=============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                FORM 10-Q


[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1998  

	OR

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
        THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number 0-15223

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

State or other jurisdiction of                     I.R.S. Employer I.D.
incorporation or organization: California          Number: 95-3280412

4954 Van Nuys Boulevard
Sherman Oaks, California                                91403
(Address of principal executive offices)              (Zip Code)
	
                          ___________________

Registrant's telephone number, including area code: (818) 986-3883


Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the Registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days:  YES  X   NO ___

As of August 12, 1998, 7,281,120 shares of Common Stock of the 
Registrant were issued and outstanding.  

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  2


                                 INDEX

                          HEMACARE CORPORATION 



PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements 

          Consolidated balance sheets -- June 30, 1998 and December 31, 1997
		
          Consolidated statements of operations -- Three and six months ended
          June 30, 1998 and 1997

          Consolidated statements of cash flows -- Six months ended 
          June 30, 1998 and 1997

          Notes to consolidated financial statements -- June 30, 1998

Item 2.   Management's Discussion and Analysis of Financial 
          Condition and Results of Operations


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

Item 6.   Exhibits

SIGNATURES

  3

                      PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements
- -------    ---------------------

                               HEMACARE CORPORATION
                           CONSOLIDATED BALANCE SHEETS



                                                         June 30,      December 31,
                                                           1998            1997
                                                       ------------    ------------
                                                       (Unaudited)
                                                                 
                    ASSETS
Current assets:
  Cash and cash equivalents........................... $    995,000    $  1,249,000
  Marketable securities...............................      576,000         363,000
  Accounts receivable, net of allowance for
    doubtful accounts - $81,000 (1998 and 1997).......    1,506,000       1,561,000
  Product inventories.................................       33,000          63,000
  Supplies............................................      453,000         341,000
  Prepaid expenses....................................      131,000         123,000
  Note receivable from officer - current..............       24,000          24,000
                                                       -------------   -------------
       Total current assets........................... $  3,718,000    $  3,724,000
                                                       
Plant and equipment, net of accumulated
  depreciation and amortization of
  $1,766,000 (1998) and $1,690,000 (1997).............      513,000         585,000
Note receivable from officer - non-current............       57,000          65,000
Other assets..........................................       10,000          10,000
                                                       -------------   -------------
                                                       $  4,298,000    $  4,384,000
                                                       =============   =============
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable.................................... $    507,000    $    659,000
  Accrued payroll and payroll taxes...................      470,000         493,000
  Other accrued expenses..............................      403,000         366,000
  Current obligations under capital leases............      134,000         140,000
  Reserve for discontinued operations - current.......      116,000         115,000
                                                       -------------   -------------
        Total current liabilities.....................    1,630,000       1,773,000

Obligations under capital leases, net
  of current portion..................................      152,000         209,000
Commitments and contingencies.........................
Shareholders' equity:
  Common stock, without par value -
    20,000,000 shares authorized,
    7,281,120 issued and outstanding in 1998
    and 7,190,710 in 1997.............................   13,563,000      13,515,000
  Accumulated deficit.................................  (11,047,000)    (11,113,000)
                                                       -------------   -------------
Total shareholders' equity............................    2,516,000       2,402,000
                                                       -------------   -------------
                                                       $  4,298,000    $  4,384,000
                                                       =============   =============

                The accompanying notes are an integral
            part of these consolidated financial statements.

