a  manner  Indemnitee  or  Indemnitee  Agent
      reasonably  believed to be in or not opposed to the best  interests of the
      corporation  and, in the case of a criminal  proceeding,  if Indemnitee or
      Indemnitee  Agent  had no  reasonable  cause to  believe  Indemnitee's  or
      Indemnitee Agent's conduct was unlawful. The termination of any proceeding
      by  judgment,  order,  settlement,  conviction  or  upon  a plea  of  nolo
      contendere or its  equivalent  shall not, of itself,  create a presumption
      that  Indemnitee  or  Indemnitee  Agent did not act in good faith and in a
      manner which Indemnitee or Indemnitee  Agent reasonably  believed to be in
      or not opposed to the best interests of the  corporation,  or with respect
      to  any  criminal  proceedings,   would  not  create  a  presumption  that
      Indemnitee  or  Indemnitee  Agent had  reasonable  cause to  believe  that
      Indemnitee's or Indemnitee Agent's conduct was unlawful.

      Section  6.2  INDEMNIFICATION  -  PROCEEDINGS  BY OR IN THE  RIGHT  OF THE
      CORPORATION.  The corporation shall indemnify Indemnitee and may indemnify
      Indemnitee Agent if Indemnitee,  or Indemnitee  Agent, as the case may be,
      was or is a party or is threatened  to be made a party to any  threatened,
      pending or completed  action by or in the right of the  corporation or any
      subsidiary of the corporation to procure a judgment in its favor by reason
      of the fact that  Indemnitee  or  Indemnitee  Agent is or was a  director,
      officer, employee or other agent of the corporation,  or any subsidiary of
      the  corporation,  by reason  of any  action  or  inaction  on the part of
      Indemnitee or Indemnitee  Agent while an officer,  director or agent or by
      reason of the fact that  Indemnitee or Indemnitee  Agent is or was serving
      at the  request of the  corporation  as a director,  officer,  employee or
      agent of another corporation,  partnership,  joint venture, trust or other
      enterprise,   against  expenses   (including   subject  to  Section  6.19,
      attorneys'   fees   and  any   expenses   of   establishing   a  right  to
      indemnification  pursuant to this Article VI or under California law) and,
      to the fullest extent  permitted by law,  amounts paid in  settlement,  in
      each case to the extent actually and reasonably  incurred by Indemnitee or

                                       3
Indemnitee  Agent in  connection  with the  defense or  settlement  of the
      proceeding if Indemnitee or Indemnitee  Agent acted in good faith and in a
      manner  Indemnitee or Indemnitee Agent believed to be in or not opposed to
      the best interests of the corporation and its shareholders, except that no
      indemnification  shall be made with respect to any claim,  issue or matter
      to which  Indemnitee or Indemnitee  Agent shall have been adjudged to have
      been liable to the  corporation  in the  performance  of  Indemnitee's  or
      Indemnitee  Agent's duty to the corporation and its  shareholders,  unless
      and only to the extent that the court in which such  proceeding  is or was
      pending  shall  determine  upon  application  that,  in  view  of all  the
      circumstances  of the case,  Indemnitee or Indemnitee  Agent is fairly and
      reasonably  entitled to indemnity for expenses and then only to the extent
      that the court shall determine.

      Section 6.3 SUCCESSFUL DEFENSE ON MERITS. To the extent that Indemnitee or
      Indemnitee  Agent without  limitation has been successful on the merits in
      defense of any proceeding  referred to in Sections 6.1 or 6.2 above, or in
      defense of any  claim,  issue or matter  therein,  the  corporation  shall
      indemnify  Indemnitee or  Indemnitee  Agent  against  expenses  (including
      attorneys'  fees)  actually  and  reasonably  incurred  by  Indemnitee  or
      Indemnitee Agent in connection therewith.

