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


                      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, 1999

	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, 1999, 7,437,582 shares of Common Stock of the
Registrant were issued and outstanding.

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



                                    INDEX

                            HEMACARE CORPORATION



PART I.	FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated balance sheets - June 30, 1999 (unaudited) and
           December 31, 1998

           Consolidated statements of operations - Three and six months
           ended June 30, 1999 and 1998 (unaudited)

           Consolidated statements of cash flows - Six months ended June
           30, 1999 and 1998 (unaudited)

           Notes to consolidated financial statements - June 30, 1999

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

                                   2



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

                               HEMACARE CORPORATION
                           CONSOLIDATED BALANCE SHEETS



                                                         June 30,      December 31,
                                                           1999           1998
                                                       ------------    ------------
                                                       (Unaudited)
                                                                 
                    ASSETS
Current assets:
  Cash and cash equivalents........................... $    866,000    $  1,372,000
  Marketable securities...............................      576,000         288,000
  Accounts receivable, net of allowance for
    doubtful accounts - $439,000 (1999) and
    $596,000 (1998)...................................    3,110,000       3,038,000
  Product inventories.................................       50,000          87,000
  Supplies............................................      635,000         604,000
  Prepaid expenses....................................      154,000         160,000
  Note receivable from officer - current..............       23,000          24,000
                                                       -------------   -------------
       Total current assets........................... $  5,414,000    $  5,573,000

Plant and equipment, net of accumulated
  depreciation and amortization of
  $1,921,000 (1999) and $1,869,000 (1998).............    1,188,000       1,289,000
Goodwill, net of amortization of $51,000 (1999) and
 $11,000 (1998).......................................      702,000         742,000
Note receivable from officer - non-current............       40,000          49,000
Other assets..........................................       10,000           9,000
                                                       -------------   -------------
                                                       $  7,354,000    $  7,662,000
                                                       =============   =============
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable.................................... $  1,177,000    $  1,414,000
  Accrued payroll and payroll taxes...................      786,000         802,000
  Accrued professional fees...........................       71,000         173,000
  Other accrued expenses..............................      127,000         418,000
  Current portion of obligations under capital leases.      154,000         203,000
  Current portion of notes payable....................      136,000         109,000
  Reserve for discontinued operations.................      110,000         110,000
                                                       -------------   -------------
        Total current liabilities.....................    2,561,000       3,229,000

Obligations under capital leases, net
  of current portion..................................      549,000         627,000
Notes payable, net of current portion.................      420,000         491,000
Other long-term liabilities...........................       24,000          24,000
Commitments and contingencies.........................
Shareholders' equity:
  Preferred stock, no par value - 5,000,000 shares
    authorized, 450,000 issued and outstanding........       75,000          75,000
  Common stock, without par value -
    20,000,000 shares authorized,
    7,437,582 and 7,281,120 issued and outstanding in
     1999 and 1998....................................   13,649,000      13,584,000
  Accumulated deficit.................................   (9,924,000)    (10,368,000)
                                                       -------------   -------------
Total shareholders' equity............................    3,800,000       3,291,000
                                                       -------------   -------------
                                                       $  7,354,000    $  7,662,000
                                                       =============   =============

                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,
                                     1999            1998           1999            1998
                                  ------------   ------------    ------------   ------------
                                                                    
Revenues:
   Blood management programs....  $  2,035,000   $   852,000     $  3,573,000   $  1,703,000
   Regional operations
     Blood products.............     1,122,000       677,000        2,189,000      1,259,000
     Blood services.............     1,837,000     1,314,000        3,685,000      2,799,000
                                  -------------  ------------    -------------  -------------
      Total revenue.............     4,994,000     2,843,000        9,447,000      5,761,000

Operating costs and expenses:
   Blood management programs....  $  1,747,000   $   787,000     $  3,207,000   $  1,601,000
   Regional operations
     Blood products.............       816,000       477,000        1,553,000        946,000
     Blood services.............     1,430,000       944,000        2,852,000      2,062,000
                                  -------------  ------------    -------------  -------------
     Total operating costs and
        expenses................     3,993,000     2,208,000        7,612,000      4,609,000
                                  -------------  ------------    -------------  -------------