                                         3

  4
                                  HEMACARE CORPORATION
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)



                                  Three months ended June 30,    Six months ended June 30, 
                                     1998            1997           1998            1997
                                  ------------   ------------    ------------   ------------
                                                                    
Revenues:
   Blood management programs....  $    852,000   $ 1,111,000     $  1,703,000   $  2,183,000 
   Regional operations                                             
     Blood products.............       677,000       626,000        1,259,000      1,344,000
     Blood services.............     1,314,000     1,034,000        2,799,000      2,068,000
                                  -------------  ------------    -------------  -------------
      Total revenue.............     2,843,000     2,771,000        5,761,000      5,595,000 
								
Operating costs and expenses:                                                   
   Blood management programs....  $    787,000   $ 1,156,000     $  1,601,000   $  2,280,000 
   Regional operations                                             
     Blood products.............       477,000       499,000          946,000      1,025,000
     Blood services.............       944,000       750,000        2,062,000      1,435,000 
                                  -------------  ------------    -------------  -------------
     Total operating costs and
        expenses................     2,208,000     2,405,000        4,609,000      4,740,000
                                  -------------  ------------    -------------  -------------

     Operating profit...........       635,000       366,000        1,152,000        855,000
								
General and administrative
   expense......................       585,000       457,000        1,086,000        975,000

Income (loss) from continuing
   operations before income
   taxes........................        50,000       (91,000)          66,000       (120,000)

Provision for income taxes......             -             -                -              -
								
Discontinued operations:                                                        
   Gain on disposal of dis-
     continued operations.......             -             -                -        120,000
                                  -------------  ------------    -------------  -------------
   Net income (loss)............  $     50,000   $   (91,000)    $     66,000   $          -
                                  =============  ============    =============  ==============

Basic and diluted per share
  amounts:
   Income (loss) from continuing
     operations.................  $       0.01   $    (0.01)     $       0.01   $       (0.02)
   Income from discontinued                            
     operations.................             -            -                 -            0.02
                                  -------------  -----------     -------------  --------------
                                  $       0.01   $    (0.01)     $       0.01   $           - 
                                  =============  ============    =============  ==============
								
Weighted average common shares
  used to compute:

  Basic income (loss) per
    share......................     7,281,120     7,190,710        7,239,318       7,187,411
                                  ============   ===========     ============   =============
  Diluted income (loss) per
    share......................     7,302,852     7,193,303        7,268,926       7,317,441
                                  =============  ============    =============  ==============

                               The accompanying notes are an integral part of
                                    these consolidated financial statements.

                                                          4
                                                

  5
                            HEMACARE CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS            
                                (Unaudited)   


                                                                 Six months ended June 30, 
                                                                     1998           1997
                                                                 ------------    ------------
                                                                           
Cash flows from operating activities:
  Net income (loss)............................................  $    66,000     $         -
  Adjustments to reconcile net income (loss) to
   net cash provided by (used in) operating activities:
      Gain on disposal of discontinued operations..............            -        (120,000)
      Depreciation and amortization............................       76,000         147,000
      Issuance of common stock and options for compensation....        6,000               -
                    
  Changes in operating assets and liabilities:                             
      Decrease in accounts receivable..........................       55,000         313,000
      Increase in inventories, supplies and prepaid expenses...      (90,000)        (99,000)
      Increase (decrease) in accounts payable and other accrued
        expenses...............................................      (96,000)        197,000 
      Proceeds from discontinued operations....................        1,000          98,000
                                                                 ------------    ------------
  Net cash provided by operating activities....................       18,000         536,000 

Cash flows from investing activities:
      (Increase) decrease in note receivable from related party        8,000          11,000
      (Increase) decrease in marketable securities.............     (213,000)        223,000 
      Purchase of plant and equipment, net.....................       (4,000)         (7,000)
                                                                 ------------    ------------  
  Net cash provided by (used in) investing activities..........     (209,000)        227,000 

Cash flows from financing activities:
      Principal payment on line of credit and capital leases...      (63,000)        (76,000)
                                                                 ------------    ------------
      Net cash used in financing activities....................      (63,000)        (76,000)
                                                                 ------------    ------------

      Increase (decrease) in cash and cash equivalents.........     (254,000)        687,000 
      Cash and cash equivalents at beginning of period.........    1,249,000       1,136,000
                                                                 ------------    ------------
      Cash and cash equivalents at end of period...............  $   995,000     $ 1,823,000 
                                                                 ============    ============

