As filed with the Securities and Exchange Commission on June 14, 2002.

                                               Registration No. 333-____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                ----------------

                                  IMMUCOR, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Georgia                                    22-2408354
              --------                                   -----------
  (State or Other Jurisdiction of                     (I.R.S. Employer
   Incorporation or Organization)                  Identification Number)
                               3130 Gateway Drive
                                  P.O. Box 5625
                             Norcross, Georgia 30091
                    (Address of Principal Executive Offices)

                      Immucor, Inc. 1998 Stock Option Plan
                            (Full title of the plan)

                           Edward L. Gallup, President
                                  Immucor, Inc.
                               3130 Gateway Drive
                                  P.O. Box 5625
                          Norcross, Georgia 30091-5625
                                 (770) 441-2051
           (Name, address, and telephone number of agent for service)
                                ----------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

    Title of
   Securities         Amount         Proposed Maximum      Proposed Maximum        Amount of
     to be            to be           Offering Price      Aggregate Offering      Registration
   Registered     Registered (1)       Per Share (2)            Price                 Fee
---------------- ----------------- -------------------- --------------------- --------------------
<S>                 <C>                  <C>               <C>                     <C>
  Common Stock
$ .10 par value     1,000,000            $18.42            $18,420,000.00          $1,694.64
    per share
---------------- ----------------- -------------------- --------------------- --------------------
</TABLE>

     (1) Pursuant to Rule 416(a), also covers additional  securities that may be
         offered  as a result of stock  splits,  stock  dividends,  and  similar
         transactions.
     (2) Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rules  457(c) and 457(h) on the basis of the average of the
         high and low prices of the Common Stock on the Nasdaq  National  Market
         on June 10, 2002, which was $18.42.


<PAGE>


                                  INTRODUCTION

            This Registration Statement on Form S-8 is filed by Immucor, Inc., a
Georgia corporation (the "Company," "Corporation" or "Registrant"),  relating to
1,000,000  shares of its common  stock,  par value $0.10 per share (the  "Common
Stock"),  issuable to eligible employees of the Company under the Immucor,  Inc.
1998 Stock Option Plan (the "Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

            Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

Item  2.  Registrant Information and Employee Plan Annual Information.

            Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which  previously  have  been  filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated herein by reference into this registration statement ("Registration
Statement") as of their respective dates:

     (a)  The Company's Annual Report (as amended) on Form 10-K/A for the fiscal
          year ended May 31, 2001;

     (b)  The Company's Quarterly  Report  on Form  10-Q  for  the quarter ended
          August 31, 2001;

     (c)  The Company's Quarterly  Report  on  Form 10-Q  for  the quarter ended
          November 30, 2001;

     (d)  The Company's Quarterly  Report  on  Form 10-Q   for the quarter ended
          February 28, 2002; and

     (e)  The  description of the Company's Common Stock (the "Common Stock") as
          contained  in  the  Company's  Registration   Statement  on  Form  8-A
          (Registration No. 0-14820) as declared  effective by the Commission on
          July 21, 1986, including any amendment or report filed for the purpose
          of updating such description.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")  subsequent to the date hereof and prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the Registration Statement and to be a part thereof
from the date of the filing of such documents.
<PAGE>

         For  purposes  of this  Registration  Statement,  any  document  or any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference  shall be deemed to be modified or  superseded to the extent
that a  subsequently  filed document or a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or supersedes  such document or such  statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  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 14-2-850, et. seq., of the Georgia Business Corporation Code
(the "GBCC") authorizes us to indemnify our directors,  officers,  employees and
agents in certain  circumstances.  Section 14-2-856 of the GBCC expressly allows
us to provide  indemnification  rights that are broader than provided  under the
GBCC if contained in a bylaw ratified by a majority of the shares entitled to be
cast in a vote of our shareholders. Article Eight of our Bylaws provides broader
indemnification  rights  than  expressly  provided  under  the GBCC and has been
ratified by our shareholders.

            Article  Eight of our  Bylaws  generally  requires  us to  indemnify
directors  and  executive  officers  who are  parties  to any  civil,  criminal,
administrative or investigative action, suit or proceeding by reason of the fact
that such person was or is one of our directors or executive officers. Except as
noted in the next paragraph, directors and executive officers are entitled to be
indemnified  against expenses  (including but not limited to attorneys' fees and
court costs),  and against any  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by them.  Directors and executive officers also
generally are entitled to have us advance any of those  expenses  prior to final
disposition of the proceeding provided that:

            (1) the directors or executive  officers furnishes us with a written
           affirmation  of his or her good faith  belief that his or her conduct
           does not constitute the type of behavior for which indemnification is
           prohibited (discussed in the following paragraph);

           (2) the Board of Directors  has not made its own  determination  that
           the  directors or executive  officers is not entitled to indemnifica-
           tion; and

           (3)  the  directors  or  executive  officers  furnishes  us  with  an
           undertaking to repay us if it is ultimately  determined that they are
           not entitled to indemnification.

           The  GBCC  and  Article  Eight  of  our  Bylaws   prohibits  us  from
           indemnifying  directors  and  officers  for  the  following  types of
           liabilities:

           (1) any appropriation, in violation of  the director's duties, of any
           of our business opportunities;

           (2) acts or  omissions   which involved   intentional misconduct or a
           knowing violation of law;
<PAGE>

           (3) liability  under  Section  14-2-832 of  the  GBCC  (pertaining to
           unlawful dividends or other distributions); and

           (4) any  transaction  from which the  director or officer  derived an
           improper personal benefit.

            In addition,  as permitted by Subsection (b)(4) of Section 202 GBCC,
the  Company's  Articles of  Incorporation  limits the  personal  liability of a
director of the corporation to the corporation or its  shareholders for monetary
damages  for breach of duty of care or other duty as a director to the amount of
such director's  compensation for services as a director during the twelve-month
period  immediately  preceding such breach,  except that a director's  liability
shall  not  be  so  limited  for  the  liability  of  a  director  for  (i)  any
appropriation,   in  violation  of  the  director's   duties,  of  any  business
opportunity  of  the   corporation,   (ii)  acts  or  omissions  which  involved
intentional  misconduct or a knowing  violation of law,  (iii)  liability  under
Section  14-2-832 of the GBCC, and (iv) any transaction  from which the director
derived an improper personal  benefit.  The effect of this provision is to limit
the rights of the Company and its shareholders (through shareholders' derivative
suits on behalf of the Company) to recover  monetary  damages against a director
for breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in those circumstances described in the preceding sentence.

            The Board of Directors may, but is not obligated to, indemnify other
officers,  employees and agents to the same extent it may  indemnify  directors,
subject to all of the accompanying  conditions and obligations,  except that the
indemnification  so provided need not be limited by a requirement that officers,
employees and agents bear the  liability up to the amount of their  compensation
over a 12-month period.  Except for persons  identified as executive officers in
our  filings  with  the  SEC,  the  Board  of  Directors  has not  yet  extended
indemnification rights to any officers, employees or agents.

            Upon  authorization by the Board of Directors,  we can enter into an
agreement  or  agreements  providing  to  any  person  who  was or is one of our
directors,  officers, employees or agents,  indemnification rights substantially
the same as those  provided to directors  under Article  Eight.  We have entered
into written  agreements  with each current  member and one former member of our
board of directors to provide such persons  indemnification  as described  above
and to assure such persons that we will continue to provide such indemnification
even if our bylaws are amended in the future. We currently have no plan to enter
into such  agreements  with any  other  person.  Finally,  we can  purchase  and
maintain  insurance on behalf of any person who is or was one of our  directors,
officers,  employees or agents  against any  liability  asserted  against him or
incurred by him in any such capacity,  whether or not we would have the power to
indemnify him against that liability under Article Eight.


Item 7.  Exemption from Registration Claimed.

            Not applicable.

Item 8.  Exhibits.

            The following exhibits are filed with this Registration Statement:


<PAGE>



      Exhibit
      Number                              Description of Exhibit

       4.1        Amended and Restated  Articles of Incorporation  (incorporated
                  by  reference  to Exhibit  3.1 to  Immucor,  Inc.'s  quarterly
                  report on Form 10-Q for the quarter ended November 30, 2000).

       4.2        Amended  and  Restated  Bylaws  (amended  and  restated  as of
                  February 12, 2002; incorporated by reference to Exhibit 3.2 to
                  Immucor,  Inc.'s quarterly report on Form 10-Q for the quarter
                  ended February 28, 2002).

       4.3        Amended and  Restated Shareholder Rights Agreement dated as of
                  November 20, 2001 between  Immucor,  Inc.  and EquiServe Trust
                  Company,  N.A. as Rights  Agent  (incorporated  by  reference
                  to Exhibit 4.1 to Immucor,  Inc.'s quarterly   report  for the
                  quarter ended November 30, 2001).

       4.4        Immucor, Inc. 1998 Stock Option Plan,  including  as Exhibit A
                  thereto a form of Stock Option Agreement.

       5.1        Opinion of Sutherland Asbill & Brennan LLP.

       23.1       Consent of Ernst & Young LLP.

       23.2       Consent of Sutherland Asbill & Brennan LLP (contained in their
                  opinion filed as Exhibit 5.1)



Item 9.  Undertakings.


     (1)  The undersigned Registrant hereby undertakes:

           (a) 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;

                (ii) To reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  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 the 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 and 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;

                (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;
<PAGE>

provided,  however, that paragraphs (1)(a)(i) and (1)(a)(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 by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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.