      Section 6.4  CERTAIN  TERMS  DEFINED.  For  purposes  of this  Article VI,
      references to "other  enterprises"  shall include  employee benefit plans,
      references  to  "fines"  shall  include  any  excise  taxes   assessed  on
      Indemnitee or Indemnitee  Agent with respect to an employee  benefit plan,
      and references to "proceeding"  shall include any  threatened,  pending or
      completed action or proceeding, whether civil, criminal, administrative or
      investigative.   References  to  "corporation"   include  all  constituent
      corporations  absorbed  in a  consolidation  or  merger  as  well  as  the
      resulting  or  surviving  corporation,  so that any person who is or was a
      director,  officer,  employee,  or  other  agent  of  such  a  constituent
      corporation  or who,  being  or  having  been  such a  director,  officer,
      employee  or  other  agent  of  another  corporation,  partnership,  joint
      venture,  trust or other enterprise shall stand in the same position under
      the  provisions  of this  Article  VI with  respect  to the  resulting  or
      surviving  corporation  as such  person  would if he or she had served the
      resulting or surviving corporation in the same capacity.

      Section 6.5  ADVANCEMENT OF EXPENSES.  The  corporation  shall advance all
      expenses  incurred  by  Indemnitee  and may  advance  all or any  expenses
      incurred  by  Indemnitee  Agent  in  connection  with  the  investigation,
      defense,  settlement (excluding amounts actually paid in settlement of any
      action,  suit or  proceeding)  or appeal of any civil or criminal  action,
      suit or proceeding referenced in Sections 6.1 or 6.2 hereof. Indemnitee or
      Indemnitee Agent hereby undertakes to repay such amounts advanced only if,
      and to the extent that, it shall be determined  ultimately that Indemnitee
      or Indemnitee  Agent is not entitled to be indemnified by the  corporation
      as authorized  hereby.  The advances to be made hereunder shall be paid by
      the  corporation  (i) to  Indemnitee  within  twenty  (20) days  following
      delivery of a written request  therefor by Indemnitee to the  corporation;

                                       4
and (ii) to Indemnitee  Agent within twenty (20) days  following the later
      of a written request  therefor by Indemnitee  Agent to the corporation and
      determination  by the corporation to advance  expenses to Indemnitee Agent
      pursuant to the corporation's discretionary authority hereunder.

      Section 6.6 NOTICE OF CLAIM. Indemnitee shall, as a condition precedent to
      his or her right to be  indemnified  under this Article VI, and Indemnitee
      Agent  shall,  as a  condition  precedent  to  his or  her  ability  to be
      indemnified under this Article VI, give the corporation  notice in writing
      as soon as practicable of any claim made against  Indemnitee or Indemnitee
      Agent,  as the case may be,  for  which  indemnification  will or could be
      sought under this Article VI. Notice to the corporation  shall be directed
      to the secretary of the  corporation at the principal  business  office of
      the corporation (or such other address as the corporation  shall designate
      in writing to  Indemnitee).  In addition,  Indemnitee or Indemnitee  Agent
      shall give the  corporation  such  information  and  cooperation as it may
      reasonably  require  and as shall be  within  Indemnitee's  or  Indemnitee
      Agent's power.

      Section  6.7  ENFORCEMENT  RIGHTS.  Any  indemnification  provided  for in
      Sections  6.1 or 6.2 or 6.3 shall be made no later  than  sixty  (60) days
      after receipt of the written request of Indemnitee.  If a claim or request
      under this Article VI, under any  statute,  or under any  provision of the
      corporation's  Articles of Incorporation  providing for indemnification is
      not paid by the  corporation,  or on its  behalf,  within  sixty (60) days
      after  written  request  for  payment  thereof  has been  received  by the
      corporation,  Indemnitee may, but need not, at any time  thereafter  bring
      suit against the  corporation to recover the unpaid amount of the claim or
      request, and subject to Section 6.19, Indemnitee shall also be entitled to
      be paid for the  expenses  (including  attorneys'  fees) of bringing  such
      action.  It shall be a defense to any such  action  (other  than an action
      brought to enforce a claim for expenses  incurred in  connection  with any
      action,  suit or  proceeding  in  advance of its final  disposition)  that
      Indemnitee  has not met the standards of conduct which make it permissible
      under  applicable law for the corporation to indemnify  Indemnitee for the
      amount  claimed,  but the burden of proving such  defense  shall be on the
      corporation,  and Indemnitee shall be entitled to receive interim payments
      of expenses  pursuant to Section 6.5 unless and until such  defense may be
      finally  adjudicated by court order or judgment for which no further right
      of appeal  exists.  The  parties  hereto  intend  that if the  corporation
      contests   Indemnitee's   right  to   indemnification,   the  question  of
      Indemnitee's right to  indemnification  shall be a decision for the court,
      and no presumption  regarding whether the applicable standard has been met
      will arise based on any  determination or lack of determination of such by
      the corporation (including its Board or any subgroup thereof,  independent
      legal  counsel or its  shareholders).  The board of directors  may, in its
      discretion,  provide by  resolution  for similar or identical  enforcement
      rights for any Indemnitee Agent.