Supplemental disclosure:
      Interest paid............................................  $    14,000     $    33,000 
                                                                 ============    ============
Items not impacting cash flows:						
      Increase in capital lease obligations....................  $         -     $    34,000 
                                                                 ============    ============


                   The accompanying notes are an integral part of these
                            consolidated financial statements.
                                             5
  6
         
                            HemaCare Corporation
                 Notes to Consolidated Financial Statements



Note 1 - Basis of Presentation and General Information
- ------------------------------------------------------

The accompanying unaudited consolidated financial statements 
of HemaCare Corporation (the "Company" or "HemaCare")
have been prepared in accordance with generally accepted 
accounting principles for interim financial information and 
with the instructions to Form 10-Q and Rule 10-01 of 
Regulation S-X. In the opinion of management, all 
adjustments (consisting of normal recurring accruals) 
considered necessary for a fair presentation have been 
included. Operating results for the three and six months 
ended June 30, 1998 are not necessarily indicative of the 
results that may be expected for the year ending December 
31, 1998.  Certain 1998 amounts have been reclassified to 
conform to the 1997 presentation.  For further information, 
refer to the consolidated financial statements and footnotes 
thereto included in the Company's Annual Report on Form 10-K 
for the year ended December 31, 1997.

In the fourth quarter of 1995, the Company began providing 
blood management programs to its customers. A blood 
management program ("Blood Management Program" or "BMP") 
allows a hospital or affiliated group of hospitals to 
outsource many blood-related operations to HemaCare. 
HemaCare establishes a local blood donor center for the BMP 
hospital and becomes the hospital's primary provider of 
blood products and services. HemaCare introduced its Blood 
Management Program model at the Gateway Community Blood 
Program ("Gateway") in St. Louis, Missouri, in December 
1995, and established two Southern California Blood 
Management Programs with existing customers in 1996. The 
University of Southern California Blood Management Program 
commenced in February 1996, and the Citrus Valley Health 
Partners Blood Management Program commenced in October 1996. 
In August 1997, Gateway's operations were sold, and in July 
1998, the Company disposed of the Citrus Valley Blood 
Management Program. (See Note 6 below.)

Note 2 - Line of Credit
- ------------------------

Since August 1991, the Company has maintained a line of 
credit with a commercial bank secured by its accounts 
receivable, inventory and equipment.  The credit line is in 
effect through May 31, 1999. Under the terms of the credit 
line agreement, the Company may borrow up to 70% of eligible 
accounts receivable, up to a maximum of $700,000, and must 
maintain certain financial ratios. The Company was in 
compliance with all covenants of its credit line agreement 
at June 30, 1998.  Interest on credit line borrowings is at 
the lender's prime rate (8.5% at June 30, 1998) plus one-
half of a percentage point.  As of June 30, 1998, there was 
no balance outstanding under the line of credit.

Note 3 - Commitments and Contingencies
- --------------------------------------

On March 12, 1997, the Company was notified of a lawsuit 
filed by an investment banking firm retained by the Company 
in connection with the August 1996 private placement of its 
common stock, seeking recovery of damages in the amount of 
approximately $60,000. In July 1998, this

                          6

  7

suit was settled on terms favorable to the Company. The effect of the 
settlement will not have a material effect on the Company's 
financial condition or results of operations.

Effective June 1, 1998, the Company entered into an 
employment agreement with William D. Nicely, its Chief 
Executive Officer. Under the terms of the contract, which 
extends though May 31, 2000, the Company will pay Mr. Nicely 
an annual base salary of $200,000 and an incentive bonus of 
up to 40% of his base salary upon the achievement of  
certain financial and other objectives. In addition, the 
Company granted Mr. Nicely options to purchase 200,000 
shares of the common stock of the Company which vest over a 
five-year period.