           (c)  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.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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.

      (3)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.


                                   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 Norcross, State of Georgia on this 14th day of June,
2002.

                                          IMMUCOR, INC.



                                          By:  /s/ Edward L. Gallup
                                                Edward L. Gallup
                                                Chief Executive Officer




<PAGE>



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

    Signatures                         Title                          Date



/s/ Edward L. Gallup       Director, Chairman of the Board of      June 14, 2002
-------------------- Directors,President and Chief Executive Officer
Edward L. Gallup              (Principal Executive Officer)


/s/ Steven C. Ramsey      Vice President and Chief Financial       June 14, 2002
--------------------  Officer (Principal Financial and Accounting
Steven C. Ramsey                     Officer)

/s/ Ralph A. Eatz         Director and Senior Vice President-      June 14, 2002
-----------------                   Operations
Ralph A. Eatz

/s/ Dr. Gioacchino DeChirico          Director                     June 14, 2002
----------------------------
Dr. Gioacchino DeChirico


/s/ Daniel T. McKeithan               Director                     June 14, 2002
-----------------------
Daniel T. McKeithan


/s/ Didier L. Lanson                  Director                     June 14, 2002
--------------------
Didier L. Lanson


/s/ Joseph E. Rosen                   Director                     June 14, 2002
-------------------
Joseph E. Rosen


/s/ Roswell S. Bowers                 Director                     June 14, 2002
---------------------
Roswell S. Bowers

/s/ Mark Kishel, M.D.                 Director                     June 14, 2002
---------------------
Mark Kishel, M.D.


<PAGE>



      Exhibit
      Number                                    Description

       4.1        Amended and Restated  Articles of Incorporation  (incorporated
                  by  reference  to Exhibit  3.1 to  Immucor,  Inc.'s  quarterly
                  report on Form 10-Q for the quarter ended November 30, 2000).

       4.2        Amended  and  Restated  Bylaws  (amended  and  restated  as of
                  February 12, 2002; incorporated by reference to Exhibit 3.2 to
                  Immucor,  Inc.'s quarterly report on Form 10-Q for the quarter
                  ended February 28, 2002).

       4.3        Amended and Restated  Shareholder Rights Agreement dated as of
                  November 20, 2001 between Immucor,  Inc. and  EquiServe  Trust
                  Company,  N.A.  as Rights  Agent  (incorporated  by  reference
                  to  Exhibit 4.1  to  Immucor, Inc.'s quarterly  report for the
                  quarter ended November 30, 2001).

       4.4        Immucor, Inc. 1998 Stock Option Plan, including as  Exhibit  A
                  thereto a form of Stock Option Agreement.

       5.1        Opinion of Sutherland Asbill & Brennan LLP.

       23.1       Consent of Ernst & Young LLP.

       23.2       Consent of Sutherland Asbill & Brennan LLP (contained in their
                  opinion filed as Exhibit 5.1)



<PAGE>


Exhibit 4.4

                                  IMMUCOR, INC.
                             1998 STOCK OPTION PLAN


     1. Purpose.  This 1998 STOCK OPTION PLAN (the "Plan") has been  established
by Immucor,  Inc.,  a Georgia  corporation  (the  "Company"),  to secure for the
Company and its  shareholders  the benefits arising from capital stock ownership
by those who will  contribute to its future growth and  continued  success.  The
Plan will provide a means whereby such persons may purchase shares of the common
stock, $0.10 par value, of the Company ("Common Stock") pursuant to options.

     2. Administration.

          (a)  The   authority   to  manage  and  control  the   operation   and
     administration of the Plan shall be vested in a committee (the "Committee")
     of at least three (3) members of the Board of  Directors to be appointed at
     the pleasure of the Board of Directors of the Company.

          (b) The Committee  shall be subject in all respects to the supervisory
     prerogative  of the  Board  of  Directors  of the  Company.  To the  extent
     permitted by  applicable  law, the powers of the Committee may be exercised
     by the Board of  Directors,  in which case the  references to the Committee
     shall be construed to apply equally to the Board of Directors.

          (c) The Committee shall have the power to interpret and apply the Plan
     and to make regulations for carrying out its purpose. Any interpretation of
     the Plan by the  Committee  and any decision  made by the  Committee on any
     other  matter  relating  to the  Plan  shall be final  and  binding  on all
     persons.

          (d) No  member of the  Committee  shall be  liable  for any  action or
     determination made in good faith and permitted by the terms of the Plan.

     3.  Participation.  Subject to the terms of the Plan,  the Committee  shall
determine  and  designate,  from time to time,  employees  and  directors of the
Company to whom  options are to be granted (the  "Participants"),  the number of
shares  of Common  Stock  that  shall be  subject  to  options  granted  to each
Participant,  the  terms and  conditions  of each  option,  and the  voting  and
transfer  restrictions,  if any, to which the shares of Common Stock  obtainable
upon exercise of each option shall be subject.

     4. Shares  Subject to the Plan.  The shares of stock that may be subject to
options  under the Plan  shall be shares of Common  Stock,  and may  consist  of
either  unissued  shares or shares  held in the  treasury  of the  Company.  The
aggregate  number of shares of Common  Stock for which  options  may be  granted
under the Plan shall not exceed One Million Shares (1,000,000)  shares,  subject
to such  adjustments as may take place in accordance  with Section 12. If, as to
any  number of  shares,  any  option  granted  pursuant  to the Plan  expires or
terminates  while the Plan remains in effect,  such number of shares shall again
be available for grant under the Plan.
<PAGE>

     5.  Option  Price.  The  price  at  which a share of  Common  Stock  may be
purchased pursuant to the exercise of an option under the Plan shall be fixed by
the Committee on the date the option is granted.

     6. Option  Expiration Date. The "Expiration Date" with respect to an option
granted  to a  Participant  under  the Plan  means the date  established  by the
Committee as the date after which the option is not exercisable.

     7. Exercise of Option.

          (a) Each option shall be exercisable at such time or times as shall be
     established hereunder. The Committee may, in its discretion, accelerate the
     exercisability of any one or more options at any time and for any reason. A
     Participant  may exercise an option by giving written notice (the "Exercise
     Notice") thereof prior to the option's  Expiration Date to the Secretary of
     the Company at the Company's corporate headquarters.

          (b) The full purchase  price of the shares  purchased  pursuant to the
     exercise of an option  shall be paid in cash or check or by tender of stock
     certificates in proper from for transfer to the Company representing shares
     of Common  Stock  valued at the last sales price of the Common Stock on the
     preceding  business  day  as  reported  on  the  National   Association  of
     Securities  Dealers  Automated  Quotation  System (NASDAQ)  National Market
     System,  or any successor  system,  or by any combination of the foregoing,
     contemporaneously  with the giving of the Exercise  Notice.  The  Committee
     also  may  accept  in  payment  of all or  part  of the  purchase  price  a
     promissory  note of the  Participant.  In  addition  to payment of the full
     price, the Participant shall pay to the Company at the time of exercise, or
     shall otherwise make arrangements  satisfactory to the Committee  regarding
     payment of, any  additional  amount that the Committee  deems  necessary to
     satisfy the Company's liability to withhold federal,  state or local income
     or other taxes incurred by reason of exercise of the option.

     8.  Termination of Employment.  The Committee may specify,  with respect to
the  options  granted  to any  particular  Optionee  who is an  employee  of the
Company,  the effect  upon such  Optionee's  right to  exercise an option of the
termination of such Optionee's  employment  under various  circumstances,  which
effect may include  immediate or deferred  termination of such Optionee's rights
under an option, or acceleration of the date at which an option may be exercised
in full.

     9. Compliance With Applicable Laws.  Notwithstanding any other provision of
the Plan, the Company shall not be obligated to issue any shares of Common Stock
under the Plan unless such issuance is in compliance  with all  applicable  laws
and any applicable  requirements of any securities  exchange on which the Common
Stock is traded.  Prior to the  issuance of any shares of Common Stock under the
Plan, the Company may require a written statement from the recipient as evidence
of such compliance, including, in some cases, an acknowledgment by the recipient
that the  recipient  is  acquiring  the  shares for  investment  and not for the
purpose or with the intention of distributing the shares.


<PAGE>

     10.  Transferability  and  Restrictions  Upon Transfer and Voting.  Options
under the Plan are not transferable  except by will or under the laws of descent
and  distribution.   Options  may  be  exercised  during  the  lifetime  of  the
Participant  only by the  Participant.  Shares of  Common  Stock  received  upon
exercise  of options  granted  under the Plan may be subject to such  voting and
transfer restrictions as the Committee in its sole discretion shall establish at
the time such options are granted.  If the transfer or voting of shares obtained
upon exercise of an option is restricted,  certificates representing such shares
may bear a legend referring to such restrictions.

     11. Employment and Shareholder  Status.  This Plan, any document describing
this Plan, the grant of any option hereunder,  and any agreement  evidencing the
grant of such option shall not be construed to give any Participant or any other
person a right to  employment  or continued  employment by the Company or affect
the right of the Company to terminate the  employment of any such person with or
without  cause.  The grant of an option under the Plan shall not confer upon the
holder thereof any right as a shareholder of the Company.  No person entitled to
exercise  any  option  granted  under the Plan  shall  have any of the rights or
privileges of a shareholder of record with respect to any shares of Common Stock
issuable  upon  exercise  of such  option  until such  option is  exercised  and
certificates representing such shares have been issued and delivered.