      Section 6.8 ASSUMPTION OF DEFENSE.  In the event the corporation  shall be
      obligated to pay the expenses of any proceeding  against the Indemnitee or
      Indemnitee  Agent,  as the case may be, the  corporation,  if appropriate,

                                       5
shall be entitled to assume the defense of such  proceeding  with  counsel
      approved by Indemnitee or Indemnitee  Agent,  which  approval shall not be
      unreasonably withheld, upon the delivery to Indemnitee or Indemnitee Agent
      of written notice of its election so to do. After delivery of such notice,
      approval  of such  counsel  by  Indemnitee  or  Indemnitee  Agent  and the
      retention of such counsel by the corporation,  the corporation will not be
      liable to  Indemnitee  or  Indemnitee  Agent under this Article VI for any
      fees of counsel  subsequently  incurred by Indemnitee or Indemnitee  Agent
      with respect to the same proceeding,  unless (i) the employment of counsel
      by Indemnitee or Indemnitee Agent is authorized by the  corporation,  (ii)
      Indemnitee or Indemnitee Agent shall have reasonably  concluded that there
      may be a conflict of interest of such counsel  retained by the corporation
      between the corporation and Indemnitee or Indemnitee  Agent in the conduct
      of such  defense,  or (iii)  the  corporation  ceases  or  terminates  the
      employment of such counsel with respect to the defense of such proceeding,
      in any of which  events  then the fees and  expenses  of  Indemnitee's  or
      Indemnitee Agent's counsel shall be at the expense of the corporation.  At
      all times,  Indemnitee or Indemnitee  Agent shall have the right to employ
      other counsel in any such proceeding at Indemnitee's or Indemnitee Agent's
      expense.

      Section 6.9 APPROVAL OF EXPENSES. No expenses for which indemnity shall be
      sought under this Article VI, other than those in respect of judgments and
      verdicts actually rendered, shall be incurred without the prior consent of
      the corporation, which consent shall not be unreasonably withheld.

      Section 6.10  SUBROGATION.  In the event of payment under this Article VI,
      the  corporation  shall be subrogated to the extent of such payment to all
      of the rights of recovery of the Indemnitee or Indemnitee Agent, who shall
      do all things that may be necessary to secure such rights,  including  the
      execution  of  such   documents   necessary  to  enable  the   corporation
      effectively to bring suit to enforce such rights.

      Section 6.11 EXCEPTIONS. Notwithstanding any other provision herein to the
      contrary,  the corporation shall not be obligated pursuant to this Article
      VI:

          (a) Excluded Acts. To indemnify  Indemnitee (i) as to circumstances in
      which  indemnity is expressly  prohibited  pursuant to California  law, or
      (ii) for any acts or omissions or  transactions  from which a director may
      not be relieved of liability pursuant to California law; or