Note 4 - Related Party Information
- -----------------------------------

In 1995 and 1994, the Company made a series of personal 
loans to Dr. Joshua Levy, then an officer and director of 
the Company totaling $98,000. In January 1996, these 
individual notes were consolidated into a promissory note, 
collateralized by HemaCare stock owned by Dr. Levy, which 
accrued interest at a rate equal to the rate paid by the 
Company under its line of credit. In accordance with this 
terms of this note, the Company received installment 
payments of $15,000 in January 1996 and January 1997. 
Effective July 31, 1997, the Company entered into an 
agreement with Dr. Levy that superseded the 1996 note. Under 
the terms of this agreement, the Company agreed to forgive 
the remaining balance of Dr. Levy's note, including interest 
accrued at a 10% annual rate, over a five-year period so 
long as Dr. Levy remains employed by the Company.

Note 5 - Recent Auditing Pronouncement
- --------------------------------------

In June 1997, the Financial Accounting Standards Board 
issued SFAS No. 131, "Disclosures About Segments of An 
Enterprise and Related Information" (SFAS 131). SFAS 131, 
which is effective for years beginning after December 15, 
1997, revises the requirements for segment disclosures. The 
Company will adopt this standard in the fourth quarter of 
1998.

Note 6 - Disposition of  Operations
- -----------------------------------

On August 1, 1997, Gateway's operations were sold. The
purchaser assumed liability for certain leases related to 
Gateway's operations; purchased Gateway's inventories and 
made a $200,000 non-refundable payment against HemaCare's 
interest in future Gateway earnings. Cash proceeds from the 
sale, net of transaction costs were approximately $255,000. 
The Company is entitled to receive a percentage of Gateway's 
revenues, as defined, over the five years subsequent to the 
date of sale, up to a total maximum of $422,000. An 
additional payment of $100,000 is due when Gateway receives 
a Food and Drug Administration establishment license.

On July 17, 1998, the Company terminated the Citrus Valley 
Blood Services Agreement (the "Agreement") and 
discontinued Citrus Valley BMP operations. These actions 
were necessitated by the continuing shortage and escalating 
price of red blood cells, which comprise the largest portion 
of the blood products purchased by the Citrus Valley 
hospitals.
                           7
  8


Item 2.    Management's Discussion and Analysis of Financial 
           Condition and Results of Operations

HemaCare's operations include blood management programs ("Blood 
Management Programs" or "BMPs") and regional sales of blood 
products ("Blood Products") and blood services ("Blood 
Services"). A HemaCare Blood Management Program allows a 
hospital to outsource its blood procurement and donor center 
management operations. The Blood Management Program model was 
introduced in late 1995 with the Gateway Community Blood Program 
("Gateway") in St. Louis, Missouri. In 1996, two Southern 
California BMPs were established. One with the University of 
Southern California, in February 1996, and another with Citrus 
Valley Health Partners, in October 1996. Gateway's operations 
were sold in August 1997, and the Citrus Valley Blood Management 
Program was disposed of in July of 1998. Blood Products include 
apheresis platelets and whole blood components such as red blood 
cells and plasma products. Blood Services include therapeutic 
apheresis procedures, stem cell collection and cryopreservation 
and donor testing. 

All comparisons within the following discussions are to the 
comparable periods of the previous year. 

Revenues and Operating Profit 
- -----------------------------

Total revenues increased 3% in the three-month and six-month 
periods of 1998. The increases resulted from higher Blood 
Services revenues in both periods, offset by lower BMP revenue in 
the three-month period and lower BMP and Blood Products revenue 
in the six-month period. The Company's operating profit as a 
percentage of revenues ("profit margin") increased to 22% in the 
second quarter of 1998 from 13% in the comparable quarter of 1997 
and to 20% for the first half of 1998 from 15% in the first half 
of 1997. The increases in both periods were due to elimination of 
losses associated with Gateway, and in the second quarter, an 
increase in the profit margin on Blood Products sales. 

Blood Management Programs

The 1998 three-month ($259,000) and six-month ($480,000)
decreases in BMP revenues were due primarily to the sale of 
Gateway in August 1997. Program profit margins increased by 12% 
in the three-month period and by 10% in the six-month period, as 
a result of the sale of Gateway, partially offset by a lower 
Citrus Valley BMP profit margin. 

