As filed with the Securities and Exchange Commission on July 20, 2001
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



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



         Delaware                                              01-0382980
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or organization)                              Identification No.)


                    56 Evergreen Drive, Portland, Maine 04103
                    -----------------------------------------
                    (Address of Principal Executive Offices)



                      2000 Stock Option and Incentive Plan
                  2000 Stock Option Plan for Outside Directors
                   1999 Non-Qualified Stock Option Agreements
                   ------------------------------------------
                            (Full title of the plans)



                               Michael F. Brigham
                President, Chief Executive Officer and Treasurer
                              IMMUCELL CORPORATION
                   56 Evergreen Street, Portland, Maine 04103
                   ------------------------------------------
                     (Name and address of agent for service)



                                 (207) 878-2770
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)



================================================================================
<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
========================= ====================== ======================= ====================== ======================
                                                    Proposed Maximum       Proposed Maximum
  Title of Securities         Amount to be           Offering Price       Aggregate Offering          Amount of
   to be Registered            Registered            Per Share (*)             Price (*)          Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
Common Stock, par value       692,566 shs.       $1.3125, $2.00,           $ 1,926,057.88             $481.52
$.10 per share                                   $2.71, $3.50
========================= ====================== ======================= ====================== ======================
</TABLE>



* For purposes of computing registration fee only. Pursuant to Rule 457(c) and
Rule 457(h), the proposed maximum offering price per share is based upon (a) (i)
the exercise price per share ($1.3125) of outstanding options for 72,566 shares,
(ii) the exercise price per share ($2.00) of outstanding options for 60,000
shares, (iii) the exercise price per share ($2.71) of outstanding options for
78,000 shares and (iv) the exercise price per share ($3.50) of outstanding
options for 249,000 shares, and (b) for the remaining 233,000 outstanding
options, upon the average of the high and low prices for the Company's Common
Stock on the composite tape for the Nasdaq SmallCap Market on July 18, 2001.




























                                        2
<PAGE>
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         This Registration Statement relates to (i) 500,000 shares of Common
Stock, par value $.10 per share ("Common Stock"), of ImmuCell Corporation (the
"Company" or the "Registrant") which may be issued upon the exercise of options
heretofore granted and to be granted from time to time under the Company's 2000
Stock Option and Incentive Plan, (ii) 120,000 shares of Common Stock which may
be issued upon the exercise of options heretofore granted and to be granted
under the Company's 2000 Stock Option Plan for Outside Directors, and (iii)
72,566 shares which may be issued upon the exercise of options heretofore
granted under Employment Agreements (the "1999 Non-Qualified Stock Option
Agreements") entered into between the Company and three individuals who were
each employees of the Company at the time of the agreements.


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act");

         (b) The Company's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 2001, filed pursuant to Section 13(a) of the 1934 Act;

         (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the document referred to in
(a) above; and

         (d) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A dated March 18, 1987, filed under the
1934 Act, and any amendment or report filed under the 1934 Act for the purpose
of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.









                                        3
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is incorporated in Delaware and consequently is subject to
the Delaware General Corporation Law (the "DGCL"). Section 145 of the DGCL
provides a detailed statutory framework covering indemnification of directors
and officers who have been or are threatened to be or have been made defendants
in legal proceedings by reason of their service as directors or officers of the
Company or its subsidiary. The Company's By-laws provide, in effect, that the
Company shall indemnify its directors and officers to the maximum extent
permitted by Delaware law. Article V, Sections 1 through 9 of the By-Laws of the
Company provide as follows:

         Section 1. Actions other than by or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in his favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee



                                        4
<PAGE>

or agent of another corporation, partnership, joint venture, trust or other
enterprises against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances for the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.

         Section 3. Success on the Merits. To the extent that any person
described in Section 1 or 2 of this Article V has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         Section 4. Specific Authorization. Any indemnification under Section 1
or 2 of this Article V (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections. Such determination shall be made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders to the
corporation.

