As filed with the Securities and Exchange Commission on April 19, 1996

                                                      Registration No. 33- 


                                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)

                               1989 Stock Option and Incentive Plan
                           1990 Stock Option Plan for Outside Directors
                            1992 Non-Qualified Stock Option Agreements
                           1995 Stock Option Plan for Outside Directors
                                     (Full title of the plans)

                                        Michael F. Brigham
                                      Secretary 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>
    Title of                                 Proposed              Proposed
   securities          Amount                 maximum               maximum           Amount of
      to be             to be                offering              aggregate        registration
   registered        registered         price per share (*)   offering price (*)         fee


<S>                 <C>                <C>                        <C>

  Common Stock,     556,250 shs.       $0.59, $1.05, $1.25,       $1,005,886           $346.86
  par value                            $1.38, $1.41, $1.44,
 $.10 per share                        $1.47, $1.53, $1.69,
                                       $1.94, $2.06, $2.13,
                                       $2.19, $3.75,  $3.53



</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 ($0.59) of outstanding options for 19,500
shares, (ii) the exercise price per share ($1.05) of outstanding options for
200,000 shares, (iii) the exercise price per share ($1.25) of outstanding
options for 42,000 shares, (iv) the exercise price per share ($1.38) of
outstanding options for 24,500 shares, (v) the exercise price per share ($1.41)
of outstanding options for 6,000 shares, (vi) the exercise price per share
($1.44) of outstanding options for 16,000 shares, (vii) the exercise price per
share ($1.47) of outstanding options for 10,000 shares, (viii) the exercise
price per share ($1.53) of outstanding options for 12,250 shares, (ix) the
exercise price per share ($1.69) of outstanding options for 12,000 shares, (x)
the exercise price per share ($1.94) of outstanding options for 49,000 shares,
(xi) the exercise price per share ($2.06) of outstanding options for 10,000
shares, (xii) the exercise price per share ($2.13) of outstanding options for
17,500 shares, (xiii) the exercise price per share ($2.19) of outstanding
options for 20,000 shares and (xiv) the exercise price per share ($3.75) of
outstanding options for 10,500 shares, and (b) for the remaining 107,000
shares, upon the average of the high and lows prices for the Company's
Common Stock on the composite tape for the Nasdaq SmallCap Market on April 15,
1996.
<PAGE>





                                              PART II

                        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement relates to (i) 290,000 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 pursuant to the
Company's 1989 Stock Option and Incentive Plan, (ii) 200,000 shares which may
be issued upon the exercise of options heretofore granted pursuant to 1992 Non-
Qualified Stock Option Agreements entered into between the Company and
employees of the Company, (iii) 2,250 shares of Common Stock which may be
issued upon the exercise of options heretofore granted pursuant to the
Company's 1990 Stock Option Plan for Outside Directors, and (iv) 64,000 shares
of Common Stock which may be issued upon the exercise of options heretofore
granted and to be granted from time to time pursuant to the Company's 1995
Stock Option Plan for Outside Directors.

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, 1995, filed pursuant to Section 13(a) of the Securities
        Exchange Act of 1934, as amended (the "1934 Act");

        (b)  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

        (c)  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.

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 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.

        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 may 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 proceeding, 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.

        (b)    A corporation may 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 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) 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 for negligence or misconduct in the performance
of his duty 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 director, officer, employee or agent 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, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him 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
he has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section.  Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(3) 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 unless it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors 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 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.

        (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 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 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 he 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 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."