Throughout 1997 and continuing into the second quarter of 1998, 
red blood cells became increasingly more expensive and 
progressively more difficult to obtain. Red blood cells compose 
the largest portion of the blood products required by the Citrus 
Valley Hospitals. As a result of the cost and unavailability of 
red blood cells, the Company informed Citrus Valley Health 
Partners that it would no longer be able to meet its obligations 
under the terms of the Citrus Valley Blood Services Agreement 
(the "Agreement"). In July 1998, the Agreement was terminated, 
and Citrus Valley BMP operations were discontinued. Disposition 
of the Citrus Valley Blood Management Program is not expected to 
have a material effect on the Company's results of operations or 
financial condition.

                               8
  9

Regional Operations

Blood Products
- --------------
Blood Products revenues increased $51,000 (8%) in the second
quarter and decreased $85,000 (6%) in the first half of 1998. The 
three-month increase was due to a higher volume of apheresis 
platelet sales, partially offset by a lower volume of whole blood 
component sales. The six-month revenue decrease was due to lower 
sales volumes for whole blood components only partially offset by 
increased apheresis platelet sales volumes. In both periods, the 
increase in apheresis platelet sales volume was due to higher 
demand from existing customers as well as the acquisition of new 
customers, while whole blood component sales volumes decreased 
primarily due to a shortage of red blood cells available for 
sale. 

The profit margin on Blood Products revenues increased to 30% 
from 20% in the second quarter and to 25% from 24% in the first 
half of 1998. The second quarter increase resulted from a lower 
average, per unit cost of sales, partially offset by a lower, 
average per unit sales price.

Blood Services
- --------------
Blood Services revenues increased 27% ($280,000) and 35% 
($731,000) in the three-month and six-month periods of 1998, 
respectively. Approximately 44% of the three-month increase and 
34% of the six-month increase was due to sales of albumin, a 
protein replacement fluid, to non-hospital customers. The 
remaining increases resulted from a higher demand for therapeutic 
procedures from existing customers. In addition, the average 
price charged for a therapeutic procedure increased in both 1998 
periods, in response to higher albumin acquisition costs. 
However, the price increase did not entirely offset the higher 
albumin cost.

The profit margin on Blood Services revenues increased to 28% 
from 27% in the second quarter and decreased to 26% from 31% in 
the first half of 1998. The second quarter increase was due 
primarily to an easing of albumin costs, while the first half 
decrease was due to higher albumin costs.

General and Administrative Expense
- ----------------------------------

General and administrative expense increased 22% ($128,000) for 
the three-month period and 11% ($111,000) for the six-month 
period of 1998. Both increases reflects severance pay associated 
with an eliminated position, compensation cost associated with 
forgiveness of a related-party loan and higher legal, accounting 
and consulting fees. In addition, the 1997 three-month period general
and administrative expense was reduced by a $71,000 recovery of
previously expensed legal fees related to the ARC lawsuit which was
settled in June 1997. The six month increase also reflects compensation
for the Company's new CEO whose employment commenced in June 1998.

Liquidity and Capital Resources
- -------------------------------

At June 30, 1998, the Company had cash and cash equivalents of 
$1,571,000 and working capital of $2,088,000. The Company has a 
$700,000 line of credit with a commercial bank which is in effect 
through May 31, 1999. Under the terms of the credit line 
agreement, the Company may borrow up to 70% of eligible accounts 
receivable, up to a maximum of $700,000, and must maintain 
certain financial
                                9
  10

ratios including working capital, as defined,
of $500,000 and a tangible net worth of not less than $1.75 
million. The Company was in compliance with all covenants of its 
borrowing agreement at June 30, 1998, and there were no 
borrowings outstanding on the line of credit at that date.