     Operating profit...........     1,001,000       635,000        1,835,000      1,152,000

General and administrative
   expense......................       791,000       585,000        1,477,000      1,086,000
Gain on sale of Gateway                      -             -          100,000              -
   Community Blood Program......
                                  -------------  ------------    -------------  -------------
Income from continuing
   operations before income
   taxes........................       210,000        50,000          458,000         66,000

Provision for income taxes......        (9,000)            -          (14,000)             -
                                  -------------  ------------    -------------  -------------
   Net income...................  $    201,000   $    50,000     $    444,000   $     66,000
                                  =============  ============    =============  ==============

Income per shares:
   Basic........................  $       0.03   $      0.01     $       0.06   $        0.01
                                  =============  ============    =============  ==============
   Diluted......................  $       0.02   $      0.01     $       0.06   $        0.01
                                  =============  ============    =============  ==============

Weighted average shares
    outstanding - basic........     7,392,238     7,281,120        7,336,679       7,239,318
                                  ============   ===========     ============   =============
Weighted average shares
    outstanding - dilutive.....     8,382,023     7,302,852        7,924,092       7,268,926
                                  =============  ============    =============  ==============

                               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,
                                                                     1999           1998
                                                                 ------------    ------------
                                                                           
Cash flows from operating activities:
  Net income...................................................  $   444,000     $    66,000
  Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
      Depreciation and amortization............................      146,000          76,000
      Issuance of common stock and options for compensation....       65,000           6,000

  Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable...............      (72,000)         55,000
      (Increase) decrease in inventories, supplies and
        prepaid expenses.......................................       13,000         (90,000)
      (Increase) in other assets, net..........................       (1,000)              -
      Decrease in accounts payable, accrued expenses  and
        other liabilities......................................     (633,000)        (96,000)
      Other....................................................            -           1,000
                                                                 ------------    ------------
  Net cash provided by (used in) operating activities..........      (38,000)         18,000

Cash flows from investing activities:
      Decrease in notes receivable from related parties........       10,000           8,000
      Increase in marketable securities........................     (288,000)       (213,000)
      Purchase of plant and equipment, net.....................      (19,000)         (4,000)
                                                                 ------------    ------------
  Net cash used in investing activities........................     (297,000)       (209,000)

Cash flows from financing activities:
      Principal payments on line of credit, term loan
        and capital leases.....................................     (171,000)        (63,000)
                                                                 ------------    ------------
      Net cash used in financing activities....................     (171,000)        (63,000)
                                                                 ------------    ------------

      Decrease in cash and cash equivalents....................     (506,000)       (254,000)
      Cash and cash equivalents at beginning of period.........    1,372,000       1,249,000
                                                                 ------------    ------------
      Cash and cash equivalents at end of period...............  $   866,000     $   995,000
                                                                 ============    ============

Supplemental disclosure:
      Interest paid............................................  $    45,000     $    14,000
                                                                 ============    ============

      Income taxes paid........................................  $    18,000     $         -
                                                                 ============    ============



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

                                             5



                             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 six months ended
June 30, 1999, are not necessarily indicative of the results that
may be expected for the year ending December 31, 1999.  Certain
1998 amounts have been reclassified to conform to the 1999
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, 1998.

Coral Blood Services, Inc. ("CBS"), a wholly owned subsidiary of
the Company, was formed in October 1998, for the purpose of
purchasing substantially all of the assets of a company which had
been in the business of supplying blood products and services to
hospitals primarily in the eastern United States. (See Note 2.)

Note 2 - Coral Blood Services
- ------------------------------

In October 1998, the Company purchased, through its wholly owned
subsidiary CBS, substantially all of the assets of Coral
Therapeutics, Inc. ("Coral") from Coral's secured lender.  Prior
to the acquisition, Coral provided blood services to major
university, teaching and community hospitals in Maine, New
Hampshire, Massachusetts, Connecticut, New York, North Carolina
and other states. The Company has concluded new contractual
agreements with several former Coral customers; however, the
Company operates under interim agreements with certain former
Coral customers.

