As filed with the Securities and Exchange Commission on March 29, 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)

                            1996 STOCK INCENTIVE 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

<table>
<caption>
                                                            Proposed maximum     Proposed maximum
Title of each class of       Amount to be registered       offering price per    aggregate offering       Amount of registration
securities to be registered             (1)                      share (2)              (2)                       fee (2)
---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                              <C>                 <C>                            <C>
 Common Stock, without par       1,250,000 shares                 $0.485              $606,250                       $77
                value

---------------------------------------------------------------------------------------------------------------------------------
</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 March 24,  2004,  as
     reported by the National Association of Securities Dealers OTCBB.
<PAGE>

                                EXPLANATORY NOTE

HemaCare Corporation (the "Company") hereby files this Registration Statement on
Form S-8 with the  Securities  and Exchange  Commission  (the  "Commission")  to
register 1,250,000  additional shares of the Company's Common Stock for issuance
pursuant to the  Company's  1996 Stock  Incentive  Plan (the  "Plan"),  and such
indeterminate number of additional shares as may become available under the Plan
as a  result  of the  adjustment  provisions  thereof.  On June  29,  1998,  the
shareholders of the Company  approved an amendment of the Plan,  which increased
from 750,000 to 1,400,000 the number of shares  available for issuance  pursuant
to the Plan.  On June 15,  2000,  the  shareholders  of the Company  approved an
amendment of the Plan, which increased from 1,400,000 to 2,000,000 the number of
shares available for issuance pursuant to the Plan.

                                     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 Plan of the Company as specified by Rule
428(b)(1)  promulgated by 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) All other reports filed  pursuant to Sections 13(a) or 15(d) of
         the Securities  Exchange Act of 1934, as amended,  since the end of the
         fiscal year covered by the annual report referred to in (a) above; and

             (c) The description of the Company's  Common Stock contained in the
         Company's  Registration  Statement on Form 8-A, dated December 5, 1986,
         filed with the  Commission,  and any  amendment or report filed for the
         purpose of updating such description.

                                      -1-
<PAGE>

        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
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

                                      -2-
<PAGE>

         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  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

                                      -3-
<PAGE>

         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  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.

                                      -4-
<PAGE>

         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; 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


                                      -5-
<PAGE>

         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, 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

                                      -6-
<PAGE>

             (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

             (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

                                      -7-
<PAGE>

         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
         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

                                      -8-
<PAGE>

         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 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  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.

                                      -9-
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
<table>
<caption>
    Exhibit
    Number                      Description of Exhibit                             Page
    ------                      ----------------------                             ----
<S>          <C>                                                                    <C>
     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.                    16

    23.1     Consent of Ernst & Young LLP.                                          18

    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).                                       --
</table>
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

                                      -10-
<PAGE>

             (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;

             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 March 29,
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.
<table>
<caption>
           Signature                                Title                          Date
           ---------                                -----                          ----

<S>                                       <C>                                <C>
/s/  Julian L. Steffenhagen               Chairman of the Board              March 29, 2004
----------------------------------
Julian L. Steffenhagen


/s/  Judi Irving                          President and Chief Executive      March 29, 2004
----------------------------------        Officer (Principal Executive
Judi Irving                               Officer) and Director


/s/  Robert S. Chilton                    Executive Vice President and       March 29, 2004
----------------------------------        Chief Financial Officer
Robert S. Chilton                         (Principal Financial and
                                          Accounting Officer)


/s/  Steven Gerber                        Director                           March 29, 2004
----------------------------------
Steven Gerber


/s/  Robert L. Johnson                    Director                           March 29, 2004
----------------------------------
Robert L. Johnson


                                          Director
----------------------------------
Terry Van Der Tuuk
</table>






                                      -14-
<PAGE>


                                  EXHIBIT INDEX

          Exhibit               Description
          -------               -----------

            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).













                                      -15-
[{"type": "S-8", "sequence": "1", "filename": "hemacares8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 48936}]
{"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": "333-114013", "film-number": "04697122"}, "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 March 29, 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)

                            1996 STOCK INCENTIVE 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       Amount of registration
securities to be registered             (1)                      share (2)              (2)                       fee (2)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, without par       1,250,000 shares                 $0.485              $606,250                       $77
                value

---------------------------------------------------------------------------------------------------------------------------------
(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 March 24,  2004,  as
     reported by the National Association of Securities Dealers OTCBB.
EXPLANATORY NOTE

HemaCare Corporation (the "Company") hereby files this Registration Statement on
Form S-8 with the  Securities  and Exchange  Commission  (the  "Commission")  to
register 1,250,000  additional shares of the Company's Common Stock for issuance
pursuant to the  Company's  1996 Stock  Incentive  Plan (the  "Plan"),  and such
indeterminate number of additional shares as may become available under the Plan
as a  result  of the  adjustment  provisions  thereof.  On June  29,  1998,  the
shareholders of the Company  approved an amendment of the Plan,  which increased
from 750,000 to 1,400,000 the number of shares  available for issuance  pursuant
to the Plan.  On June 15,  2000,  the  shareholders  of the Company  approved an
amendment of the Plan, which increased from 1,400,000 to 2,000,000 the number of
shares available for issuance pursuant to the Plan.

                                     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 Plan of the Company as specified by Rule
428(b)(1)  promulgated by 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) All other reports filed  pursuant to Sections 13(a) or 15(d) of
         the Securities  Exchange Act of 1934, as amended,  since the end of the
         fiscal year covered by the annual report referred to in (a) above; and

             (c) The description of the Company's  Common Stock contained in the
         Company's  Registration  Statement on Form 8-A, dated December 5, 1986,
         filed with the  Commission,  and any  amendment or report filed for the
         purpose of updating such description.

                                      -1-
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
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

                                      -2-
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  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

                                      -3-
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  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.

                                      -4-
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; 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

                                      -5-
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, 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

                                      -6-
(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

             (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

                                      -7-
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
         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

                                      -8-
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 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  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.

                                      -9-
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
    Number                      Description of Exhibit                             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 & Hampton LLP.                    16

    23.1     Consent of Ernst & Young LLP.                                          18

    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

                                      -10-
(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;

             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 March 29,
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              March 29, 2004
----------------------------------
Julian L. Steffenhagen

/s/  Judi Irving                          President and Chief Executive      March 29, 2004
----------------------------------        Officer (Principal Executive
Judi Irving                               Officer) and Director

/s/  Robert S. Chilton                    Executive Vice President and       March 29, 2004
----------------------------------        Chief Financial Officer
Robert S. Chilton                         (Principal Financial and
                                          Accounting Officer)

/s/  Steven Gerber                        Director                           March 29, 2004
----------------------------------
Steven Gerber

/s/  Robert L. Johnson                    Director                           March 29, 2004
----------------------------------
Robert L. Johnson

                                          Director
----------------------------------
Terry Van Der Tuuk
-14-
EXHIBIT INDEX

          Exhibit               Description
          -------               -----------

            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).

                                      -15-