The Company's blood products and services businesses, other than 
the USC blood donor center (the "Center"), are profitable and 
cash flow positive. Center operations are expected to continue to 
be unprofitable until a higher level of Center blood collections 
can be achieved. The operating losses of the Center reduce the 
overall profitability of the USC Blood Management Program to the 
Company. The Company has implemented changes intended to increase 
the level of Center collections, but there can be no assurance 
that the Center will be able to achieve and maintain a breakeven 
or profitable level of collections. 

The Company's common stock is listed on the Nasdaq Small Cap 
Market ("Nasdaq"). In August 1997, Nasdaq adopted NASD 
Marketplace Rule 4310(c)(04) (the "Rule") to strengthen both the 
quantitative and qualitative listing requirements for issuers. 
The Rule, which became effective February 23, 1998, requires 
among other things, that issuers listed on the Nasdaq SmallCap 
Market maintain a minimum bid price of $1.00. The minimum bid price 
of the Company's stock as of August 12, 1998 was less than $1.00. 
On February 27, 1998, Nasdaq notified the Company that it was not 
in compliance with the minimum bid price requirement. In a letter 
dated June 17, 1998, the Company requested an exception to the 
minimum bid price listing requirement, citing the actions taken 
by the Company to increase it stock price. These actions included 
a proposed reverse stock split. On June 29, 1998, the Company's 
shareholders approved a proposal authorizing the Company's Board 
of Directors to declare a reverse stock split. 

On July 28, 1998, the Company was informed that its request for 
an exemption had been denied and that the Company was entitled to 
request a review of this decision before its stock was delisted. 
The request for a review was submitted on August 4, 1998. If the 
Company is unable to obtain an exemption from the minimum bid 
price listing requirement or achieve compliance with the minimum 
bid price requirement, the Company's Board of Directors may 
declare a reverse stock split. Although the ultimate effect of a 
reverse stock split on the per share price of the Company's 
common stock can not be accurately predicted, the Company is 
hopeful that the per share price of stock, as quoted on Nasdaq, 
will be increased by a reverse stock split. In the event that the 
Company's common stock is no longer listed on the Nasdaq SmallCap 
Market or a national securities exchange, the liquidity of the 
Company's common stock would be adversely affected and the 
Company's ability to raise capital may be impaired.

Management is evaluating a number of opportunities to expand the 
Company's operations, including implementing outsourcing models 
in a variety of healthcare settings, joint ventures and 
acquisitions of apheresis-based business. Future HemaCare 
outsourcing arrangements will most likely be focused on providing 
specialized donation services, apheresis based products and 
services, and other technology-based blood therapies. However, 
implementing expansion plans may require that the Company obtain 
additional financing or partner with other blood product and 
service providers. There can be no assurance that the Company 
will be successful in implementing its expansion plans or that it 
will be able to obtain the funds necessary to finance such 
programs. 

                                 10



Amendments to the Federal self-referral laws and related 
regulations could restrict the Company's ability to provide 
therapeutic services to Dr. Levy's patients who are covered by 
Medicare or MediCal. However, these regulations are complex, and 
the Company requested a clarification of their application to its 
business from Health Care Financing Administration ("HCFA") in 
early 1996. The Company has not received a response to this 
request. In January 1998, new proposed regulations were issued 
for comment. The proposed regulations did not address therapeutic 
apheresis services, and the Company has requested a revision of 
these regulations to provide an exemption for therapeutic 
apheresis services similar to the exemption provided for dialysis 
services. The comment period for the proposed regulations ended 
in early May 1998, and the new regulations will be issued 
sometime after that date. In a discussion with the Company's 
legal counsel, HCFA personnel expressed a willingness to consider 
the arguments put forth in the Company's request for an 
exemption.  If the new regulations do not provide an exemption 
for therapeutic apheresis services, the Company could lose the 
revenue from its services to Dr. Levy's Medicare and MediCal 
patients (approximately $184,000 in the first half of 1998).