          (b) Claims  Initiated by Indemnitee.  To indemnify or advance expenses
      to Indemnitee  with respect to proceedings or claims  initiated or brought
      voluntarily by Indemnitee  and not by way of defense,  except with respect
      to proceedings  brought to establish or enforce a right to indemnification
      under this Article VI or any other statute or law or as otherwise required
      under the Corporations  Code of California,  but such  indemnification  or
      advancement  of expenses  may be provided by the  corporation  in specific
      cases if the board of directors has approved the initiation or bringing of
      such suit; or

                                       6
(c) Lack of Good  Faith.  To  indemnify  Indemnitee  for any  expenses
      incurred by the Indemnitee  with respect to any  proceeding  instituted by
      Indemnitee  to  enforce  or  interpret  this  Article  VI,  if a court  of
      competent  jurisdiction  determines  that such  proceeding was not made in
      good faith or was frivolous; or

          (d)  Insured   Claims.   To  indemnify   Indemnitee  for  expenses  or
      liabilities  of any  type  whatsoever  (including,  but  not  limited  to,
      judgments,  fines,  ERISA excise taxes or  penalties,  and amounts paid in
      settlement)  which have been paid  directly to  Indemnitee by an insurance
      carrier under a policy of officers'  and  directors'  liability  insurance
      maintained by the corporation; or

          (e) Claims Under Section 16(b).  To indemnify  Indemnitee for expenses
      and  the  payment  of  profits  arising  from  the  purchase  and  sale by
      Indemnitee of  securities in violation of Section 16(b) of the  Securities
      Exchange Act of 1934, as amended, or any similar successor statute.

      Section 6.12 PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any
      provision of this Article VI to  indemnification  by the  corporation  for
      some or a portion of the expenses,  judgments, fines or penalties actually
      or reasonably  incurred by the Indemnitee in the  investigation,  defense,
      appeal or settlement of any civil or criminal action,  suit or proceeding,
      but not,  however,  for the total amount thereof,  the  corporation  shall
      nevertheless  indemnify  Indemnitee  for the  portion  of  such  expenses,
      judgments, fines or penalties to which Indemnitee is entitled.

      Section 6.13 COVERAGE.  This Article VI shall, to the extent  permitted by
      law, apply to acts or omissions of (i) Indemnitee  which occurred prior to
      the adoption of this Article VI if Indemnitee was a director or officer of
      the  corporation  or was  serving at the request of the  corporation  as a
      director or officer of another  corporation,  partnership,  joint venture,
      trust or other enterprise,  at the time such act or omission occurred; and
      (ii) Indemnitee Agent which occurred prior to the adoption of this Article
      VI if Indemnitee  Agent was an employee or other agent of the  corporation
      or was serving at the request of the  corporation  as an employee or agent
      of  another  corporation,  partnership,  joint  venture,  trust  or  other
      enterprise  at the time  such act or  omission  occurred.  All  rights  to
      indemnification  under this Article VI shall be deemed to be provided by a
      contract   between  the  corporation  and  the  Indemnitee  in  which  the
      corporation  hereby agrees to indemnify  Indemnitee to the fullest  extent
      permitted  by  law,  notwithstanding  that  such  indemnification  is  not
      specifically  authorized by the  corporation's  Articles of Incorporation,
      these Bylaws or by statute.  Any repeal or  modification  of these Bylaws,
      the Corporations  Code of California or any other applicable law shall not
      affect any rights or obligations  then existing under this Article VI. The
      provisions  of  this  Article  VI  shall  continue  as to  Indemnitee  and
      Indemnitee  Agent for any action  taken or not taken  while  serving in an
      indemnified  capacity even though the  Indemnitee or Indemnitee  Agent may
      have ceased to serve in such  capacity at the time of any action,  suit or
      other  covered  proceeding.  This  Article  VI shall be  binding  upon the

                                       7
corporation  and its successors and assigns and shall inure to the benefit
      of Indemnitee and Indemnitee Agent and Indemnitee's and Indemnitee Agent's
      estate, heirs, legal representatives and assigns.

      Section 6.14  NON-EXCLUSIVITY.  Nothing herein shall be deemed to diminish
      or otherwise  restrict any rights to which  Indemnitee or Indemnitee Agent
      may be entitled under the corporation's  Articles of Incorporation,  these
      Bylaws,   any  agreement,   any  vote  of  shareholders  or  disinterested
      directors, or under the laws of the State of California.