     12. Adjustments and Ownership Changes.

          (a) In the  event of any  change in the  outstanding  shares of Common
     Stock by reason of any stock dividend,  stock split,  or similar  corporate
     change  involving the Common Stock, the aggregate number and kind of shares
     subject to  options  outstanding  or to be granted  under the Plan shall be
     proportionately  adjusted  or  modified,  and the terms of any  outstanding
     option shall be adjusted or modified accordingly.

          (b) Unless  otherwise  provided in the Option Agreement (as defined in
     Section  13   hereof),   in  the  event  of  any   merger,   consolidation,
     reorganization, division or other corporate transaction in which the Common
     Stock is  converted  into  another  security  or into the right to  receive
     securities or property of the Company or of any other entity (an "Ownership
     Change"),  the Company shall have the right, at its discretion,  to provide
     for the assumption or substitution of comparable  stock options in place of
     the options theretofore granted hereunder.

          (c) Unless  otherwise  provided in the Option Agreement (as defined in
     Section 13 hereof),  in the event such an Ownership  Change takes place and
     provision is not made for such assumption or substitution,  or in the event
     that the Company sells all or substantially  all of its assets,  or engages
     in a liquidation of all or substantially  all of its assets (a "Termination
     Event"),   the   Committee   may,  in  its   discretion,   accelerate   the
     exercisability  of any one or more options in accordance with Section 7. It
     is the policy of the Company that the decision  whether to  accelerate  the
     exercisability of outstanding options take into account such factors as the
     profitability  of the transaction  giving rise to the Termination  Event to
     the  shareholders  of the Company,  the likelihood that the business of the
     Company will  substantially  continue under the same,  different or changed
     ownership  following  such  transaction,  the  tenure  and  performance  of
     individual   Participants,   the  possibility  that  some  or  all  of  the
     Participants  receive or are invited to  participate in benefits or benefit
     plans if they  continue as  employees  of the  successor  to the  Company's
     business or other  consideration in connection with such  transaction,  and
     any  other  factors  that  may be  appropriate  within  the  scope of their
     business  judgment.  Whether  or  not  such  an  acceleration  occurs,  all
     outstanding  exercisable and  non-exercisable  options shall be canceled to
     the  extent  they  remain  unexercised  at the  time  such  transaction  is
     consummated.
<PAGE>

          (d) In no event shall any  fraction of a share of stock be issued upon
     the exercise of an option.

     13.  Agreement  With  Company.  At the  time of a grant of an  option,  the
Committee shall require a Participant to enter into a written agreement with the
Company in a form  specified  by the  Committee  (the "Option  Agreement").  The
Option  Agreement  shall  reflect the  Participant's  agreement to the terms and
conditions  of the  Plan  and to  such  additional  terms  and  conditions,  not
inconsistent  with the  Plan,  as the  Committee  may,  in its sole  discretion,
prescribe. No option purported to be granted pursuant to the Plan shall be valid
or binding on the Company unless  evidenced by an Option  Agreement  approved by
the Committee.

     14.  Amendment  and  Termination  of Plan.  The Board of  Directors  of the
Company may at any time amend,  suspend or  terminate  the Plan.  No  amendment,
suspension  or  termination  of the Plan  (other  than in  connection  with such
actions as are  expressly  authorized  in the Plan)  shall  adversely  affect or
impair any option  previously  granted under the Plan without the consent of the
holder thereof.


                      FORM OF OPTION AGREEMENT - 1998 PLAN


         THIS OPTION AGREEMENT (this "Agreement"), dated as of ______, is by and
between IMMUCOR, INC., a Georgia corporation (the "Company"),  and ________ (the
"Optionee").

         WHEREAS,  the Board of Directors of the Company has determined that the
Optionee  is to be  granted  under the  Company's  1998 Stock  Option  Plan (the
"Plan"),  on the terms and conditions set forth herein, an option (the "Option")
to purchase a specified  number of shares of the common  stock,  par value $0.10
per share, of the Company (the "Common Stock").

         NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

     1. Grant of Option: Number of Shares and Option Price. The Option is for up
to  <<Total_Shares>>  shares of Common Stock (the "Option Shares") at a price of
$<<Price>> per share (the "Option Price"). The Option is granted pursuant to the
Plan and is subject to the terms and conditions thereof,  which are incorporated
herein by this  reference.  To the extent any  provision  in this  Agreement  is
inconsistent  with the  Plan,  the  provisions  of the Plan  shall  govern.  The
Participant hereby acknowledges receipt of, or access to, a copy of the Plan.

     2. Period of Option and Conditions of Exercise.

     (a) The  Option  shall be  considered  granted as of the date  hereof  (the
"Option  Date").  The Option shall expire on ________ (the  "Expiration  Date").
Upon the  Expiration  Date, the Optionee shall no longer be entitled to exercise
the Option.
<PAGE>

     (b) The  Option  may be  exercised  with  respect  to the  number of Option
Shares,  at the times and under the  conditions,  if any, set forth on Exhibit A
hereto (subject to the provisions of Sections 4 and 5 of this  Agreement).  Once
the  Option is  exercisable  with  respect  to a number of  Option  Shares,  the
Optionee  may  exercise the Option at any time from time to time with respect to
all or part of those  Option  Shares  (except  as  provided  in  Section  4). If
requested  by the  Company,  the Optionee  shall  deliver this  Agreement to the
Secretary  of the  Company  at the  time of  exercise  of the  Option  so that a
notation may be made in this Agreement as to such exercise.  After such notation
has been made, this Agreement shall then be returned to the Optionee.

     (c) To exercise the Option,  the Participant  must deliver to the Secretary
of the Company at its corporate  headquarters the Notice of Exercise attached as
Exhibit B to this  Agreement  together  with payment of the  aggregate  exercise
price in the manner permitted by the Plan.

     (d) The  Optionee  shall not be deemed to be a holder of any Option  Shares
following  the  exercise of the Option  until the full  exercise  price for such
shares has been paid and a stock  certificate  has been issued and delivered for
such shares.

     3.  Adjustment  in Number of Shares.  The number of Option  Shares shall be
subject to adjustment for stock dividends,  stock splits,  or similar  corporate
change  involving  the Common Stock to the extent set forth in Section 12 of the
Plan.


     4. Termination of Employment.  In the event the Optionee's  employment with
the  Company  or any of its  subsidiaries  terminates  for  any  reason,  all of
Optionee's rights and privileges shall terminate immediately with respect to the
unvested  portion of the Option  (that  portion of this Option that  immediately
prior to such termination was not  exercisable),  and such portion of the Option
shall not thereafter become  exercisable.  In addition,  the Optionee's right to
exercise the vested  portion of the Option (that  portion of the option that was
exercisable  immediately  prior to the termination of the Optionee's  employment
with the Company or any of its subsidiaries) shall be adjusted as follows:

     (a) In the event of the  termination of the Optionee's  employment with the
Company or any of its subsidiaries,  other than a termination that is either (i)
for Cause,  (ii)  voluntary  on the part of the  Optionee  and  without  written
consent  of the  Company,  or (iii)  for  reasons  of death or  disability,  the
Optionee  may  exercise  this  Option  at any time  before  the  earlier  of the
expiration date of this Option or within three months after such  termination to
the extent the Option had vested  (the number of shares  which were  exercisable
hereunder at the date of such termination).
<PAGE>

     (b) In the event of a termination  of the  Optionee's  employment  with the
Company  or any of its  subsidiaries  that  is  either  (i)  for  Cause  or (ii)
voluntary  on the  part of the  Optionee  and  without  written  consent  of the
Company, this Option (both the vested and unvested portions),  to the extent not
previously exercised, shall terminate immediately and shall not thereafter be or
become  exercisable.  For purposes of the Agreement,  "Cause" shall mean that of
destruction  of property of the Company or a  subsidiary,  refusal or continuing
inability to perform reasonably  assigned duties,  disregard of Company rules or
policies,  conduct  evidencing willful or reckless disregard of the interests of
the  Company,  or the breach of a material  provision  of this  Agreement.  Such
determination  shall be made by the  Committee and shall be final and binding on
all parties hereto.

     (c) In the event of  termination  of employment  with the Company or any of
its  subsidiaries  because  of the  Optionee's  mental  or  physical  disability
determined by a medical doctor satisfactory to the Company, the Optionee (or his
or her personal representative) may exercise this Option, within a period ending
on the  earlier  of (a)  the  last  day of the one  year  period  following  the
Optionee's  termination or (b) the expiration date of this Option, to the extent
the Option had vested (the number of shares which were exercisable  hereunder at
the date of such termination).

     (d) In the event of a termination of employment  with the Company or any of
its subsidiaries because of the Optionee's death, the Optionee's administrators,
executors  or personal  representatives,  may  exercise  this Option at any time
within a period ending on the earlier of (a) the last day of the one year period
following the Optionee's death or (b) the expiration date of this Option, to the
extent  the  Option  had vested  (the  number of shares  which were  exercisable
hereunder at the date of such termination).

     5.  Ownership   Change.   In  the  event  of  any  merger,   consolidation,
reorganization,  division  or other  corporate  transaction  in which the common
stock of the Company is  converted  into  another  security or into the right to
receive  securities  or  property  of the  Company  or of any other  entity  (an
"Ownership   Change"),   the  Company  shall  provide  for  the   assumption  or
substitution of comparable stock options in place of the Option.