The Company anticipates that cash flow from profitable 
operations, borrowing available from its bank line of credit and 
its cash and investments on hand will be sufficient to provide 
funding for its existing needs during the next twelve months.

Factors Affecting Forward-Looking Information
- ---------------------------------------------

The Private Securities Litigation Reform Act of 1995 provides a 
"safe harbor" from liability for forward-looking statements. 
Certain information included in this Form 10-Q and other 
materials filed or to be filed by the Company with the Securities 
and Exchange Commission (as well as information included in oral 
statements or other written statements made or to be made by or 
on behalf of the Company) are forward-looking, such as statements 
relating to operational and financing plans, competition, the 
effects of discontinued operations, demand for the Company's 
products and services, and the anticipated outcome of contingent 
claims against the Company. Such forward-looking statements 
involve important risks and uncertainties, many of which will be 
beyond the control of the Company. These risks and uncertainties 
could significantly affect anticipated results in the future, 
both short-term and long-term, and accordingly, such results may 
differ from those expressed in forward-looking statements made by 
or on behalf of the Company. These risks and uncertainties 
include, but are not limited to, those relating to the ability of 
the Company to expand its operations, obtain additional 
financing, to achieve profitability in its USC Center, to retain 
existing customers, to improve the profitability of the Company's 
other operations, to comply with the covenants under its bank 
line of credit and retain existing customers and obtain new 
customers. Each of these risks and uncertainties as well as 
others are discussed in greater detail in the preceding 
paragraphs of this Management's Discussion and Analysis of 
Financial Condition and Results of Operations and in the 
Company's Annual Report on Form 10-K for the year ended December 
31, 1997.

                                11


                    PART II.    OTHER INFORMATION


Item 1.     Legal Proceedings

            See disclosure in Form 10-K for the year ended December 31, 1997.

Item 4.     Submission of Matters to a Vote of Security Holders

            a.   The Company's Annual Meeting of Shareholders (the 
                 "Meeting") was held on June 29, 1998.

            b.   The following table shows the tabulation of votes 
                 for all matters put to vote at the Company's 
                 Annual Meeting of Shareholders held June 29, 1998.


                               
                                                   Against/                 Broker
 Matters Put to Vote                     For       Withheld     Abstain    Non-Votes
 --------------------                 ----------   ----------   ---------  -----------  
                                                               

 1. Election of Three Directors
    Alan C. Darlington.............   5,703,951      207,179
    Charles R. Schwab, Jr..........   5,704,251      206,879
    Julien L. Steffenhagen.........   5,703,951      207,179

2.  Proposal to Amend the Company
    Company's 1998 Stock Incentive
    Plan...........................   2,518,042      383,814    20,449     2,988,825

3.  Proposal to Authorize a Reverse
    Stock Split....................   5,122,157      760,987    27,986

4.  Ratification of Appointment of
    Independent Accountants........   5,865,433       22,500    23,197


                                     12

  13

Item 6.   Exhibits and Reports on Form 8-K

          a. Exhibits

             10.1    Employment agreement between the Registrant 
                     and William D. Nicely dated May 27, 1998.

             27      Financial Data Schedule for the Quarter 
                     Ending June 30, 1998.

          b. The Company did not file any reports on Form 8-K 
             during the three months ended June 30, 1998.


                             SIGNATURES


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, thereunto duly authorized.


Date     August 12, 1998                 HEMACARE CORPORATION
      -------------------                    (Registrant)


                                       /s/ Sharon C. Kaiser  
                                       ________________________________      
                                       Sharon C. Kaiser, Senior Vice
                                       President, Finance and Chief
                                       Financial Officer

                                13
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                        INDEX TO EXHIBITS




                                                                   
                                                             Method of Filing
                                                             ----------------
                                                      
10.1	Employment Agreement between the Registrant and
        William Nicely, dated May 27, 1998                  Filed herewith electronically

27	Financial Data Schedule for the quarter ending
        June 30, 1998                                       Filed herewith electronically


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  E-1