        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 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         Specimen of the Company's Common Stock Certificate
                       (incorporated by reference to Exhibit 4.1 to the
                       Company's Quarterly Report on Form 10-Q for the three
                       months ended September 30, 1990).
           4.2         1989 Stock Option and Incentive Plan of the Company
                       (incorporated by reference to Exhibit 10.27 to the
                       Company's Annual Report on Form 10-K for the fiscal year
                       ended December 31, 1989).
           4.3         1990 Stock Option Plan for Outside Directors
                       (incorporated by reference to Exhibit 10.29 to the
                       Company's Annual Report on Form 10-K for the fiscal year
                       ended December 31, 1989).
           4.4         Employment Agreement dated November, 1991 between the
                       Company and Michael F. Brigham (incorporated by
                       reference to Exhibit 10.37 to the Company's Annual
                       Report on Form 10-K for the fiscal year ended
                       December 31, 1991), as amended by Amendment to
                       Employment Agreement dated April, 1992 between
                       the Company and Michael F. Brigham (incorporated by
                       reference to Exhibit 10.26 to the Company's Annual
                       Report on Form 10-K for the fiscal year ended
                       December 31, 1992).
           4.5         Employment Agreement dated November, 1991 between the
                       Company and Thomas C. Hatch (incorporated by reference
                       to Exhibit 10.38 to the Company's Annual Report on
                       Form 10-K for the fiscal year ended December 31, 1991),
                       as amended by Amendment to Employment Agreement dated
                       April, 1992 between the Company and Thomas C. Hatch
                       (incorporated by reference to Exhibit 10.29 to the
                       Company's Annual Report on Form 10-K for the fiscal year
                       ended December 31, 1992).
           4.6         Employment Agreement dated November, 1991 between the
                       Company and Joseph H. Crabb (incorporated by reference
                       to Exhibit 10.30 to the Company's Annual Report on
                       Form 10-K for the fiscal year ended December 31, 1995),
                       as amended by Amendment to Employment Agreement dated
                       March, 1992 between the Company and Joseph H. Crabb
                       (incorporated by reference to Exhibit 10.31 to the
                       Company's Annual Report on Form 10-K for  the fiscal
                       year ended December 31, 1995), as further amended by
                       Amendment to Employment Agreement dated April, 1992
                       between the Company and Joseph H. Crabb (incorporated by
                       reference to Exhibit 10.32 to the Company's Form 10-K
                       for the fiscal year ended December 31, 1995).
           4.7         1995 Stock Option Plan for Outside Directors
                       (incorporated by reference to Exhibit 10.1 to the
                       Company's Quarterly Report on Form 10-Q for the three
                       months ended June 30, 1995).
           4.8         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.
           23.1        Consent of Coopers & Lybrand.
           23.2        Consent of Day, Berry & Howard (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;

               (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.
<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 April 18,
1996.


                                                   IMMUCELL CORPORATION



                                                    By: /s/ Thomas C. Hatch
                                                    Name: Thomas C. Hatch
                                                    Title:President and Chief
                                                    Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby constitutes Thomas C. Hatch and Michael F. Brigham 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/ Thomas C. Hatch     President, Chief Executive,  April 18, 1996
Thomas C. Hatch        Officer and Director
                              (Principal Executive Officer)


/s/ Michael F. Brigham   Chief Financial Officer,    April 18, 1996
Michael F. Brigham     Treasurer and Secretary
                              (Chief Financial and
                              Principal Accounting
                              Officer)



        Signature             Title                         Date



/s/ Anthony B. Cashen         Director               April 18, 1996
Anthony B. Cashen

/s/ George W. Masters         Director               April 18, 1996
George W. Masters


                              Director               April   , 1996
William H. Maxwell, M.D.


                              Director               April   , 1996
John R. McKernan, Jr.