         Section 5. Advance Payment. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of any person described in said Section to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.

         Section 6. Non-Exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
V shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.







                                        5
<PAGE>

         Section 7. Insurance. The Board of Directors may authorize, by a vote
of the majority of the full board, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article V.

         Section 8. Continuation of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article V shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Section 9. Intent of Article. The intent of this Article V is to
provide for indemnification and advancement of expenses to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware. To the
extent that such Section or any successor action may be amended or supplemented
from time to time, this Article V shall be amended automatically and construed
so as to permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law."

Reference is made to Article Eighth of the Company's Certificate of
Incorporation which provides as follows:

         "EIGHTH. A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition to and not in limitation of the
foregoing, a director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director to the fullest extent provided by the General Corporation Law of
Delaware as the same may hereafter be amended."

Reference is also made to Section 145 of the DGCL, which provides as follows:

         (a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation






                                        6
<PAGE>

as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made with respect to a person who is a
director or officer at the time of such determination (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum,





                                        7
<PAGE>

or (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, administrative or investigative action, suit or
proceeding, may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person






                                        8
<PAGE>

with respect to any employee benefit plans; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this section.

         (j) The indemnification and advancement expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

         As permitted by the By-laws, the Company also presently maintains a
policy of directors' and officers' liability insurance.

         The Company has also entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and executive officers
which is intended to complement the indemnity and protection available under the
Company's Certificate of Incorporation and By-laws and the directors' and
officers' liability insurance policy maintained by the Company, and to provide
for indemnification of directors and officers to the fullest extent permitted by
applicable law.

         While the Company's By-laws provide, in effect, that the Company shall
indemnify directors and officers to the maximum extent permitted by Delaware
law, the Indemnification Agreement provides a number of procedures, presumptions
and remedies used in the determination of the right of the director or officer
to indemnification. These procedures, presumptions and remedies substantially
broaden the indemnity rights of directors and officers beyond those expressly
contained in the By-laws and in Section 145 of the DGCL.

         The Indemnification Agreement provides that the Company will pay
certain expenses incurred by a director or officer in connection with any
threatened, pending or completed action, suit, arbitration or proceeding,
whether civil, criminal, administrative, or investigative, and specifically
including actions by or in the name of the Company ("derivative suits"), where
the individual's involvement is by reason of the fact that he is or was a
director or officer. Such amounts include attorneys' fees and other expenses
customarily incurred in connection with legal





                                        9
<PAGE>

proceedings and, in the case of proceedings other than derivative suits,
judgments, fines and amounts paid in settlement. Indemnification would be
available for actions, suits, arbitrations or proceedings commenced after the
effective date of the Indemnification Agreement. A director or officer will not
receive indemnification if the director or officer is found not to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company.

         The Indemnification Agreement further provides that if an action
against an indemnified party is dismissed, with or without prejudice, the
defense is deemed to have been successful and indemnification is required to be
made. The Indemnification Agreement also provides that litigation expenses must
be advanced within twenty days of any request, against an undertaking to repay
if the payee is ultimately determined not be entitled to indemnification. A
determination of entitlement must be made within sixty days of an
indemnification request, and payment is to be made within ten days after a
favorable determination. (Otherwise a determination in favor of the indemnified
party is deemed to have been made.) If there is a change in control of the
Company (as defined in the Indemnification Agreement), the indemnified party is
presumed to be entitled to indemnification (although the Company may overcome
this presumption), and the indemnified party may require that independent
counsel (as defined in the Indemnification Agreement) make the determination of
entitlement and may choose such counsel, subject to objection by the Company on
limited grounds specified in the Indemnification Agreement. If a determination
of entitlement is made, the Company is bound, but if the indemnified party is
denied indemnification pursuant to the terms of the Indemnification Agreement he
or she is entitled to seek a DE NOVO determination from a court. The indemnified
party is entitled to enforce the Indemnification Agreement in court and the
Company is precluded from challenging the validity of the procedures and
presumptions contained in the Indemnification Agreement.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith:

         EXHIBIT NO.    DESCRIPTION
         -----------    -----------

             4.1        2000 Stock Option and Incentive Plan of the Company, as
                        amended.