Note 3  - Line of Credit and Note Payable
- -----------------------------------------

Line of Credit

The Company maintains a line of credit with a commercial bank
secured by its accounts receivable, inventory and equipment. In
February 1999, the commercial bank increased the Company's line
of credit borrowing limit to $1.2 million, from $700,000, and
converted the $600,000 balance then outstanding on the line of
credit to a four-year term loan.

Under the terms of the credit agreement, the Company may borrow
up to 70% of eligible accounts receivable, up to a maximum of
$1.2 million at an interest rate of prime plus 0.5% and must
maintain certain ratios. The Company was in compliance with all
covenants of its borrowing agreement at June 30,1999, and there
was no balance outstanding under the line of credit.  The line of
credit matures in June 2000.

                                6


Note Payable

The Company has a term note with a bank, payable in 48 monthly
payments of principal and interest of approximately $15,000
through February 2003. The note bears interest at the prime rate
plus one percent (8.75% at June 30, 1999).

Note 4 - Commitments and Contingencies
- --------------------------------------

Since 1976, California law has prohibited the infusion of blood
products into patients if the donors of those products were paid
unless, in the opinion of the recipient's physician, blood from a
non-paid donor was not immediately available. Apheresis platelet
products obtained from paid donors, including the Company's
Sherman Oaks center's paid donors, are exempted from this law by
a state statute which contains a "sunset" provision. Unless a new
exemption is obtained, the existing exemption will expire under
its sunset provision on December 31, 2001. The Company is
evaluating a number of available options with regard to the
expiration of the exemption.  Should the Company be unable to
continue to sell apheresis platelets collected from paid donors,
the Company's revenue and operating profit could be materially
adversely affected.

The State and federal laws set forth antikickback and self-
referral prohibitions and otherwise regulate financial
relationships between blood banks and hospitals, physicians and
other persons who refer business to them.  While the Company
believes its present operations comply with applicable
regulations, there can be no assurance that future legislation or
rule making, or the interpretation of existing laws and
regulations will not prohibit or adversely impact the delivery by
HemaCare of its services and products.

Note 5 - Segment and Related Party Information
- ----------------------------------------------

Business Segments

The Company operates in three business segments, each of which
represents a separate business activity. The segments and a
description of their business activities follows:

- - Blood Management Programs ("BMP"). Outsource programs which
  provide all or a major portion of the blood banking functions
  to a hospital.

- - Blood Products. The collection, manufacture and distribution
  of apheresis and whole blood derived products.

- - Blood Services.  Therapeutic apheresis and stem cell
  collection procedures, autologous interoperative transfusion
  and donor testing.

Management uses more than one measure to evaluate segment
performance. However, the dominant measurements are consistent
with the Company's consolidated financial statements, which
present revenue from external customers and pretax income for
each segment.

Related Party Loan

In 1995 and 1994, the Company made a series of personal loans to
Dr. Joshua Levy, then an officer and director of the Company. The
Company received installment payments on these loans in 1997 and
1996. Effective July 31, 1997, the Company entered into an

                                 7


agreement with Dr. Levy to forgive the remaining balance of Dr.
Levy's loans, including interest accrued at a 10% annual rate,
over a five-year period so long as Dr. Levy remains employed by
the Company.

Note 6 - Gain on Disposition
- ----------------------------

In September 1995, the Company formed Gateway Community Blood
Program, Inc. ("Gateway"), a wholly owned subsidiary
incorporated in Missouri, to provide blood products and services
in Missouri and Illinois.  In August 1997, Gateway's operations
were sold.

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 maximum of $422,000. An additional payment of
$100,000 was due when Gateway received a Food and Drug
Administration establishment license. In the first quarter of
1999, the Company realized an additional $100,000 gain on the
disposition as Gateway received its license.

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 all
or a portion of its blood procurement and donor center management
operations and other blood related activities. 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 cyropreservation and donor
testing.

