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: February  09, 2011

(Date of earliest event reported)




ImmuCell Corporation

(Exact name of registrant as specified in its charter)





DE

(State or other jurisdiction 
of incorporation)


001-12934

(Commission File Number)


01-0382980

(IRS Employer 
Identification Number)






56 Evergreen Drive

(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 February 9, 2011 ImmuCell Corporation (the "Company") issued a press release announcing financial results for the three-month period and year ended December 31, 2010.  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) Shell company transactions:

             None

(d) Exhibits

             99.1       Press Release of ImmuCell Corporation dated February  09, 2011




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: February  09, 2011



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 February  09, 2011