             4.2        2000 Stock Option Plan for Outside Directors
                        (incorporated by reference to Exhibit 10.20 to the
                        Company's Annual Report on Form 10-K for the fiscal year
                        ended December 31, 2000).




                                       10
<PAGE>

             4.3        Employment Agreement dated April 29, 1999 between the
                        Company and Michael F. Brigham (incorporated by
                        reference to Exhibit 10.22 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1999).

             4.4        Employment Agreement dated April 29, 1999 between the
                        Company and Joseph H. Crabb (incorporated by reference
                        to Exhibit 10.23 to the Company's Annual Report on Form
                        10-K for the fiscal year ended December 31, 1999).

             4.5        Employment Agreement dated April 29, 1999 between the
                        Company and Stafford C. Walker (incorporated by
                        reference to Exhibit 10.24 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1999).

             4.6        Rights Agreement dated as of September 5, 1995 between
                        the Company and American Stock Transfer and Trust Co.,
                        as Rights Agent, which includes as Exhibit A thereto the
                        form of Right Certificate and as Exhibit B thereto the
                        Summary of Rights to Purchase Common Stock (incorporated
                        by reference to Exhibit 4.1 to the Company's Current
                        Report on Form 8-K dated September 5, 1995).

             5          Opinion of Day, Berry & Howard LLP.

             23.1       Consent of PricewaterhouseCoopers LLP.

             23.2       Consent of Day, Berry & Howard LLP (included in Exhibit
                        5).

             24         Power of attorney (see signature pages).



ITEM 9.  UNDERTAKINGS.

         A.  Undertaking to Update Annually

             The undersigned Registrant hereby undertakes:

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

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

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


                                       11
<PAGE>

             (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 paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

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

         B.  Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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.

         C.  Undertaking With Respect to Indemnification of Directors, Officers
or Controlling Persons

             Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.



                                       12
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Maine on July 20, 2001.

                                   IMMUCELL CORPORATION


                                   By: /s/ Michael F. Brigham
                                       -----------------------------
                                       Name:  Michael F. Brigham
                                       Title: President, Chief Executive Officer
                                              and Treasurer



         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. Each person whose signature appears below
hereby constitutes Michael F. Brigham and Joseph H. Crabb and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.



      SIGNATURE                       TITLE                            DATE
      ---------                       -----                            ----

/s/ Michael F. Brigham         President, Chief Executive          July 20, 2001
------------------------       Officer, Treasurer and Director
Michael F. Brigham             (Principal Executive, Financial
                               and Accounting Officer)


/s/ Anthony B. Cashen          Director                            July 20, 2001
------------------------
Anthony B. Cashen



/s/ Joseph H. Crabb            Director                            July 20, 2001
------------------------
Joseph H. Crabb





                                       13
<PAGE>




                               Director                            July __, 2001
------------------------
Keith N. Haffer




/s/ William H. Maxwell, M.D.   Director                            July 20, 2001
----------------------------
William H. Maxwell, M.D.




/s/ Jonathan E. Rothschild     Director                            July 20, 2001
--------------------------
Jonathan E. Rothschild




/s/ Mitchel Sayare             Director                            July 20, 2001
------------------------
Mitchel Sayare




/s/ Tracy D. Wilkins           Director                            July 20, 2001
------------------------
Tracy D. Wilkins




















                                       14
<PAGE>

                                  EXHIBIT INDEX




         EXHIBIT NO.    DESCRIPTION
         -----------    -----------

             4.1        2000 Stock Option and Incentive Plan of the Company, as
                        amended

             5          Opinion of Day, Berry & Howard LLP

             23.1       Consent of PricewaterhouseCoopers LLP

             23.2       Consent of Day, Berry & Howard LLP (included in Exhibit
                        5)

             24         Power of attorney (see signature pages)



































                                       15
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As filed with the Securities and Exchange Commission on July 20, 2001
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

         Delaware                                              01-0382980
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or organization)                              Identification No.)

