UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.







Date of Report: October   20, 2005

(Date of earliest event reported)




ImmuCell Corporation

(Exact name of registrant as specified in its charter)





DE

(State or other jurisdiction 
of incorporation)


0-15507

(Commission File Number)


01-0382980

(IRS Employer 
Identification Number)






56 Evergreen Drive, Portland, ME

(Address of principal executive offices)

 

04103

(Zip Code)




(207) 878-2770
(Registrant's telephone number, including area code)




Not Applicable
(Former Name or Former Address, if changed since last report)








Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  





Item 2.02. Results of Operations and Financial Condition



On October 20, 2005 ImmuCell Corporation (the "Company") issued a press release announcing earnings results for the three and nine month periods ended September 30, 2005.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.



The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits


(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Exhibits

             99.1       Press Release of ImmuCell Corporation dated October   20, 2005



SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be 
              signed on its behalf by the undersigned hereunto duly authorized.








Dated: October   20, 2005



IMMUCELL CORPORATION

By:  /s/ Michael F. Brigham                      

     Michael F. Brigham

     President and CEO







Exhibit Index



Exhibit No.
Description


99.1
Press Release of ImmuCell Corporation dated October   20, 2005