/s/ Mitchel Sayare            Director               April 18, 1996
Mitchel Sayare
<PAGE>




                                           EXHIBIT INDEX


        Exhibit No.           Description

               5              Opinion of Day, Berry & Howard

               23.1           Consent of Coopers & Lybrand L.L.P.

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

               24             Power of attorney  (see signature pages.)
<PAGE>




Exhibit 5


DAY, BERRY & HOWARD
260 Franklin Street
Boston, MA 02110


                                             April 18, 1996



ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103

Re: Registration Statement on Form S-8

Gentlemen:

    We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 556,250 shares of Common Stock, par value $.10 per share
(the "Shares"), of ImmuCell Corporation, a Delaware corporation (the "Company")
issuable under (i) the Company's 1989 Stock Option and Incentive Plan (the
"1989 Plan"), (ii) the Company's 1990 Stock Option Plan for Outside Directors
(the "1990 Plan"), (iii) three 1992 Non-Qualified Stock Option Agreements
entered into between the Company and Thomas C. Hatch, Michael F. Brigham and
Joseph H. Crabb, respectively, employees of the Company (the "1992
Agreements"), and (iv) the Company's 1995 Stock Option Plan for Outside
Directors (the "1995 Plan").  The 1989 Plan, the 1990 Plan, the 1992 Agreements
and the 1995 Plan are hereinafter referred to collectively as the "Plans".

    We have examined the Certificate of Incorporation and the By-laws of the
Company, each as amended to date, minutes of the proceedings of the Board of
Directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.

    In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity to all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.

    Based on the foregoing, we are of the opinion that the Shares have been
duly authorized, and when issued in accordance with the terms of the Plans,
will be legally and validly issued, fully paid and nonassessable.

    We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.


                                         Very truly yours,

                                         /s/

                                         DAY, BERRY & HOWARD

JAC/cdk
<PAGE>





       Exhibit 23.1




                                CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this registration statement of
ImmuCell Corporation on Form S-8 of our report dated February 9, 1996, on our
audits of the consolidated financial statements of ImmuCell Corporation, which
report is included in the annual report on Form 10-K for the year ended
December 31, 1995.




Portland, Maine                              /s/ COOPERS & LYBRAND L.L.P.
April 18, 1996


<PAGE>
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{"company-data": {"conformed-name": "IMMUCELL CORP /DE/", "cik": "0000811641", "assigned-sic": "2835", "irs-number": "010382980", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02631", "film-number": "96548524"}, "business-address": {"street1": "56 EVERGREEN DR", "city": "PORTLAND", "state": "ME", "zip": "04103", "phone": "2078782770"}, "mail-address": {"street1": "56 EVERGREEN DRIVE", "city": "PORTLAND", "state": "ME", "zip": "04103"}}
As filed with the Securities and Exchange Commission on April 19, 1996

                                                      Registration No. 33- 

                                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)

                               1989 Stock Option and Incentive Plan
                           1990 Stock Option Plan for Outside Directors
                            1992 Non-Qualified Stock Option Agreements
                           1995 Stock Option Plan for Outside Directors
                                     (Full title of the plans)

                                        Michael F. Brigham
                                      Secretary 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
Title of                                 Proposed              Proposed
   securities          Amount                 maximum               maximum           Amount of
      to be             to be                offering              aggregate        registration
   registered        registered         price per share (*)   offering price (*)         fee
Common Stock,     556,250 shs.       $0.59, $1.05, $1.25,       $1,005,886           $346.86
  par value                            $1.38, $1.41, $1.44,
 $.10 per share                        $1.47, $1.53, $1.69,
                                       $1.94, $2.06, $2.13,
                                       $2.19, $3.75,  $3.53
* 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 ($0.59) of outstanding options for 19,500
shares, (ii) the exercise price per share ($1.05) of outstanding options for
200,000 shares, (iii) the exercise price per share ($1.25) of outstanding
options for 42,000 shares, (iv) the exercise price per share ($1.38) of
outstanding options for 24,500 shares, (v) the exercise price per share ($1.41)
of outstanding options for 6,000 shares, (vi) the exercise price per share
($1.44) of outstanding options for 16,000 shares, (vii) the exercise price per
share ($1.47) of outstanding options for 10,000 shares, (viii) the exercise
price per share ($1.53) of outstanding options for 12,250 shares, (ix) the
exercise price per share ($1.69) of outstanding options for 12,000 shares, (x)
the exercise price per share ($1.94) of outstanding options for 49,000 shares,
(xi) the exercise price per share ($2.06) of outstanding options for 10,000
shares, (xii) the exercise price per share ($2.13) of outstanding options for
17,500 shares, (xiii) the exercise price per share ($2.19) of outstanding
options for 20,000 shares and (xiv) the exercise price per share ($3.75) of
outstanding options for 10,500 shares, and (b) for the remaining 107,000
shares, upon the average of the high and lows prices for the Company's
Common Stock on the composite tape for the Nasdaq SmallCap Market on April 15,
1996.
PART II