                    56 Evergreen Drive, Portland, Maine 04103
                    -----------------------------------------
                    (Address of Principal Executive Offices)

                      2000 Stock Option and Incentive Plan
                  2000 Stock Option Plan for Outside Directors
                   1999 Non-Qualified Stock Option Agreements
                   ------------------------------------------
                            (Full title of the plans)

                               Michael F. Brigham
                President, Chief Executive Officer and Treasurer
                              IMMUCELL CORPORATION
                   56 Evergreen Street, Portland, Maine 04103
                   ------------------------------------------
                     (Name and address of agent for service)

                                 (207) 878-2770
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

================================================================================
CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ======================
                                                    Proposed Maximum       Proposed Maximum
  Title of Securities         Amount to be           Offering Price       Aggregate Offering          Amount of
   to be Registered            Registered            Per Share (*)             Price (*)          Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value       692,566 shs.       $1.3125, $2.00,           $ 1,926,057.88             $481.52
$.10 per share                                   $2.71, $3.50
========================= ====================== ======================= ====================== ======================
* For purposes of computing registration fee only. Pursuant to Rule 457(c) and
Rule 457(h), the proposed maximum offering price per share is based upon (a) (i)
the exercise price per share ($1.3125) of outstanding options for 72,566 shares,
(ii) the exercise price per share ($2.00) of outstanding options for 60,000
shares, (iii) the exercise price per share ($2.71) of outstanding options for
78,000 shares and (iv) the exercise price per share ($3.50) of outstanding
options for 249,000 shares, and (b) for the remaining 233,000 outstanding
options, upon the average of the high and low prices for the Company's Common
Stock on the composite tape for the Nasdaq SmallCap Market on July 18, 2001.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement relates to (i) 500,000 shares of Common
Stock, par value $.10 per share ("Common Stock"), of ImmuCell Corporation (the
"Company" or the "Registrant") which may be issued upon the exercise of options
heretofore granted and to be granted from time to time under the Company's 2000
Stock Option and Incentive Plan, (ii) 120,000 shares of Common Stock which may
be issued upon the exercise of options heretofore granted and to be granted
under the Company's 2000 Stock Option Plan for Outside Directors, and (iii)
72,566 shares which may be issued upon the exercise of options heretofore
granted under Employment Agreements (the "1999 Non-Qualified Stock Option
Agreements") entered into between the Company and three individuals who were
each employees of the Company at the time of the agreements.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act");

         (b) The Company's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 2001, filed pursuant to Section 13(a) of the 1934 Act;

         (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the document referred to in
(a) above; and

         (d) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A dated March 18, 1987, filed under the
1934 Act, and any amendment or report filed under the 1934 Act for the purpose
of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

                                        3
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is incorporated in Delaware and consequently is subject to
the Delaware General Corporation Law (the "DGCL"). Section 145 of the DGCL
provides a detailed statutory framework covering indemnification of directors
and officers who have been or are threatened to be or have been made defendants
in legal proceedings by reason of their service as directors or officers of the
Company or its subsidiary. The Company's By-laws provide, in effect, that the
Company shall indemnify its directors and officers to the maximum extent
permitted by Delaware law. Article V, Sections 1 through 9 of the By-Laws of the
Company provide as follows:

         Section 1. Actions other than by or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in his favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee

                                        4
or agent of another corporation, partnership, joint venture, trust or other
enterprises against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances for the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.

         Section 3. Success on the Merits. To the extent that any person
described in Section 1 or 2 of this Article V has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         Section 4. Specific Authorization. Any indemnification under Section 1
or 2 of this Article V (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections. Such determination shall be made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders to the
corporation.