     6. Option Not  Transferable.  The Option is not transferable  other than by
will or under the laws of descent and  distribution.  During the lifetime of the
Optionee, the Option may be exercised only by the Optionee.

     7. Investment Representations.

     (a) The Optionee  acknowledges  that, unless and until the Company notifies
the  Optionee  otherwise,  the  Option  and the Option  Shares  obtainable  upon
exercise  of the Option have not been  registered  under the  Securities  Act of
1933, as amended (the  "Securities  Act"), or under  applicable state securities
laws.

     (b) The  Optionee  acknowledges  that,  prior to the issuance of the Option
Shares, the Company may delay the delivery of certificates for the Option Shares
for such time as the Company deems  necessary or desirable to enable the Company
to comply with (i) the  requirements  of the  Securities  Act or the  Securities
Exchange Act or 1934, as amended,  or any rules or regulations of the Securities
and Exchange Commission or any stock exchange  promulgated  thereunder;  or (ii)
the requirements of applicable state laws relating to authorization, issuance or
sale of such  securities.  The Optionee  shall provide such  information  as the
Company deems necessary or desirable to secure such compliance.
<PAGE>

     8. Legends. The share certificates evidencing the Option Shares may contain
such legends as may be required in keeping with applicable state corporation and
securities laws.

     9. Notices.  Any notice or other communication  required or permitted to be
given  hereunder shall be in writing and shall be deemed to have been given when
delivered by personal  delivery,  by facsimile  transmission  or by mail, to the
following address:

       To Optionee: At the address shown under the Optionee's signature below.

       To the Company:   Immucor, Inc.
                         3130 Gateway Drive
                         PO Box 5625
                         Norcross, Georgia  30091-5625
                         FAX:  (404) 242-8930
                         Attention:  Chief Financial Officer

or at such other  address or facsimile  number as the parties  hereto shall have
last  designated  by notice to the other  party.  Any notice  given by  personal
delivery or mail shall be deemed to have been  delivered  on the date of receipt
of such delivery at such address; and any notice given by facsimile transmission
shall be deemed to have been delivered on the date of  transmission  if received
during  business  hours on a  business  day,  or the  next  business  day  after
transmission  if received  after business hours on a business day or at any time
on a on-business day.

     10.  Failure to Enforce  Not a Waiver.  The  failure of the  Company or the
Optionee to enforce at any time any provision of this Agreement  shall in no way
be construed to be a waiver of such provisions or of any other provision hereof.

     11.  Amendments.  This  Agreement  may be  amended or  modified  only by an
instrument in writing signed by the Optionee and an authorized representative of
the Company.  Except as provided in Section 14, no third party shall be entitled
to claim the benefit of or enforce this Agreement.

     12.  Governing  Law. This  Agreement  has been entered  into,  and shall be
governed by and construed according to the laws of the State of Georgia, without
regard to the conflicts of law rules thereof.

     13. Regulatory  Approvals.  The exercise of this Option shall be subject to
the condition that if at any time the Company shall  determine in its discretion
that the  satisfaction  of  withholding  tax or other  tax  liabilities,  or the
listing,  registration,  or qualification of any shares of Common Stock upon any
securities  exchange or  quotation  system or under any federal or state law, or
the consent or approval of any  regulatory  body, is necessary or desirable as a
condition of, or in connection with, such exercise,  then in any such event such
exercise shall not be effective  unless such  liabilities have been satisfied or
such listing, registration,  qualification, consent, or approval shall have been
effected or obtained.


<PAGE>

     14.  Successors and Assigns.  This Agreement shall inure to the benefit of,
and be binding on, the successors  and assigns of the Company,  and such persons
as may be  permitted  to succeed to the rights of the  Optionee  hereunder  with
respect to the Option and the Option  Shares.  The parties shall take such steps
as reasonably  may be necessary,  including but not limited to the execution and
delivery  of an  agreement  or replace  this  Agreement,  to give  effect to the
provisions  of  this  Section  14  in a  way  that  the  relative  benefits  and
obligations  of the  parties  (and  their  successors  and  assigns)  under this
Agreement are preserved as closely as possible.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

       IMMUCOR, INC.


       By:
              -------------------------------------------------------
              Edward L.  Gallup, President



       Name
                    -------------------------------------------------
       Address:
                    -------------------------------------------------

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

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



<PAGE>


                                    EXHIBIT A

                  To Option Agreement Dated As of <<GrantDate>>

                           Number of Option Shares and
                        Terms and Conditions of Exercise:


_______________  shares  exercisable four years after the Option Date,  provided
employee is still employed by Immucor,  Inc.on a full-time basis on this date.

50% of the total granted exercisable two years after the Option Date.

25% of the total granted exercisable three years after the Option Date.

25% of the total granted exercisable four years after the Option Date.

Notwithstanding  the  foregoing  schedule,  all  options  shall  be  immediately
exercisable  on an  accelerated  basis in the  event of a  Termination  Event as
defined in Section 12 of the 1998 Plan, or a Change of Control.  For purposes of
this  Agreement,  "Change of Control"  shall mean: (1) the  consummation  of the
acquisition of 51% or more of the voting power or value of the outstanding stock
of the Company  pursuant  to a tender  offer  validly  made under any federal or
state law (other than a tender  offer by the Company or one  approved in advance
by the Board of Directors);  (2) the consummation of a merger,  consolidation or
other  reorganization  of the  Company  (other  than a  re-incorporation  of the
Company or any merger, consolidation or other reorganization approved in advance
by the Board of Directors), if after giving effect to such merger, consolidation
or  other  reorganization  of the  Company,  the  stockholders  of  the  Company
immediately prior to such merger,  consolidation or other  reorganization do not
represent a majority in interest of the holders of voting securities (on a fully
diluted  basis)  with  the  ordinary  voting  power to  elect  directors  of the
surviving  or  resulting  entity  after  such  merger,  consolidation  or  other
reorganization;  or  (3) a  change  in  the  composition  of a  majority  of the
Company's  Board of  Directors,  other  than such a change  attributable  to the
election of any director  recommended to the  shareholders  by a majority of the
Board of Directors and other than changes  attributable  from the resignation of
any director.







<PAGE>


                                    EXHIBIT B
                 NOTICE OF EXERCISE OF STOCK OPTIONS - 1998 PLAN


To Immucor, Inc.

         I hereby elect to purchase  _________________________  shares of common
stock,  par value  $0.10 per share  ("Common  Stock"),  of  Immucor,  Inc.  (the
"Company") in accordance with the option ("Option")  granted to me on __________
under the Option  Agreement  between the  Company and me,  dated as of that date
(the "Option Agreement").  Enclosed is payment in full of the exercise price for
such shares, calculated in accordance with the terms of the Company's 1998 Stock
Option Plan, consisting of a check in the amount of $___________.

         I hereby  represent  and  warrant  that my exercise of the Option is in
compliance  with the terms and conditions set forth in the Option  Agreement.  I
further  acknowledge and agree that the shares so purchased shall remain subject
to the applicable terms and conditions set forth in the Option Agreement.


Date:
     ----------------------------------------------    -------------------------











<PAGE>


Ex. 5.1

                 [Letterhead of Sutherland Asbill & Brennan LLP]



                                  June 14, 2002




Immucor, Inc.
3130 Gateway Drive
Norcross, Georgia  30091

Gentlemen:

         We have acted as counsel to Immucor, Inc. (the "Company") in connection
with the  filing  of a  Registration  Statement  on Form S-8 (the  "Registration
Statement")  under the  Securities  Act of 1933,  covering the offering of up to
1,000,000  shares (the "Plan Shares") of the Company's  common stock,  $0.10 par
value  per share  (the  "Common  Stock"),  that may be  issued  pursuant  to the
Immucor, Inc. 1998 Employee Stock Option Plan, effective as of November 12, 1998
(the "Plan"). In connection therewith,  we have examined such corporate records,
certificates  of public  officials  and other  documents  and records as we have
considered necessary or proper for the purpose of this opinion.

         This opinion is limited by, and is in accordance  with,  the January 1,
1992,  edition of the  Interpretive  Standards  applicable to Legal  Opinions to
Third Parties in Corporate  Transactions  adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing, and having regard to legal considerations which
we deem  relevant,  we are of the opinion  that the Plan  Shares  covered by the
Registration Statement, which may be issued pursuant to the Plan will be legally
issued, fully paid and nonassessable when issued in accordance with the Plan.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of the Registration Statement.

                               Sincerely,

                               SUTHERLAND ASBILL & BRENNAN LLP



                               By: /s/ Sutherland Asbill & Brennan LLP

                               Philip H. Moise, a Partner


<PAGE>


EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8  pertaining  to the Immucor,  Inc. 1998 Stock Option Plan of our report
dated August 29, 2001,  except for paragraphs 2 through 4 of Note 17 as to which
the date is September  11,  2001,  with  respect to the  consolidated  financial
statements  and schedule of Immucor,  Inc.  included in its Annual  Report (Form
10-K/A) for the year ended May 31, 2001,  filed with the Securities and Exchange
Commission.