                        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This Registration Statement relates to (i) 290,000 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 pursuant to the
Company's 1989 Stock Option and Incentive Plan, (ii) 200,000 shares which may
be issued upon the exercise of options heretofore granted pursuant to 1992 Non-
Qualified Stock Option Agreements entered into between the Company and
employees of the Company, (iii) 2,250 shares of Common Stock which may be
issued upon the exercise of options heretofore granted pursuant to the
Company's 1990 Stock Option Plan for Outside Directors, and (iv) 64,000 shares
of Common Stock which may be issued upon the exercise of options heretofore
granted and to be granted from time to time pursuant to the Company's 1995
Stock Option Plan for Outside Directors.

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, 1995, filed pursuant to Section 13(a) of the Securities
        Exchange Act of 1934, as amended (the "1934 Act");

        (b)  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

        (c)  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.

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 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.

        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 may 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 proceeding, 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.

        (b)    A corporation may 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 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) 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 for negligence or misconduct in the performance
of his duty 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 director, officer, employee or agent 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, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him 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
he has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section.  Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(3) 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 unless it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors 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 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.

        (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 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 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 he 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 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."

        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 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         Specimen of the Company's Common Stock Certificate
                       (incorporated by reference to Exhibit 4.1 to the
                       Company's Quarterly Report on Form 10-Q for the three
                       months ended September 30, 1990).
           4.2         1989 Stock Option and Incentive Plan of the Company
                       (incorporated by reference to Exhibit 10.27 to the
                       Company's Annual Report on Form 10-K for the fiscal year
                       ended December 31, 1989).
           4.3         1990 Stock Option Plan for Outside Directors
                       (incorporated by reference to Exhibit 10.29 to the
                       Company's Annual Report on Form 10-K for the fiscal year
                       ended December 31, 1989).
           4.4         Employment Agreement dated November, 1991 between the
                       Company and Michael F. Brigham (incorporated by
                       reference to Exhibit 10.37 to the Company's Annual
                       Report on Form 10-K for the fiscal year ended
                       December 31, 1991), as amended by Amendment to
                       Employment Agreement dated April, 1992 between
                       the Company and Michael F. Brigham (incorporated by
                       reference to Exhibit 10.26 to the Company's Annual
                       Report on Form 10-K for the fiscal year ended
                       December 31, 1992).
           4.5         Employment Agreement dated November, 1991 between the
                       Company and Thomas C. Hatch (incorporated by reference
                       to Exhibit 10.38 to the Company's Annual Report on
                       Form 10-K for the fiscal year ended December 31, 1991),
                       as amended by Amendment to Employment Agreement dated
                       April, 1992 between the Company and Thomas C. Hatch
                       (incorporated by reference to Exhibit 10.29 to the
                       Company's Annual Report on Form 10-K for the fiscal year
                       ended December 31, 1992).
           4.6         Employment Agreement dated November, 1991 between the
                       Company and Joseph H. Crabb (incorporated by reference
                       to Exhibit 10.30 to the Company's Annual Report on
                       Form 10-K for the fiscal year ended December 31, 1995),
                       as amended by Amendment to Employment Agreement dated
                       March, 1992 between the Company and Joseph H. Crabb
                       (incorporated by reference to Exhibit 10.31 to the
                       Company's Annual Report on Form 10-K for  the fiscal
                       year ended December 31, 1995), as further amended by
                       Amendment to Employment Agreement dated April, 1992
                       between the Company and Joseph H. Crabb (incorporated by
                       reference to Exhibit 10.32 to the Company's Form 10-K
                       for the fiscal year ended December 31, 1995).
           4.7         1995 Stock Option Plan for Outside Directors
                       (incorporated by reference to Exhibit 10.1 to the
                       Company's Quarterly Report on Form 10-Q for the three
                       months ended June 30, 1995).
           4.8         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.
           23.1        Consent of Coopers & Lybrand.
           23.2        Consent of Day, Berry & Howard (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;