In October 1998, the Company, through its subsidiary Coral Blood
Services, Inc. ("CBS"), acquired existing blood products and
services operations in the eastern United States. These consist of
Blood Management Programs and other blood services provided to
hospitals and medical centers. Presently, CBS is providing services to
some of its customers under interim arrangements, while negotiating
new contractual agreements.

In June 1999, the Company commenced a Blood Management Program with
the University of California at Irvine ("UCI"). The Company now
operates six blood management programs. In addition to the UCI
program, the Company operates the University of Southern California
("USC") program, initiated in 1996, in Southern California and four
East Coast programs. The East Coast programs are Dartmouth-Hitchcock
Medical Center ("DHMC"), Maine Medical Center ("MMC"), St. Vincent
Hospital ("St. Vincent") and University of North Carolina ("UNC").
Prior to October 1998, Coral Therapeutics, Inc. operated these
programs.

                                 8



The Gateway Community Blood Program ("Gateway") located in St.
Louis, Missouri, and the Citrus Valley Health Partners ("Citrus
Valley") Blood Management Program, initiated in 1995 and 1996, failed
to meet the Company's profitability criteria. Gateway was sold in
August 1997, and the Citrus Valley contract was terminated in July
1998.

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

Revenues, Operating Profit and Net Income
- -----------------------------------------

Total revenues increased 76% ($2,151,000) in the three-month and 64%
($3,686,000) in the six-month periods of 1999. Operating profit
increased by 58% ($366,000) in the three-month and 59% ($683,000) in
the six-month periods of 1999.  Net income increased by 302%
($151,000) in the three-month and 527% ($378,000) for the six months
ended June 30, 1999.  In both periods, the increases were due to the
addition of the CBS operations and to higher California Blood Products
revenue, partially offset by lower California BMP and Blood Services
revenue.  In addition, the Company realized a $100,000 gain on the
sale of Gateway, in the first half of 1999.

Blood Management Programs

Revenue increased 139% ($1,183,000) in the second quarter and 110%
($1,870,000) in the first half of 1999. BMP operating profit increased
by 343% ($233,000) in the second quarter and increased by 259%
($264,000) during the six months ended June 30, 1999. The revenue
increases were due to the addition of the CBS operations and the UCI
BMP, partially offset by the termination of the Citrus Valley contact.
The increase in operating profit resulted from the addition of the UCI
BMP, improved profitability of CBS BMP operations and the termination
of the Citrus Valley contract.

Blood Products

Blood Products revenues increased 66% ($445,000) in the second quarter
and 74% ($930,000) in the first half of 1999. The operating profit on
Blood Products sales increased by 53% ($106,000) in the second quarter
and increased by 103% ($323,000) during the six months ended June 30,
1999.  These increases were the result of higher volume apheresis
platelet sales in California, partially offset by a decrease in the
average price per apheresis platelet product sold and by lower whole-
blood component sales volumes and prices.

Blood Services

Blood Services revenues increased 40% ($523,000) in the second quarter
and 32% ($886,000) in the first six months of 1999. Blood services
operating profit increased by 10% ($37,000) in the second quarter and
increased by 13% ($96,000) in the first half of 1999.  The increases
resulted from the addition of CBS operations, partially offset by
decreases in California-based revenue. In California, the volume of
albumin sales and the average price per therapeutic apheresis
procedure both decreased in 1999. When the Company is able to obtain
an excess supply of albumin, a protein replacement fluid used in
certain therapeutic procedures, at a favorable price, it is offered
for sale to non-hospital customers. There was no excess albumin for
sale in 1999. The decrease in the average price per California
therapeutic procedure was due primarily to lower average usage of
albumin.

                                  9


Gain on Disposition

As a part of the terms of the sale of Gateway's operations, the
Company was entitled to receive a payment of $100,000 when Gateway
received a Food and Drug Administration establishment license. In the
first quarter of 1999, the Company realized an additional $100,000
gain on the disposition as Gateway received its license.

General and Administrative Expense

General and administrative expense increased 35% ($205,000) in the
second quarter and 36% ($390,000) in the first half of 1999. The
increase in general and administrative expenses is consistent with the
additional overhead costs required to support CBS operations.  As a
percentage of revenue, general and administrative expenses decreased
to 16% during the three and six-month periods ended June 30, 1999,
compared to 21% and 19% during the same periods of 1998.