                                                          /s/ Ernst & Young LLP

Atlanta, Georgia
June 14, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms8regstmt.txt", "description": "FORMS8REGSTMT", "secsgml_size_bytes": 52335}]
{"company-data": {"conformed-name": "IMMUCOR INC", "cik": "0000736822", "assigned-sic": "2835", "irs-number": "222408354", "state-of-incorporation": "GA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90552", "film-number": "02679694"}, "business-address": {"street1": "3130 GATWAY", "street2": "PO BOX 5625", "city": "NORCROSS", "state": "GA", "zip": "30091", "phone": "7704412051"}, "mail-address": {"street1": "3130 GATEWAY DR", "street2": "P O BOX 5625", "city": "NORCROSS", "state": "GA", "zip": "30091-5625"}}
As filed with the Securities and Exchange Commission on June 14, 2002.

                                               Registration No. 333-____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                ----------------

                                  IMMUCOR, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Georgia                                    22-2408354
              --------                                   -----------
  (State or Other Jurisdiction of                     (I.R.S. Employer
   Incorporation or Organization)                  Identification Number)
                               3130 Gateway Drive
                                  P.O. Box 5625
                             Norcross, Georgia 30091
                    (Address of Principal Executive Offices)

                      Immucor, Inc. 1998 Stock Option Plan
                            (Full title of the plan)

                           Edward L. Gallup, President
                                  Immucor, Inc.
                               3130 Gateway Drive
                                  P.O. Box 5625
                          Norcross, Georgia 30091-5625
                                 (770) 441-2051
           (Name, address, and telephone number of agent for service)
                                ----------------

                         CALCULATION OF REGISTRATION FEE
---------------- ----------------- -------------------- --------------------- --------------------

    Title of
   Securities         Amount         Proposed Maximum      Proposed Maximum        Amount of
     to be            to be           Offering Price      Aggregate Offering      Registration
   Registered     Registered (1)       Per Share (2)            Price                 Fee
---------------- ----------------- -------------------- --------------------- --------------------
Common Stock
$ .10 par value     1,000,000            $18.42            $18,420,000.00          $1,694.64
    per share
---------------- ----------------- -------------------- --------------------- --------------------
(1) Pursuant to Rule 416(a), also covers additional  securities that may be
         offered  as a result of stock  splits,  stock  dividends,  and  similar
         transactions.
     (2) Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rules  457(c) and 457(h) on the basis of the average of the
         high and low prices of the Common Stock on the Nasdaq  National  Market
         on June 10, 2002, which was $18.42.
INTRODUCTION

            This Registration Statement on Form S-8 is filed by Immucor, Inc., a
Georgia corporation (the "Company," "Corporation" or "Registrant"),  relating to
1,000,000  shares of its common  stock,  par value $0.10 per share (the  "Common
Stock"),  issuable to eligible employees of the Company under the Immucor,  Inc.
1998 Stock Option Plan (the "Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

            Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

Item  2.  Registrant Information and Employee Plan Annual Information.

            Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which  previously  have  been  filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated herein by reference into this registration statement ("Registration
Statement") as of their respective dates:

     (a)  The Company's Annual Report (as amended) on Form 10-K/A for the fiscal
          year ended May 31, 2001;

     (b)  The Company's Quarterly  Report  on Form  10-Q  for  the quarter ended
          August 31, 2001;

     (c)  The Company's Quarterly  Report  on  Form 10-Q  for  the quarter ended
          November 30, 2001;

     (d)  The Company's Quarterly  Report  on  Form 10-Q   for the quarter ended
          February 28, 2002; and

     (e)  The  description of the Company's Common Stock (the "Common Stock") as
          contained  in  the  Company's  Registration   Statement  on  Form  8-A
          (Registration No. 0-14820) as declared  effective by the Commission on
          July 21, 1986, including any amendment or report filed for the purpose
          of updating such description.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")  subsequent to the date hereof and prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the Registration Statement and to be a part thereof
from the date of the filing of such documents.
For  purposes  of this  Registration  Statement,  any  document  or any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference  shall be deemed to be modified or  superseded to the extent
that a  subsequently  filed document or a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or supersedes  such document or such  statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  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 14-2-850, et. seq., of the Georgia Business Corporation Code
(the "GBCC") authorizes us to indemnify our directors,  officers,  employees and
agents in certain  circumstances.  Section 14-2-856 of the GBCC expressly allows
us to provide  indemnification  rights that are broader than provided  under the
GBCC if contained in a bylaw ratified by a majority of the shares entitled to be
cast in a vote of our shareholders. Article Eight of our Bylaws provides broader
indemnification  rights  than  expressly  provided  under  the GBCC and has been
ratified by our shareholders.

            Article  Eight of our  Bylaws  generally  requires  us to  indemnify
directors  and  executive  officers  who are  parties  to any  civil,  criminal,
administrative or investigative action, suit or proceeding by reason of the fact
that such person was or is one of our directors or executive officers. Except as
noted in the next paragraph, directors and executive officers are entitled to be
indemnified  against expenses  (including but not limited to attorneys' fees and
court costs),  and against any  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by them.  Directors and executive officers also
generally are entitled to have us advance any of those  expenses  prior to final
disposition of the proceeding provided that:

            (1) the directors or executive  officers furnishes us with a written
           affirmation  of his or her good faith  belief that his or her conduct
           does not constitute the type of behavior for which indemnification is
           prohibited (discussed in the following paragraph);

           (2) the Board of Directors  has not made its own  determination  that
           the  directors or executive  officers is not entitled to indemnifica-
           tion; and

           (3)  the  directors  or  executive  officers  furnishes  us  with  an
           undertaking to repay us if it is ultimately  determined that they are
           not entitled to indemnification.

           The  GBCC  and  Article  Eight  of  our  Bylaws   prohibits  us  from
           indemnifying  directors  and  officers  for  the  following  types of
           liabilities:

           (1) any appropriation, in violation of  the director's duties, of any
           of our business opportunities;

           (2) acts or  omissions   which involved   intentional misconduct or a
           knowing violation of law;
(3) liability  under  Section  14-2-832 of  the  GBCC  (pertaining to
           unlawful dividends or other distributions); and

           (4) any  transaction  from which the  director or officer  derived an
           improper personal benefit.

            In addition,  as permitted by Subsection (b)(4) of Section 202 GBCC,
the  Company's  Articles of  Incorporation  limits the  personal  liability of a
director of the corporation to the corporation or its  shareholders for monetary
damages  for breach of duty of care or other duty as a director to the amount of
such director's  compensation for services as a director during the twelve-month
period  immediately  preceding such breach,  except that a director's  liability
shall  not  be  so  limited  for  the  liability  of  a  director  for  (i)  any
appropriation,   in  violation  of  the  director's   duties,  of  any  business
opportunity  of  the   corporation,   (ii)  acts  or  omissions  which  involved
intentional  misconduct or a knowing  violation of law,  (iii)  liability  under
Section  14-2-832 of the GBCC, and (iv) any transaction  from which the director
derived an improper personal  benefit.  The effect of this provision is to limit
the rights of the Company and its shareholders (through shareholders' derivative
suits on behalf of the Company) to recover  monetary  damages against a director
for breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in those circumstances described in the preceding sentence.

            The Board of Directors may, but is not obligated to, indemnify other
officers,  employees and agents to the same extent it may  indemnify  directors,
subject to all of the accompanying  conditions and obligations,  except that the
indemnification  so provided need not be limited by a requirement that officers,
employees and agents bear the  liability up to the amount of their  compensation
over a 12-month period.  Except for persons  identified as executive officers in
our  filings  with  the  SEC,  the  Board  of  Directors  has not  yet  extended
indemnification rights to any officers, employees or agents.

            Upon  authorization by the Board of Directors,  we can enter into an
agreement  or  agreements  providing  to  any  person  who  was or is one of our
directors,  officers, employees or agents,  indemnification rights substantially
the same as those  provided to directors  under Article  Eight.  We have entered
into written  agreements  with each current  member and one former member of our
board of directors to provide such persons  indemnification  as described  above
and to assure such persons that we will continue to provide such indemnification
even if our bylaws are amended in the future. We currently have no plan to enter
into such  agreements  with any  other  person.  Finally,  we can  purchase  and
maintain  insurance on behalf of any person who is or was one of our  directors,
officers,  employees or agents  against any  liability  asserted  against him or
incurred by him in any such capacity,  whether or not we would have the power to
indemnify him against that liability under Article Eight.

Item 7.  Exemption from Registration Claimed.

            Not applicable.

Item 8.  Exhibits.

            The following exhibits are filed with this Registration Statement:
Exhibit
      Number                              Description of Exhibit

       4.1        Amended and Restated  Articles of Incorporation  (incorporated
                  by  reference  to Exhibit  3.1 to  Immucor,  Inc.'s  quarterly
                  report on Form 10-Q for the quarter ended November 30, 2000).

       4.2        Amended  and  Restated  Bylaws  (amended  and  restated  as of
                  February 12, 2002; incorporated by reference to Exhibit 3.2 to
                  Immucor,  Inc.'s quarterly report on Form 10-Q for the quarter
                  ended February 28, 2002).

       4.3        Amended and  Restated Shareholder Rights Agreement dated as of
                  November 20, 2001 between  Immucor,  Inc.  and EquiServe Trust
                  Company,  N.A. as Rights  Agent  (incorporated  by  reference
                  to Exhibit 4.1 to Immucor,  Inc.'s quarterly   report  for the
                  quarter ended November 30, 2001).

       4.4        Immucor, Inc. 1998 Stock Option Plan,  including  as Exhibit A
                  thereto a form of Stock Option Agreement.