               (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.
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 April 18,
1996.

                                                   IMMUCELL CORPORATION

                                                    By: /s/ Thomas C. Hatch
                                                    Name: Thomas C. Hatch
                                                    Title:President and Chief
                                                    Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby constitutes Thomas C. Hatch and Michael F. Brigham 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/ Thomas C. Hatch     President, Chief Executive,  April 18, 1996
Thomas C. Hatch        Officer and Director
                              (Principal Executive Officer)

/s/ Michael F. Brigham   Chief Financial Officer,    April 18, 1996
Michael F. Brigham     Treasurer and Secretary
                              (Chief Financial and
                              Principal Accounting
                              Officer)

        Signature             Title                         Date

/s/ Anthony B. Cashen         Director               April 18, 1996
Anthony B. Cashen

/s/ George W. Masters         Director               April 18, 1996
George W. Masters

                              Director               April   , 1996
William H. Maxwell, M.D.

                              Director               April   , 1996
John R. McKernan, Jr.

/s/ Mitchel Sayare            Director               April 18, 1996
Mitchel Sayare
EXHIBIT INDEX

        Exhibit No.           Description

               5              Opinion of Day, Berry & Howard

               23.1           Consent of Coopers & Lybrand L.L.P.

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

               24             Power of attorney  (see signature pages.)
Exhibit 5

DAY, BERRY & HOWARD
260 Franklin Street
Boston, MA 02110

                                             April 18, 1996

ImmuCell Corporation
56 Evergreen Drive
Portland, ME 04103

Re: Registration Statement on Form S-8

Gentlemen:

    We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 556,250 shares of Common Stock, par value $.10 per share
(the "Shares"), of ImmuCell Corporation, a Delaware corporation (the "Company")
issuable under (i) the Company's 1989 Stock Option and Incentive Plan (the
"1989 Plan"), (ii) the Company's 1990 Stock Option Plan for Outside Directors
(the "1990 Plan"), (iii) three 1992 Non-Qualified Stock Option Agreements
entered into between the Company and Thomas C. Hatch, Michael F. Brigham and
Joseph H. Crabb, respectively, employees of the Company (the "1992
Agreements"), and (iv) the Company's 1995 Stock Option Plan for Outside
Directors (the "1995 Plan").  The 1989 Plan, the 1990 Plan, the 1992 Agreements
and the 1995 Plan are hereinafter referred to collectively as the "Plans".

    We have examined the Certificate of Incorporation and the By-laws of the
Company, each as amended to date, minutes of the proceedings of the Board of
Directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.

    In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity to all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.

    Based on the foregoing, we are of the opinion that the Shares have been
duly authorized, and when issued in accordance with the terms of the Plans,
will be legally and validly issued, fully paid and nonassessable.

    We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.

                                         Very truly yours,

                                         /s/

                                         DAY, BERRY & HOWARD

JAC/cdk
Exhibit 23.1

                                CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement of
ImmuCell Corporation on Form S-8 of our report dated February 9, 1996, on our
audits of the consolidated financial statements of ImmuCell Corporation, which
report is included in the annual report on Form 10-K for the year ended
December 31, 1995.

Portland, Maine                              /s/ COOPERS & LYBRAND L.L.P.
April 18, 1996