As filed with the Securities and Exchange Commission
			       on June 9, 1995                      
						       File No. 33-
========================================================================
		      SECURITIES AND EXCHANGE COMMISSION
			     Washington, D.C. 20549
				    FORM S-8
	  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

			     HEMACARE CORPORATION
	  ------------------------------------------------------
	  (Exact Name of Registrant as specified in its Charter)

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

4954 Van Nuys Boulevard, Sherman Oaks, California         91403
- -------------------------------------------------      ----------
(Address of Principal Executive Offices)               (Zip Code)

		HemaCare Corporation 1986 Stock Option Plan
		--------------------------------------------
			(Full Title of the Plan)
  
			     HAL I. LIEBERMAN
	 4954 Van Nuys Boulevard, Sherman Oaks, California  91403
	 ---------------------------------------------------------
		  (Name and Address of Agent for Service)

				(818) 986-3883
	 -------------------------------------------------------------
	 (Telephone Number, including Area Code, of Agent for Service)

		Please send copies of all correspondence to:

			   GORDON R. KANOFSKY, ESQ.
			    Hughes Hubbard & Reed
		      350 South Grand Avenue, 36th Floor
		      Los Angeles, California  90071-3442
				(213) 613-2800
       
		       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
						   Proposed
Title of Securities      Amount to be          Proposed Maximum             Aggregate Offering          Amount of
 to be Registered         Registered         Offering Price Per Share               Price           Registration Fee
- -------------------     -------------        ------------------------       ------------------      -----------------
<S>                     <C>                  <C>                            <C>                     <C>
Common Stock, without 
par value               160,000 shares <F1>  $2.20  <F2>                    $352,000                $122.00
=====================   ===================  =========================      ===================     ==================

<FN>
(1)  Includes an indeterminable number of shares which may be issued as a 
result of anti-dilution provisions set forth in the stock option plan to 
which this Registration Statement relates.  
(2)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457, based upon the average of the high and low prices of 
the Registrant's Common Stock as reported on the Nasdaq/SmallCap Market 
on June 7, 1995.
</FN>
</TABLE>
<PAGE>
			   EXPLANATORY NOTE

This Registration Statement relates to an amendment of the HemaCare 
Corporation 1986 Stock Option Plan that increased the aggregate number of 
shares of common stock authorized for issuance thereunder from 800,000 to 
960,000.  Of such shares, 800,000 have already been registered (450,000 shares 
were registered pursuant to a Registration Statement on Form S-8 (File No.
33-30971), which was filed with the Commission on September 11, 1989, and 
an additional 350,000 shares were registered pursuant to a Registration 
Statement on Form S-8 (File No. 33-52622), which was filed with the Commission 
on October 2, 1992 (the "1992 Registration Statement")).  This Registration 
Statement, therefore, relates to the remaining 160,000 shares that may be
issued pursuant to such plan.  The contents of the 1992 Registration 
Statement are hereby incorporated by reference.  The Items below contain 
information required in this Registration Statement that was not included in 
the 1992 Registration Statement.

				  PART II  

	     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
	  ----------------------------------------

There are hereby incorporated by reference in this Registration Statement the 
following documents and information heretofore filed with the Securities and 
Exchange Commission (the "Commission"):

     (a)  the Registrant's Annual Report on Form 10-K for the fiscal year 
	  ended December 31, 1994, including the portions of the Registrant's 
	  definitive proxy statement for its 1995 Annual Meeting of 
	  Shareholders incorporated by reference into such Annual Report; and

     (b)  the description of the Registrant's Common Stock contained in its 
	  Registration Statement on Form 8-A, dated December 5, 1986, filed 
	  with the Commission pursuant to Section 12 of the Exchange Act, and 
	  any amendment or report filed with the Commission for the purpose of 
	  updating such description.

All documents filed with the Commission by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this Registration Statement 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 this Registration Statement and to be part 
hereof from the date of filing of such documents.  Any statement contained 
				     II-2
<PAGE>
herein or in a document, all or a portion of which is incorporated or deemed 
to be incorporated by reference herein, shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained in any subsequently filed document which also is or is 
deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement.

Item 8.   Exhibits.
	  ---------

	  4.3   HemaCare Corporation 1986 Stock Option Plan, as amended 
		(incorporated by referenced to Exhibit 10.4 of the 
		Registrant's Quarterly Report on Form 10-Q for the fiscal 
		quarter ended September 30, 1994).

	  5.1   Opinion of Hughes Hubbard & Reed.
     
	  23.1  Consent of Arthur Andersen LLP.
     
	  23.2  Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1).
     
	  24.1  Power of Attorney (see page S-1).

				       II-3
<PAGE>
				    SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sherman Oaks, State of California, 
on the 9th day of June, 1995.