       5.1        Opinion of Sutherland Asbill & Brennan LLP.

       23.1       Consent of Ernst & Young LLP.

       23.2       Consent of Sutherland Asbill & Brennan LLP (contained in their
                  opinion filed as Exhibit 5.1)

Item 9.  Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

           (a) 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;

                (ii) To reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  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 the 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 and 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;

                (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;
provided,  however, that paragraphs (1)(a)(i) and (1)(a)(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 by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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.

           (c)  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.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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.

      (3)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                   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 Norcross, State of Georgia on this 14th day of June,
2002.

                                          IMMUCOR, INC.

                                          By:  /s/ Edward L. Gallup
                                                Edward L. Gallup
                                                Chief Executive Officer
Pursuant to the  requirements  of the Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signatures                         Title                          Date

/s/ Edward L. Gallup       Director, Chairman of the Board of      June 14, 2002
-------------------- Directors,President and Chief Executive Officer
Edward L. Gallup              (Principal Executive Officer)

/s/ Steven C. Ramsey      Vice President and Chief Financial       June 14, 2002
--------------------  Officer (Principal Financial and Accounting
Steven C. Ramsey                     Officer)

/s/ Ralph A. Eatz         Director and Senior Vice President-      June 14, 2002
-----------------                   Operations
Ralph A. Eatz

/s/ Dr. Gioacchino DeChirico          Director                     June 14, 2002
----------------------------
Dr. Gioacchino DeChirico

/s/ Daniel T. McKeithan               Director                     June 14, 2002
-----------------------
Daniel T. McKeithan

/s/ Didier L. Lanson                  Director                     June 14, 2002
--------------------
Didier L. Lanson

/s/ Joseph E. Rosen                   Director                     June 14, 2002
-------------------
Joseph E. Rosen

/s/ Roswell S. Bowers                 Director                     June 14, 2002
---------------------
Roswell S. Bowers

/s/ Mark Kishel, M.D.                 Director                     June 14, 2002
---------------------
Mark Kishel, M.D.
Exhibit
      Number                                    Description

       4.1        Amended and Restated  Articles of Incorporation  (incorporated
                  by  reference  to Exhibit  3.1 to  Immucor,  Inc.'s  quarterly
                  report on Form 10-Q for the quarter ended November 30, 2000).

       4.2        Amended  and  Restated  Bylaws  (amended  and  restated  as of
                  February 12, 2002; incorporated by reference to Exhibit 3.2 to
                  Immucor,  Inc.'s quarterly report on Form 10-Q for the quarter
                  ended February 28, 2002).

       4.3        Amended and Restated  Shareholder Rights Agreement dated as of
                  November 20, 2001 between Immucor,  Inc. and  EquiServe  Trust
                  Company,  N.A.  as Rights  Agent  (incorporated  by  reference
                  to  Exhibit 4.1  to  Immucor, Inc.'s quarterly  report for the
                  quarter ended November 30, 2001).

       4.4        Immucor, Inc. 1998 Stock Option Plan, including as  Exhibit  A
                  thereto a form of Stock Option Agreement.

       5.1        Opinion of Sutherland Asbill & Brennan LLP.

       23.1       Consent of Ernst & Young LLP.

       23.2       Consent of Sutherland Asbill & Brennan LLP (contained in their
                  opinion filed as Exhibit 5.1)
Exhibit 4.4

                                  IMMUCOR, INC.
                             1998 STOCK OPTION PLAN

     1. Purpose.  This 1998 STOCK OPTION PLAN (the "Plan") has been  established
by Immucor,  Inc.,  a Georgia  corporation  (the  "Company"),  to secure for the
Company and its  shareholders  the benefits arising from capital stock ownership
by those who will  contribute to its future growth and  continued  success.  The
Plan will provide a means whereby such persons may purchase shares of the common
stock, $0.10 par value, of the Company ("Common Stock") pursuant to options.

     2. Administration.

          (a)  The   authority   to  manage  and  control  the   operation   and
     administration of the Plan shall be vested in a committee (the "Committee")
     of at least three (3) members of the Board of  Directors to be appointed at
     the pleasure of the Board of Directors of the Company.

          (b) The Committee  shall be subject in all respects to the supervisory
     prerogative  of the  Board  of  Directors  of the  Company.  To the  extent
     permitted by  applicable  law, the powers of the Committee may be exercised
     by the Board of  Directors,  in which case the  references to the Committee
     shall be construed to apply equally to the Board of Directors.

          (c) The Committee shall have the power to interpret and apply the Plan
     and to make regulations for carrying out its purpose. Any interpretation of
     the Plan by the  Committee  and any decision  made by the  Committee on any
     other  matter  relating  to the  Plan  shall be final  and  binding  on all
     persons.

          (d) No  member of the  Committee  shall be  liable  for any  action or
     determination made in good faith and permitted by the terms of the Plan.

     3.  Participation.  Subject to the terms of the Plan,  the Committee  shall
determine  and  designate,  from time to time,  employees  and  directors of the
Company to whom  options are to be granted (the  "Participants"),  the number of
shares  of Common  Stock  that  shall be  subject  to  options  granted  to each
Participant,  the  terms and  conditions  of each  option,  and the  voting  and
transfer  restrictions,  if any, to which the shares of Common Stock  obtainable
upon exercise of each option shall be subject.

     4. Shares  Subject to the Plan.  The shares of stock that may be subject to
options  under the Plan  shall be shares of Common  Stock,  and may  consist  of
either  unissued  shares or shares  held in the  treasury  of the  Company.  The
aggregate  number of shares of Common  Stock for which  options  may be  granted
under the Plan shall not exceed One Million Shares (1,000,000)  shares,  subject
to such  adjustments as may take place in accordance  with Section 12. If, as to
any  number of  shares,  any  option  granted  pursuant  to the Plan  expires or
terminates  while the Plan remains in effect,  such number of shares shall again
be available for grant under the Plan.
5.  Option  Price.  The  price  at  which a share of  Common  Stock  may be
purchased pursuant to the exercise of an option under the Plan shall be fixed by
the Committee on the date the option is granted.

     6. Option  Expiration Date. The "Expiration Date" with respect to an option
granted  to a  Participant  under  the Plan  means the date  established  by the
Committee as the date after which the option is not exercisable.

     7. Exercise of Option.

          (a) Each option shall be exercisable at such time or times as shall be
     established hereunder. The Committee may, in its discretion, accelerate the
     exercisability of any one or more options at any time and for any reason. A
     Participant  may exercise an option by giving written notice (the "Exercise
     Notice") thereof prior to the option's  Expiration Date to the Secretary of
     the Company at the Company's corporate headquarters.

          (b) The full purchase  price of the shares  purchased  pursuant to the
     exercise of an option  shall be paid in cash or check or by tender of stock
     certificates in proper from for transfer to the Company representing shares
     of Common  Stock  valued at the last sales price of the Common Stock on the
     preceding  business  day  as  reported  on  the  National   Association  of
     Securities  Dealers  Automated  Quotation  System (NASDAQ)  National Market
     System,  or any successor  system,  or by any combination of the foregoing,
     contemporaneously  with the giving of the Exercise  Notice.  The  Committee
     also  may  accept  in  payment  of all or  part  of the  purchase  price  a
     promissory  note of the  Participant.  In  addition  to payment of the full
     price, the Participant shall pay to the Company at the time of exercise, or
     shall otherwise make arrangements  satisfactory to the Committee  regarding
     payment of, any  additional  amount that the Committee  deems  necessary to
     satisfy the Company's liability to withhold federal,  state or local income
     or other taxes incurred by reason of exercise of the option.

     8.  Termination of Employment.  The Committee may specify,  with respect to
the  options  granted  to any  particular  Optionee  who is an  employee  of the
Company,  the effect  upon such  Optionee's  right to  exercise an option of the
termination of such Optionee's  employment  under various  circumstances,  which
effect may include  immediate or deferred  termination of such Optionee's rights
under an option, or acceleration of the date at which an option may be exercised
in full.

     9. Compliance With Applicable Laws.  Notwithstanding any other provision of
the Plan, the Company shall not be obligated to issue any shares of Common Stock
under the Plan unless such issuance is in compliance  with all  applicable  laws
and any applicable  requirements of any securities  exchange on which the Common
Stock is traded.  Prior to the  issuance of any shares of Common Stock under the
Plan, the Company may require a written statement from the recipient as evidence
of such compliance, including, in some cases, an acknowledgment by the recipient
that the  recipient  is  acquiring  the  shares for  investment  and not for the
purpose or with the intention of distributing the shares.
10.  Transferability  and  Restrictions  Upon Transfer and Voting.  Options
under the Plan are not transferable  except by will or under the laws of descent
and  distribution.   Options  may  be  exercised  during  the  lifetime  of  the
Participant  only by the  Participant.  Shares of  Common  Stock  received  upon
exercise  of options  granted  under the Plan may be subject to such  voting and
transfer restrictions as the Committee in its sole discretion shall establish at
the time such options are granted.  If the transfer or voting of shares obtained
upon exercise of an option is restricted,  certificates representing such shares
may bear a legend referring to such restrictions.