      Section  6.15  SEVERABILITY.  Nothing in this  Article VI is  intended  to
      require or shall be construed as requiring the  corporation  to do or fail
      to do any act in  violation of  applicable  law. If this Article VI or any
      portion  hereof  shall  be  invalidated  on any  ground  by any  court  of
      competent jurisdiction,  then the corporation shall nevertheless indemnify
      Indemnitee  or  Indemnitee  Agent to the fullest  extent  permitted by any
      applicable   portion  of  this   Article  VI  that  shall  not  have  been
      invalidated.

      Section 6.16 MUTUAL  ACKNOWLEDGMENT.  Both the  corporation and Indemnitee
      acknowledge that in certain  instances,  Federal law or applicable  public
      policy may prohibit the corporation  from  indemnifying  its directors and
      officers under this Article VI or otherwise.  Indemnitee  understands  and
      acknowledges that the corporation has undertaken or may be required in the
      future to undertake with the Securities and Exchange  Commission to submit
      the question of indemnification to a court in certain  circumstances for a
      determination of the corporation's  right under public policy to indemnify
      Indemnitee.

      Section 6.17 OFFICER AND DIRECTOR  LIABILITY  INSURANCE.  The  corporation
      shall, from time to time, make the good faith determination whether or not
      it is practicable  for the  corporation to obtain and maintain a policy or
      policies of insurance with  reputable  insurance  companies  providing the
      officers and  directors of the  corporation  with coverage for losses from
      wrongful  acts,  or  to  ensure  the  corporation's   performance  of  its
      indemnification   obligations   under  this   Article   VI.   Among  other
      considerations,  the  corporation  will weigh the costs of obtaining  such
      insurance  coverage  against the  protection  afforded  by such  coverage.
      Notwithstanding the foregoing, the corporation shall have no obligation to
      obtain or maintain such  insurance if the  corporation  determines in good
      faith that such  insurance  is not  reasonably  available,  if the premium
      costs for such  insurance are  disproportionate  to the amount of coverage
      provided,  if the  coverage  provided  by such  insurance  is  limited  by
      exclusions so as to provide an insufficient  benefit,  or if Indemnitee is
      covered by similar  insurance  maintained by a subsidiary or parent of the
      corporation.

      Section  6.18  NOTICE TO  INSURERS.  If, at the time of the  receipt  of a
      notice of a claim  pursuant  to Section 6.6 hereof,  the  corporation  has
      director and officer liability  insurance in effect, the corporation shall
      give prompt notice of the  commencement of such proceeding to the insurers
      in accordance  with the procedures  set forth in the respective  policies.
      The corporation shall thereafter take all necessary or desirable action to

                                       8
cause such  insurers  to pay,  on behalf of the  Indemnitee,  all  amounts
      payable as a result of such  proceeding  in  accordance  with the terms of
      such policies.

      Section 6.19  ATTORNEYS'  FEES. In the event that any action is instituted
      by  Indemnitee  under this Article VI to enforce or  interpret  any of the
      terms hereof,  Indemnitee shall be entitled to be paid all court costs and
      expenses,  including  reasonable  attorneys' fees,  incurred by Indemnitee
      with respect to such action, unless as a part of such action, the court of
      competent  jurisdiction  determines  that the action was not instituted in
      good faith or was frivolous. In the event of an action instituted by or in
      the name of the  corporation  under  this  Article  VI, or to  enforce  or
      interpret  any of the  terms  of this  Article  VI,  Indemnitee  shall  be
      entitled to be paid all court  costs and  expenses,  including  attorneys'
      fees,  incurred by  Indemnitee in defense of such action  (including  with
      respect  to  Indemnitee's  counterclaims  and  cross-claims  made  in such
      action),  unless  as a part of  such  action  the  court  determines  that
      Indemnitee's  defenses  to such action were not made in good faith or were
      frivolous.  The board of  directors  may,  in its  discretion,  provide by
      resolution for payment of such attorneys' fees to any Indemnitee Agent.