         Section 5. Advance Payment. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of any person described in said Section to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.

         Section 6. Non-Exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
V shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

                                        5
Section 7. Insurance. The Board of Directors may authorize, by a vote
of the majority of the full board, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article V.

         Section 8. Continuation of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article V shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Section 9. Intent of Article. The intent of this Article V is to
provide for indemnification and advancement of expenses to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware. To the
extent that such Section or any successor action may be amended or supplemented
from time to time, this Article V shall be amended automatically and construed
so as to permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law."

Reference is made to Article Eighth of the Company's Certificate of
Incorporation which provides as follows:

         "EIGHTH. A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition to and not in limitation of the
foregoing, a director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director to the fullest extent provided by the General Corporation Law of
Delaware as the same may hereafter be amended."

Reference is also made to Section 145 of the DGCL, which provides as follows:

         (a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation

                                        6
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made with respect to a person who is a
director or officer at the time of such determination (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum,

                                        7
or (2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, administrative or investigative action, suit or
proceeding, may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person

                                        8
with respect to any employee benefit plans; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this section.

         (j) The indemnification and advancement expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

         As permitted by the By-laws, the Company also presently maintains a
policy of directors' and officers' liability insurance.

         The Company has also entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and executive officers
which is intended to complement the indemnity and protection available under the
Company's Certificate of Incorporation and By-laws and the directors' and
officers' liability insurance policy maintained by the Company, and to provide
for indemnification of directors and officers to the fullest extent permitted by
applicable law.

         While the Company's By-laws provide, in effect, that the Company shall
indemnify directors and officers to the maximum extent permitted by Delaware
law, the Indemnification Agreement provides a number of procedures, presumptions
and remedies used in the determination of the right of the director or officer
to indemnification. These procedures, presumptions and remedies substantially
broaden the indemnity rights of directors and officers beyond those expressly
contained in the By-laws and in Section 145 of the DGCL.

         The Indemnification Agreement provides that the Company will pay
certain expenses incurred by a director or officer in connection with any
threatened, pending or completed action, suit, arbitration or proceeding,
whether civil, criminal, administrative, or investigative, and specifically
including actions by or in the name of the Company ("derivative suits"), where
the individual's involvement is by reason of the fact that he is or was a
director or officer. Such amounts include attorneys' fees and other expenses
customarily incurred in connection with legal

                                        9
proceedings and, in the case of proceedings other than derivative suits,
judgments, fines and amounts paid in settlement. Indemnification would be
available for actions, suits, arbitrations or proceedings commenced after the
effective date of the Indemnification Agreement. A director or officer will not
receive indemnification if the director or officer is found not to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company.

         The Indemnification Agreement further provides that if an action
against an indemnified party is dismissed, with or without prejudice, the
defense is deemed to have been successful and indemnification is required to be
made. The Indemnification Agreement also provides that litigation expenses must
be advanced within twenty days of any request, against an undertaking to repay
if the payee is ultimately determined not be entitled to indemnification. A
determination of entitlement must be made within sixty days of an
indemnification request, and payment is to be made within ten days after a
favorable determination. (Otherwise a determination in favor of the indemnified
party is deemed to have been made.) If there is a change in control of the
Company (as defined in the Indemnification Agreement), the indemnified party is
presumed to be entitled to indemnification (although the Company may overcome
this presumption), and the indemnified party may require that independent
counsel (as defined in the Indemnification Agreement) make the determination of
entitlement and may choose such counsel, subject to objection by the Company on
limited grounds specified in the Indemnification Agreement. If a determination
of entitlement is made, the Company is bound, but if the indemnified party is
denied indemnification pursuant to the terms of the Indemnification Agreement he
or she is entitled to seek a DE NOVO determination from a court. The indemnified
party is entitled to enforce the Indemnification Agreement in court and the
Company is precluded from challenging the validity of the procedures and
presumptions contained in the Indemnification Agreement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed herewith:

         EXHIBIT NO.    DESCRIPTION
         -----------    -----------

             4.1        2000 Stock Option and Incentive Plan of the Company, as
                        amended.