     11. Employment and Shareholder  Status.  This Plan, any document describing
this Plan, the grant of any option hereunder,  and any agreement  evidencing the
grant of such option shall not be construed to give any Participant or any other
person a right to  employment  or continued  employment by the Company or affect
the right of the Company to terminate the  employment of any such person with or
without  cause.  The grant of an option under the Plan shall not confer upon the
holder thereof any right as a shareholder of the Company.  No person entitled to
exercise  any  option  granted  under the Plan  shall  have any of the rights or
privileges of a shareholder of record with respect to any shares of Common Stock
issuable  upon  exercise  of such  option  until such  option is  exercised  and
certificates representing such shares have been issued and delivered.

     12. Adjustments and Ownership Changes.

          (a) In the  event of any  change in the  outstanding  shares of Common
     Stock by reason of any stock dividend,  stock split,  or similar  corporate
     change  involving the Common Stock, the aggregate number and kind of shares
     subject to  options  outstanding  or to be granted  under the Plan shall be
     proportionately  adjusted  or  modified,  and the terms of any  outstanding
     option shall be adjusted or modified accordingly.

          (b) Unless  otherwise  provided in the Option Agreement (as defined in
     Section  13   hereof),   in  the  event  of  any   merger,   consolidation,
     reorganization, division or other corporate transaction in which the Common
     Stock is  converted  into  another  security  or into the right to  receive
     securities or property of the Company or of any other entity (an "Ownership
     Change"),  the Company shall have the right, at its discretion,  to provide
     for the assumption or substitution of comparable  stock options in place of
     the options theretofore granted hereunder.

          (c) Unless  otherwise  provided in the Option Agreement (as defined in
     Section 13 hereof),  in the event such an Ownership  Change takes place and
     provision is not made for such assumption or substitution,  or in the event
     that the Company sells all or substantially  all of its assets,  or engages
     in a liquidation of all or substantially  all of its assets (a "Termination
     Event"),   the   Committee   may,  in  its   discretion,   accelerate   the
     exercisability  of any one or more options in accordance with Section 7. It
     is the policy of the Company that the decision  whether to  accelerate  the
     exercisability of outstanding options take into account such factors as the
     profitability  of the transaction  giving rise to the Termination  Event to
     the  shareholders  of the Company,  the likelihood that the business of the
     Company will  substantially  continue under the same,  different or changed
     ownership  following  such  transaction,  the  tenure  and  performance  of
     individual   Participants,   the  possibility  that  some  or  all  of  the
     Participants  receive or are invited to  participate in benefits or benefit
     plans if they  continue as  employees  of the  successor  to the  Company's
     business or other  consideration in connection with such  transaction,  and
     any  other  factors  that  may be  appropriate  within  the  scope of their
     business  judgment.  Whether  or  not  such  an  acceleration  occurs,  all
     outstanding  exercisable and  non-exercisable  options shall be canceled to
     the  extent  they  remain  unexercised  at the  time  such  transaction  is
     consummated.
(d) In no event shall any  fraction of a share of stock be issued upon
     the exercise of an option.

     13.  Agreement  With  Company.  At the  time of a grant of an  option,  the
Committee shall require a Participant to enter into a written agreement with the
Company in a form  specified  by the  Committee  (the "Option  Agreement").  The
Option  Agreement  shall  reflect the  Participant's  agreement to the terms and
conditions  of the  Plan  and to  such  additional  terms  and  conditions,  not
inconsistent  with the  Plan,  as the  Committee  may,  in its sole  discretion,
prescribe. No option purported to be granted pursuant to the Plan shall be valid
or binding on the Company unless  evidenced by an Option  Agreement  approved by
the Committee.

     14.  Amendment  and  Termination  of Plan.  The Board of  Directors  of the
Company may at any time amend,  suspend or  terminate  the Plan.  No  amendment,
suspension  or  termination  of the Plan  (other  than in  connection  with such
actions as are  expressly  authorized  in the Plan)  shall  adversely  affect or
impair any option  previously  granted under the Plan without the consent of the
holder thereof.

                      FORM OF OPTION AGREEMENT - 1998 PLAN

         THIS OPTION AGREEMENT (this "Agreement"), dated as of ______, is by and
between IMMUCOR, INC., a Georgia corporation (the "Company"),  and ________ (the
"Optionee").

         WHEREAS,  the Board of Directors of the Company has determined that the
Optionee  is to be  granted  under the  Company's  1998 Stock  Option  Plan (the
"Plan"),  on the terms and conditions set forth herein, an option (the "Option")
to purchase a specified  number of shares of the common  stock,  par value $0.10
per share, of the Company (the "Common Stock").

         NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

     1. Grant of Option: Number of Shares and Option Price. The Option is for up
to  <
>  shares of Common Stock (the "Option Shares") at a price of
$<
> per share (the "Option Price"). The Option is granted pursuant to the
Plan and is subject to the terms and conditions thereof,  which are incorporated
herein by this  reference.  To the extent any  provision  in this  Agreement  is
inconsistent  with the  Plan,  the  provisions  of the Plan  shall  govern.  The
Participant hereby acknowledges receipt of, or access to, a copy of the Plan.

     2. Period of Option and Conditions of Exercise.

     (a) The  Option  shall be  considered  granted as of the date  hereof  (the
"Option  Date").  The Option shall expire on ________ (the  "Expiration  Date").
Upon the  Expiration  Date, the Optionee shall no longer be entitled to exercise
the Option.
(b) The  Option  may be  exercised  with  respect  to the  number of Option
Shares,  at the times and under the  conditions,  if any, set forth on Exhibit A
hereto (subject to the provisions of Sections 4 and 5 of this  Agreement).  Once
the  Option is  exercisable  with  respect  to a number of  Option  Shares,  the
Optionee  may  exercise the Option at any time from time to time with respect to
all or part of those  Option  Shares  (except  as  provided  in  Section  4). If
requested  by the  Company,  the Optionee  shall  deliver this  Agreement to the
Secretary  of the  Company  at the  time of  exercise  of the  Option  so that a
notation may be made in this Agreement as to such exercise.  After such notation
has been made, this Agreement shall then be returned to the Optionee.

     (c) To exercise the Option,  the Participant  must deliver to the Secretary
of the Company at its corporate  headquarters the Notice of Exercise attached as
Exhibit B to this  Agreement  together  with payment of the  aggregate  exercise
price in the manner permitted by the Plan.

     (d) The  Optionee  shall not be deemed to be a holder of any Option  Shares
following  the  exercise of the Option  until the full  exercise  price for such
shares has been paid and a stock  certificate  has been issued and delivered for
such shares.

     3.  Adjustment  in Number of Shares.  The number of Option  Shares shall be
subject to adjustment for stock dividends,  stock splits,  or similar  corporate
change  involving  the Common Stock to the extent set forth in Section 12 of the
Plan.

     4. Termination of Employment.  In the event the Optionee's  employment with
the  Company  or any of its  subsidiaries  terminates  for  any  reason,  all of
Optionee's rights and privileges shall terminate immediately with respect to the
unvested  portion of the Option  (that  portion of this Option that  immediately
prior to such termination was not  exercisable),  and such portion of the Option
shall not thereafter become  exercisable.  In addition,  the Optionee's right to
exercise the vested  portion of the Option (that  portion of the option that was
exercisable  immediately  prior to the termination of the Optionee's  employment
with the Company or any of its subsidiaries) shall be adjusted as follows:

     (a) In the event of the  termination of the Optionee's  employment with the
Company or any of its subsidiaries,  other than a termination that is either (i)
for Cause,  (ii)  voluntary  on the part of the  Optionee  and  without  written
consent  of the  Company,  or (iii)  for  reasons  of death or  disability,  the
Optionee  may  exercise  this  Option  at any time  before  the  earlier  of the
expiration date of this Option or within three months after such  termination to
the extent the Option had vested  (the number of shares  which were  exercisable
hereunder at the date of such termination).
(b) In the event of a termination  of the  Optionee's  employment  with the
Company  or any of its  subsidiaries  that  is  either  (i)  for  Cause  or (ii)
voluntary  on the  part of the  Optionee  and  without  written  consent  of the
Company, this Option (both the vested and unvested portions),  to the extent not
previously exercised, shall terminate immediately and shall not thereafter be or
become  exercisable.  For purposes of the Agreement,  "Cause" shall mean that of
destruction  of property of the Company or a  subsidiary,  refusal or continuing
inability to perform reasonably  assigned duties,  disregard of Company rules or
policies,  conduct  evidencing willful or reckless disregard of the interests of
the  Company,  or the breach of a material  provision  of this  Agreement.  Such
determination  shall be made by the  Committee and shall be final and binding on
all parties hereto.

     (c) In the event of  termination  of employment  with the Company or any of
its  subsidiaries  because  of the  Optionee's  mental  or  physical  disability
determined by a medical doctor satisfactory to the Company, the Optionee (or his
or her personal representative) may exercise this Option, within a period ending
on the  earlier  of (a)  the  last  day of the one  year  period  following  the
Optionee's  termination or (b) the expiration date of this Option, to the extent
the Option had vested (the number of shares which were exercisable  hereunder at
the date of such termination).

     (d) In the event of a termination of employment  with the Company or any of
its subsidiaries because of the Optionee's death, the Optionee's administrators,
executors  or personal  representatives,  may  exercise  this Option at any time
within a period ending on the earlier of (a) the last day of the one year period
following the Optionee's death or (b) the expiration date of this Option, to the
extent  the  Option  had vested  (the  number of shares  which were  exercisable
hereunder at the date of such termination).