      Section  6.20   NOTICE.   All   notices,   requests,   demands  and  other
      communications  under this  Article  VI shall be in  writing  and shall be
      deemed  duly  given  (i) if  delivered  by hand and  receipted  for by the
      addressee,  on the date of such  receipt,  or (ii) if mailed  by  domestic
      certified or registered mail with postage  prepaid,  on the third business
      day after the date postmarked.

            The Company has entered into an agreement with each of its directors
and certain of its officers indemnifying them to the fullest extent permitted by
applicable law.

            The Company  maintains  an  insurance  policy  pursuant to which the
directors and certain officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims,  actions, suits or proceedings,  and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings,  which may be  brought  against  them by  reason of their  being or
having been such directors or officers.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

                                       9
Item 8.     Exhibits.

   Exhibit
   Number                      Description of Exhibit
   ------                      ----------------------
     3.1      Restated  Articles  of  Incorporation   (incorporated  by
              reference to Exhibit 3.1 to the  Company's  Annual  Report on Form
              10-K for the year ended December 31, 2002).

     3.2      Amended and Restated Bylaws  (incorporated by reference to Exhibit
              3.1 to the  Company's  Current  Report on Form 8-K filed  with the
              Commission on February 20, 2003).

     5.1      Opinion of Sheppard, Mullin, Richter & Hampton LLP.

    23.1      Consent of Ernst & Young LLP.

    23.2      Consent of Sheppard, Mullin, Richter & Hampton LLP
              (included in its opinion filed as Exhibit 5.1).

    24.1      Power of Attorney (See page 13).

Item 9.     Undertakings.

            (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
            being  made,  a  post-effective   amendment  to  this   Registration
            Statement:

                        (i)  To  include  any  prospectus  required  by  Section
            10(a)(3) of the Securities Act of 1933;

                        (ii) To  reflect in the  prospectus  any facts or events
            arising after the effective date of this Registration  Statement (or
            the   most   recent   post-effective   amendment   thereof)   which,
            individually or in the aggregate,  represent a fundamental change in
            the   information   set  forth  in  this   Registration   Statement.
            Notwithstanding the foregoing, any increase or decrease in volume of
            securities  offered (if the total dollar value of securities offered
            would not exceed that which was  registered)  and any deviation from
            the low or high end of the estimated  maximum  offering range may be
            reflected  in the  form of  prospectus  filed  with  the  Commission
            pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
            and price  represent no more than a 20 percent change in the maximum
            aggregate   offering  price  set  forth  in  the   "Calculation   of
            Registration Fee" table in the effective registration statement; and

                        (iii) To include any material  information  with respect
            to the  plan  of  distribution  not  previously  disclosed  in  this
            Registration Statement or any material change to such information in
            this Registration Statement;

                                       10
Provided,   however,   that  paragraphs   (a)(1)(i)  and
            (a)(1)(ii) do not apply if the  information  required to be included
            in a  post-effective  amendment by those  paragraphs is contained in
            periodic  reports  filed with or furnished to the  Commission by the
            registrant  pursuant  to  Section  13 or  15(d)  of  the  Securities
            Exchange  Act of 1934 that are  incorporated  by  reference  in this
            Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
            the Securities Act of 1933, each such post-effective amendment shall
            be  deemed  to be a  new  registration  statement  relating  to  the
            securities  offered therein,  and the offering of such securities at
            that  time  shall be  deemed to be the  initial  bona fide  offering
            thereof.

                  (3) To remove from  registration by means of a  post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

            (b) The undersigned  registrant hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange  Act (and,  where  applicable,  each  filing of an employee
benefit  plan's  annual  report  pursuant  to  Section  15(d) of the  Securities
Exchange Act of 1934) that is  incorporated  by  reference in this  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as  indemnification  for  liabilities  arising under the
Securities  Act of 1933 may be permitted to  directors,  executive  officers and
controlling  persons of the registrant  pursuant to the provisions  described in
Item 6 above, or otherwise,  the registrant has been advised that in the opinion
of the Commission such  indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       11
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Woodland  Hills,  State of  California,  on June 10,
2004.