             4.2        2000 Stock Option Plan for Outside Directors
                        (incorporated by reference to Exhibit 10.20 to the
                        Company's Annual Report on Form 10-K for the fiscal year
                        ended December 31, 2000).

                                       10
4.3        Employment Agreement dated April 29, 1999 between the
                        Company and Michael F. Brigham (incorporated by
                        reference to Exhibit 10.22 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1999).

             4.4        Employment Agreement dated April 29, 1999 between the
                        Company and Joseph H. Crabb (incorporated by reference
                        to Exhibit 10.23 to the Company's Annual Report on Form
                        10-K for the fiscal year ended December 31, 1999).

             4.5        Employment Agreement dated April 29, 1999 between the
                        Company and Stafford C. Walker (incorporated by
                        reference to Exhibit 10.24 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended December
                        31, 1999).

             4.6        Rights Agreement dated as of September 5, 1995 between
                        the Company and American Stock Transfer and Trust Co.,
                        as Rights Agent, which includes as Exhibit A thereto the
                        form of Right Certificate and as Exhibit B thereto the
                        Summary of Rights to Purchase Common Stock (incorporated
                        by reference to Exhibit 4.1 to the Company's Current
                        Report on Form 8-K dated September 5, 1995).

             5          Opinion of Day, Berry & Howard LLP.

             23.1       Consent of PricewaterhouseCoopers LLP.

             23.2       Consent of Day, Berry & Howard LLP (included in Exhibit
                        5).

             24         Power of attorney (see signature pages).

ITEM 9.  UNDERTAKINGS.

         A.  Undertaking to Update Annually

             The undersigned Registrant hereby undertakes:

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

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

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

                                       11
(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 paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

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

         B.  Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference

             The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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.

         C.  Undertaking With Respect to Indemnification of Directors, Officers
or Controlling Persons

             Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.

                                       12
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 Portland, State of Maine on July 20, 2001.

                                   IMMUCELL CORPORATION

                                   By: /s/ Michael F. Brigham
                                       -----------------------------
                                       Name:  Michael F. Brigham
                                       Title: President, Chief Executive Officer
                                              and Treasurer

         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. Each person whose signature appears below
hereby constitutes Michael F. Brigham and Joseph H. Crabb and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.

      SIGNATURE                       TITLE                            DATE
      ---------                       -----                            ----

/s/ Michael F. Brigham         President, Chief Executive          July 20, 2001
------------------------       Officer, Treasurer and Director
Michael F. Brigham             (Principal Executive, Financial
                               and Accounting Officer)

/s/ Anthony B. Cashen          Director                            July 20, 2001
------------------------
Anthony B. Cashen

/s/ Joseph H. Crabb            Director                            July 20, 2001
------------------------
Joseph H. Crabb

                                       13
Director                            July __, 2001
------------------------
Keith N. Haffer

/s/ William H. Maxwell, M.D.   Director                            July 20, 2001
----------------------------
William H. Maxwell, M.D.

/s/ Jonathan E. Rothschild     Director                            July 20, 2001
--------------------------
Jonathan E. Rothschild

/s/ Mitchel Sayare             Director                            July 20, 2001
------------------------
Mitchel Sayare

/s/ Tracy D. Wilkins           Director                            July 20, 2001
------------------------
Tracy D. Wilkins

                                       14
EXHIBIT INDEX

         EXHIBIT NO.    DESCRIPTION
         -----------    -----------

             4.1        2000 Stock Option and Incentive Plan of the Company, as
                        amended

             5          Opinion of Day, Berry & Howard LLP

             23.1       Consent of PricewaterhouseCoopers LLP

             23.2       Consent of Day, Berry & Howard LLP (included in Exhibit
                        5)

             24         Power of attorney (see signature pages)

                                       15