     5.  Ownership   Change.   In  the  event  of  any  merger,   consolidation,
reorganization,  division  or other  corporate  transaction  in which the common
stock of the Company is  converted  into  another  security or into the right to
receive  securities  or  property  of the  Company  or of any other  entity  (an
"Ownership   Change"),   the  Company  shall  provide  for  the   assumption  or
substitution of comparable stock options in place of the Option.

     6. Option Not  Transferable.  The Option is not transferable  other than by
will or under the laws of descent and  distribution.  During the lifetime of the
Optionee, the Option may be exercised only by the Optionee.

     7. Investment Representations.

     (a) The Optionee  acknowledges  that, unless and until the Company notifies
the  Optionee  otherwise,  the  Option  and the Option  Shares  obtainable  upon
exercise  of the Option have not been  registered  under the  Securities  Act of
1933, as amended (the  "Securities  Act"), or under  applicable state securities
laws.

     (b) The  Optionee  acknowledges  that,  prior to the issuance of the Option
Shares, the Company may delay the delivery of certificates for the Option Shares
for such time as the Company deems  necessary or desirable to enable the Company
to comply with (i) the  requirements  of the  Securities  Act or the  Securities
Exchange Act or 1934, as amended,  or any rules or regulations of the Securities
and Exchange Commission or any stock exchange  promulgated  thereunder;  or (ii)
the requirements of applicable state laws relating to authorization, issuance or
sale of such  securities.  The Optionee  shall provide such  information  as the
Company deems necessary or desirable to secure such compliance.
8. Legends. The share certificates evidencing the Option Shares may contain
such legends as may be required in keeping with applicable state corporation and
securities laws.

     9. Notices.  Any notice or other communication  required or permitted to be
given  hereunder shall be in writing and shall be deemed to have been given when
delivered by personal  delivery,  by facsimile  transmission  or by mail, to the
following address:

       To Optionee: At the address shown under the Optionee's signature below.

       To the Company:   Immucor, Inc.
                         3130 Gateway Drive
                         PO Box 5625
                         Norcross, Georgia  30091-5625
                         FAX:  (404) 242-8930
                         Attention:  Chief Financial Officer

or at such other  address or facsimile  number as the parties  hereto shall have
last  designated  by notice to the other  party.  Any notice  given by  personal
delivery or mail shall be deemed to have been  delivered  on the date of receipt
of such delivery at such address; and any notice given by facsimile transmission
shall be deemed to have been delivered on the date of  transmission  if received
during  business  hours on a  business  day,  or the  next  business  day  after
transmission  if received  after business hours on a business day or at any time
on a on-business day.

     10.  Failure to Enforce  Not a Waiver.  The  failure of the  Company or the
Optionee to enforce at any time any provision of this Agreement  shall in no way
be construed to be a waiver of such provisions or of any other provision hereof.

     11.  Amendments.  This  Agreement  may be  amended or  modified  only by an
instrument in writing signed by the Optionee and an authorized representative of
the Company.  Except as provided in Section 14, no third party shall be entitled
to claim the benefit of or enforce this Agreement.

     12.  Governing  Law. This  Agreement  has been entered  into,  and shall be
governed by and construed according to the laws of the State of Georgia, without
regard to the conflicts of law rules thereof.

     13. Regulatory  Approvals.  The exercise of this Option shall be subject to
the condition that if at any time the Company shall  determine in its discretion
that the  satisfaction  of  withholding  tax or other  tax  liabilities,  or the
listing,  registration,  or qualification of any shares of Common Stock upon any
securities  exchange or  quotation  system or under any federal or state law, or
the consent or approval of any  regulatory  body, is necessary or desirable as a
condition of, or in connection with, such exercise,  then in any such event such
exercise shall not be effective  unless such  liabilities have been satisfied or
such listing, registration,  qualification, consent, or approval shall have been
effected or obtained.
14.  Successors and Assigns.  This Agreement shall inure to the benefit of,
and be binding on, the successors  and assigns of the Company,  and such persons
as may be  permitted  to succeed to the rights of the  Optionee  hereunder  with
respect to the Option and the Option  Shares.  The parties shall take such steps
as reasonably  may be necessary,  including but not limited to the execution and
delivery  of an  agreement  or replace  this  Agreement,  to give  effect to the
provisions  of  this  Section  14  in a  way  that  the  relative  benefits  and
obligations  of the  parties  (and  their  successors  and  assigns)  under this
Agreement are preserved as closely as possible.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

       IMMUCOR, INC.

       By:
              -------------------------------------------------------
              Edward L.  Gallup, President

       Name
                    -------------------------------------------------
       Address:
                    -------------------------------------------------

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

                    -------------------------------------------------
EXHIBIT A

                  To Option Agreement Dated As of <
>

                           Number of Option Shares and
                        Terms and Conditions of Exercise:

_______________  shares  exercisable four years after the Option Date,  provided
employee is still employed by Immucor,  Inc.on a full-time basis on this date.

50% of the total granted exercisable two years after the Option Date.

25% of the total granted exercisable three years after the Option Date.

25% of the total granted exercisable four years after the Option Date.

Notwithstanding  the  foregoing  schedule,  all  options  shall  be  immediately
exercisable  on an  accelerated  basis in the  event of a  Termination  Event as
defined in Section 12 of the 1998 Plan, or a Change of Control.  For purposes of
this  Agreement,  "Change of Control"  shall mean: (1) the  consummation  of the
acquisition of 51% or more of the voting power or value of the outstanding stock
of the Company  pursuant  to a tender  offer  validly  made under any federal or
state law (other than a tender  offer by the Company or one  approved in advance
by the Board of Directors);  (2) the consummation of a merger,  consolidation or
other  reorganization  of the  Company  (other  than a  re-incorporation  of the
Company or any merger, consolidation or other reorganization approved in advance
by the Board of Directors), if after giving effect to such merger, consolidation
or  other  reorganization  of the  Company,  the  stockholders  of  the  Company
immediately prior to such merger,  consolidation or other  reorganization do not
represent a majority in interest of the holders of voting securities (on a fully
diluted  basis)  with  the  ordinary  voting  power to  elect  directors  of the
surviving  or  resulting  entity  after  such  merger,  consolidation  or  other
reorganization;  or  (3) a  change  in  the  composition  of a  majority  of the
Company's  Board of  Directors,  other  than such a change  attributable  to the
election of any director  recommended to the  shareholders  by a majority of the
Board of Directors and other than changes  attributable  from the resignation of
any director.
EXHIBIT B
                 NOTICE OF EXERCISE OF STOCK OPTIONS - 1998 PLAN

To Immucor, Inc.

         I hereby elect to purchase  _________________________  shares of common
stock,  par value  $0.10 per share  ("Common  Stock"),  of  Immucor,  Inc.  (the
"Company") in accordance with the option ("Option")  granted to me on __________
under the Option  Agreement  between the  Company and me,  dated as of that date
(the "Option Agreement").  Enclosed is payment in full of the exercise price for
such shares, calculated in accordance with the terms of the Company's 1998 Stock
Option Plan, consisting of a check in the amount of $___________.

         I hereby  represent  and  warrant  that my exercise of the Option is in
compliance  with the terms and conditions set forth in the Option  Agreement.  I
further  acknowledge and agree that the shares so purchased shall remain subject
to the applicable terms and conditions set forth in the Option Agreement.

Date:
     ----------------------------------------------    -------------------------
Ex. 5.1

                 [Letterhead of Sutherland Asbill & Brennan LLP]

                                  June 14, 2002

Immucor, Inc.
3130 Gateway Drive
Norcross, Georgia  30091

Gentlemen:

         We have acted as counsel to Immucor, Inc. (the "Company") in connection
with the  filing  of a  Registration  Statement  on Form S-8 (the  "Registration
Statement")  under the  Securities  Act of 1933,  covering the offering of up to
1,000,000  shares (the "Plan Shares") of the Company's  common stock,  $0.10 par
value  per share  (the  "Common  Stock"),  that may be  issued  pursuant  to the
Immucor, Inc. 1998 Employee Stock Option Plan, effective as of November 12, 1998
(the "Plan"). In connection therewith,  we have examined such corporate records,
certificates  of public  officials  and other  documents  and records as we have
considered necessary or proper for the purpose of this opinion.

         This opinion is limited by, and is in accordance  with,  the January 1,
1992,  edition of the  Interpretive  Standards  applicable to Legal  Opinions to
Third Parties in Corporate  Transactions  adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing, and having regard to legal considerations which
we deem  relevant,  we are of the opinion  that the Plan  Shares  covered by the
Registration Statement, which may be issued pursuant to the Plan will be legally
issued, fully paid and nonassessable when issued in accordance with the Plan.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of the Registration Statement.

                               Sincerely,

                               SUTHERLAND ASBILL & BRENNAN LLP

                               By: /s/ Sutherland Asbill & Brennan LLP

                               Philip H. Moise, a Partner
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8  pertaining  to the Immucor,  Inc. 1998 Stock Option Plan of our report
dated August 29, 2001,  except for paragraphs 2 through 4 of Note 17 as to which
the date is September  11,  2001,  with  respect to the  consolidated  financial
statements  and schedule of Immucor,  Inc.  included in its Annual  Report (Form
10-K/A) for the year ended May 31, 2001,  filed with the Securities and Exchange
Commission.

                                                          /s/ Ernst & Young LLP

Atlanta, Georgia
June 14, 2002