				   HEMACARE CORPORATION

				   By:/s/ HAL I. LIEBERMAN  
				      ---------------------------
				      Hal I. Lieberman
				      President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Hal I. Lieberman and Thomas M. Asher, or either 
of them, jointly and severally, his true and lawful attorneys-in-fact and 
agents, with full powers of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments to this Registration Statement, and to file the same with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
as to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or their 
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                     Title                         Date
- ----------                    -----                         ----

/s/ THOMAS M. ASHER           Chairman of the Board         June 9, 1995
- -------------------------      of Directors
Thomas M. Asher, Ph.D.

/s/ HAL I. LIEBERMAN          President, Chief Executive    June 9, 1995
- ------------------------      Officer and Director 
Hal I. Lieberman              (principal executive officer)

				    S-1
<PAGE>

/s/ JOSHUA LEVY               Sr. Vice President and        June 9, 1995
- -------------------------     Director 
Joshua Levy, M.D.

/s/ GLENN W. BARTLETT         Director                      June 9, 1995
- -------------------------
Glenn W. Bartlett, Ph.D.

			      Director                      June 9, 1995
- -------------------------
Alfred G. Scheid

/s/ WILLIS L. WARNER          Director                      June 9, 1995
- -------------------------
Willis L. Warner, M.D.

/s/ SHARON C. KAISER
- -------------------------     Chief Financial Officer       June 9, 1995
Sharon C. Kaiser              (principal financial and
			      accounting officer)

				     S-2
<PAGE>
				 EXHIBIT INDEX
<TABLE>
<CAPTION>

								      Sequentially
Description of Exhibit                                                Numbered Page
- ----------------------                                                -------------
<S>   <C>                                                             <C>
4.3   HemaCare Corporation 1986 Stock Option Plan, as amended 
      (incorporated by referenced to Exhibit 10.4 of the 
      Registrant's Quarterly Report on Form 10-Q for the fiscal 
      quarter ended September 30, 1994)..........................

5.1   Opinion of Hughes Hubbard & Reed...........................     Filed herewith electronically 
     
23.1  Consent of Arthur Andersen LLP.............................     Filed herewith electronically
     
23.2  Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1)     Filed herewith electronically
     
24.1  Power of Attorney (see page S-1)...........................     Filed herewith electronically 
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10395}]
{"company-data": {"conformed-name": "HEMACARE CORP /CA/", "cik": "0000801748", "assigned-sic": "8090", "irs-number": "953280412", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60101", "film-number": "95546126"}, "business-address": {"street1": "4954 VAN NUYS BLVD, 2ND FL.", "city": "SHERMAN OAKS", "state": "CA", "zip": "91403", "phone": "818-986-3883"}, "mail-address": {"street1": "4954 VAN NUYS BLVD, 2ND FL.", "city": "SHERMAN", "state": "CA", "zip": "91403"}}
As filed with the Securities and Exchange Commission
			       on June 9, 1995                      
						       File No. 33-
========================================================================
		      SECURITIES AND EXCHANGE COMMISSION
			     Washington, D.C. 20549
				    FORM S-8
	  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

			     HEMACARE CORPORATION
	  ------------------------------------------------------
	  (Exact Name of Registrant as specified in its Charter)

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

4954 Van Nuys Boulevard, Sherman Oaks, California         91403
- -------------------------------------------------      ----------
(Address of Principal Executive Offices)               (Zip Code)

		HemaCare Corporation 1986 Stock Option Plan
		--------------------------------------------
			(Full Title of the Plan)
  
			     HAL I. LIEBERMAN
	 4954 Van Nuys Boulevard, Sherman Oaks, California  91403
	 ---------------------------------------------------------
		  (Name and Address of Agent for Service)

				(818) 986-3883
	 -------------------------------------------------------------
	 (Telephone Number, including Area Code, of Agent for Service)

		Please send copies of all correspondence to:

			   GORDON R. KANOFSKY, ESQ.
			    Hughes Hubbard & Reed
		      350 South Grand Avenue, 36th Floor
		      Los Angeles, California  90071-3442
				(213) 613-2800
       
		       CALCULATION OF REGISTRATION FEE
Proposed
Title of Securities      Amount to be          Proposed Maximum             Aggregate Offering          Amount of
 to be Registered         Registered         Offering Price Per Share               Price           Registration Fee
- -------------------     -------------        ------------------------       ------------------      -----------------
Common Stock, without 
par value               160,000 shares
$2.20
$352,000                $122.00
=====================   ===================  =========================      ===================     ==================
(1)  Includes an indeterminable number of shares which may be issued as a 
result of anti-dilution provisions set forth in the stock option plan to 
which this Registration Statement relates.  
(2)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457, based upon the average of the high and low prices of 
the Registrant's Common Stock as reported on the Nasdaq/SmallCap Market 
on June 7, 1995.
EXPLANATORY NOTE