                                      HEMACARE CORPORATION

                                      By  /s/ Judi Irving
                                          --------------------------------------
                                          Judi Irving,
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

                                       12
POWER OF ATTORNEY

                        FILING OF REGISTRATION STATEMENT ON FORM S-8

            KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  of the  undersigned
directors and officers of HEMACARE  CORPORATION,  a California  corporation (the
"Company"),  hereby nominate and appoint Judi Irving and Robert S. Chilton,  and
each  of  them   acting  or   signing   singly,   as  his  or  her   agents  and
attorneys-in-fact  (the  "Agents"),  in his or her  respective  name  and in the
capacity or capacities indicated below to execute and/or file, with all exhibits
thereto,  and  other  documents  in  connection  therewith,  (1) a  registration
statement on Form S-8 under the  Securities Act of 1933, as amended (the "Act"),
in  connection  with the  registration  under the Act of shares of the Company's
Common  Stock  issuable  under the 1996  Stock  Incentive  Plan  (including  the
schedules and all exhibits and other documents filed therewith or constituting a
part thereof);  and (2) any one or more  amendments to any part of the foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

            Further,  the undersigned do hereby authorize and direct such agents
and  attorneys-in-fact  to take any and all actions and execute and file any and
all documents with the Securities and Exchange  Commission (the "SEC"), or state
regulatory agencies,  necessary, proper or convenient in their opinion to comply
with the Act and the  rules  and  regulations  or  orders  of the SEC,  or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any  requests  for  acceleration  of the  effective  date of  said  registration
statement,  to the end that the  registration  statement  of the  Company  shall
become effective under the Act and any other applicable law.

            Finally,  each of the  undersigned  does hereby ratify,  confirm and
approve  each and every act and  document  which the said  appointed  agents and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and  effect as though  such  action had been  taken or such  documents  had been
executed or filed by the undersigned respectively.

            This Power of Attorney  shall  remain in full force and effect until
revoked or superseded by written notice filed with the SEC.

                                       13
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

            Signature                        Title                   Date

/s/  Julian L. Steffenhagen       Chairman of the Board          June 10, 2004
------------------------------
Julian L. Steffenhagen

/s/  Judi Irving                  President and Chief            June 10, 2004
------------------------------    Executive Officer
Judi Irving                       (Principal Executive
                                  Officer) and Director

/s/  Robert S. Chilton            Executive Vice President       June 10, 2004
------------------------------    and Chief Financial
Robert S. Chilton                 Officer (Principal
                                  Financial and Accounting
                                  Officer)

/s/  Steven Gerber                Director                       June 10, 2004
------------------------------
Steven Gerber

/s/  Robert L. Johnson            Director                       June 10, 2004
------------------------------
Robert L. Johnson

/s/  Terry Van Der Tuuk           Director                       June 10, 2004
------------------------
Terry Van Der Tuuk

                                       14
EXHIBIT INDEX

     Exhibit      Description                                       Page
     -------      -----------                                       ----

       3.1        Restated Articles of Incorporation
                  (incorporated by reference to Exhibit 3.1 to
                  the Company's Annual Report on Form 10-K for
                  the year ended December 31, 2002).                 --

       3.2        Amended and Restated Bylaws (incorporated by
                  reference to Exhibit 3.1 to the Company's
                  Current Report on Form 8-K filed with the          --
                  Commission on February 20, 2003).

       5.1        Opinion of Sheppard, Mullin, Richter &             16
                  Hampton LLP.

      23.1        Consent of Ernst & Young LLP.                      18

      23.2        Consent of Sheppard, Mullin, Richter &
                  Hampton LLP (included in its opinion filed         16
                  as Exhibit 5.1).

      24.1        Power of Attorney.                                 13

                                       15