This Registration Statement relates to an amendment of the HemaCare 
Corporation 1986 Stock Option Plan that increased the aggregate number of 
shares of common stock authorized for issuance thereunder from 800,000 to 
960,000.  Of such shares, 800,000 have already been registered (450,000 shares 
were registered pursuant to a Registration Statement on Form S-8 (File No.
33-30971), which was filed with the Commission on September 11, 1989, and 
an additional 350,000 shares were registered pursuant to a Registration 
Statement on Form S-8 (File No. 33-52622), which was filed with the Commission 
on October 2, 1992 (the "1992 Registration Statement")).  This Registration 
Statement, therefore, relates to the remaining 160,000 shares that may be
issued pursuant to such plan.  The contents of the 1992 Registration 
Statement are hereby incorporated by reference.  The Items below contain 
information required in this Registration Statement that was not included in 
the 1992 Registration Statement.

				  PART II  

	     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
	  ----------------------------------------

There are hereby incorporated by reference in this Registration Statement the 
following documents and information heretofore filed with the Securities and 
Exchange Commission (the "Commission"):

     (a)  the Registrant's Annual Report on Form 10-K for the fiscal year 
	  ended December 31, 1994, including the portions of the Registrant's 
	  definitive proxy statement for its 1995 Annual Meeting of 
	  Shareholders incorporated by reference into such Annual Report; and

     (b)  the description of the Registrant's Common Stock contained in its 
	  Registration Statement on Form 8-A, dated December 5, 1986, filed 
	  with the Commission pursuant to Section 12 of the Exchange Act, and 
	  any amendment or report filed with the Commission for the purpose of 
	  updating such description.

All documents filed with the Commission by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of 
this Registration Statement 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 this Registration Statement and to be part 
hereof from the date of filing of such documents.  Any statement contained 
				     II-2
herein or in a document, all or a portion of which is incorporated or deemed 
to be incorporated by reference herein, shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained in any subsequently filed document which also is or is 
deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement.

Item 8.   Exhibits.
	  ---------

	  4.3   HemaCare Corporation 1986 Stock Option Plan, as amended 
		(incorporated by referenced to Exhibit 10.4 of the 
		Registrant's Quarterly Report on Form 10-Q for the fiscal 
		quarter ended September 30, 1994).

	  5.1   Opinion of Hughes Hubbard & Reed.
     
	  23.1  Consent of Arthur Andersen LLP.
     
	  23.2  Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1).
     
	  24.1  Power of Attorney (see page S-1).

				       II-3
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sherman Oaks, State of California, 
on the 9th day of June, 1995.

				   HEMACARE CORPORATION

				   By:/s/ HAL I. LIEBERMAN  
				      ---------------------------
				      Hal I. Lieberman
				      President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Hal I. Lieberman and Thomas M. Asher, or either 
of them, jointly and severally, his true and lawful attorneys-in-fact and 
agents, with full powers of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments to this Registration Statement, and to file the same with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents full power and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
as to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or their 
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                     Title                         Date
- ----------                    -----                         ----

/s/ THOMAS M. ASHER           Chairman of the Board         June 9, 1995
- -------------------------      of Directors
Thomas M. Asher, Ph.D.

/s/ HAL I. LIEBERMAN          President, Chief Executive    June 9, 1995
- ------------------------      Officer and Director 
Hal I. Lieberman              (principal executive officer)

				    S-1
/s/ JOSHUA LEVY               Sr. Vice President and        June 9, 1995
- -------------------------     Director 
Joshua Levy, M.D.

/s/ GLENN W. BARTLETT         Director                      June 9, 1995
- -------------------------
Glenn W. Bartlett, Ph.D.

			      Director                      June 9, 1995
- -------------------------
Alfred G. Scheid

/s/ WILLIS L. WARNER          Director                      June 9, 1995
- -------------------------
Willis L. Warner, M.D.

/s/ SHARON C. KAISER
- -------------------------     Chief Financial Officer       June 9, 1995
Sharon C. Kaiser              (principal financial and
			      accounting officer)

				     S-2
EXHIBIT INDEX
Sequentially
Description of Exhibit                                                Numbered Page
- ----------------------                                                -------------
4.3   HemaCare Corporation 1986 Stock Option Plan, as amended 
      (incorporated by referenced to Exhibit 10.4 of the 
      Registrant's Quarterly Report on Form 10-Q for the fiscal 
      quarter ended September 30, 1994)..........................

5.1   Opinion of Hughes Hubbard & Reed...........................     Filed herewith electronically 
     
23.1  Consent of Arthur Andersen LLP.............................     Filed herewith electronically
     
23.2  Consent of Hughes Hubbard & Reed (contained in Exhibit 5.1)     Filed herewith electronically
     
24.1  Power of Attorney (see page S-1)...........................     Filed herewith electronically