Liquidity and Capital Resources

At June 30, 1999, the Company had cash and cash equivalents and
marketable securities of $1,442,000 and working capital of $2,853,000.
The Company has a $1,200,000 line of credit with a commercial bank
which is in effect through June 1, 2000. Under the terms of the credit
line agreement, the Company may borrow up to 70% of eligible accounts
receivable, up to a maximum of $1,200,000, and must maintain certain
financial ratios. The Company was in compliance with all covenants of
its borrowing agreement at June 30, 1999, and there were no borrowings
outstanding on the line of credit at that date.

The Company also has a term note with a bank of $600,000, payable in
48 monthly payments of principal and interest of approximately $15,000
through February 2003. The note bears interest at the prime rate plus
one percent, (8.75% as of June 30, 1999). The term note is cross
collateralized with the Company's line of credit.

The Company has concluded new contractual agreements with several East
Coast customers; however, the Company still operates under interim
arrangements with certain East Coast customers.  The Company expects
to enter contractual agreements with most of these customers.
However, there can be no assurance that satisfactory contracts can be
negotiated with all major customers, and the loss of one or more major
customers could have an adverse affect on the Company's revenue and
operating profit.

Since 1976, California law has prohibited the infusion of blood
products into patients if the donors of those products were paid
unless, in the opinion of the recipient's physician, blood from a non-
paid donor was not immediately available. Apheresis platelet products
obtained from paid donors, including the Company's Sherman Oaks
center's paid donors, are exempted from this law by a state statute
which contains a "sunset" provision. Unless a new exemption is
obtained, the existing exemption will expire under its sunset
provision on December 31, 2001. The Company is evaluating a number of
alternatives with regard to continuing its California based apheresis
platelet business after the year 2001. However, there can be no
assurance that these initiatives will be successful. Should the
Company be unable to continue to sell apheresis platelets collected
from paid donors, the Company's revenue and operating profit could be
materially adversely affected.

                              10


Joshua Levy, M.D., medical director of the Company and a shareholder,
treats patients through his private practice, who require therapeutic
services. Amendments to the Federal self-referral laws and related
regulations which became effective in 1995 could restrict the
Company's ability to provide therapeutic services to Dr. Levy's
patients who are covered by Medicare or MediCal. It is estimated that
revenues from these patients represented approximately 2% ($295,000)
of the Company's 1998 revenues.  New regulations which have been
proposed but not yet issued may provide an exemption for therapeutic
apheresis services. If the new regulations do not provide an exemption
for therapeutic apheresis services, the Company could lose the revenue
from its services for Dr. Levy's Medicare and MediCal patients.

The Company anticipates that cash flow from profitable operations,
collection of the accounts receivable purchased from Coral, 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.

Year 2000 Disclosure

The Company has developed and is implementing a comprehensive program
to address year 2000 issues. The program considers the effect of the
Year 2000 on the Company's internal systems, customers, products and
services, production systems, and suppliers and other critical
business partners. Implementation of the Company's plan is
substantially complete, and the Company believes that all identified
potential Year 2000 issues have been effectively resolved. The cost to
identify and resolve Year 2000 issues was not material to the
Company's financial results and has been expensed as incurred.
Management does not believe that there will be a significant
disruption to the Company's business due to Year 2000 issues. However,
the Company has begun contingency planning to address any situations
which may arise in which the planning of the Company or third parties
prove to be inadequate, and where practical alternatives are
available. There can be no assurance that the Company's Year 2000
program or the programs of critical business partners will be
successful, and failure could have a material adverse affect on the
Company's business and results of operations.

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,
the effect of state and Federal regulation and demand for the
Company's products and services. 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 repay existing debt, to
retain existing customers and obtain new customers, to retain the
former customers of Coral, to improve the profitability of the
Company's other operations, the effects of the Year 2000 and to comply
with the covenants under its bank line of credit. Each of these risks
and uncertainties as well as others are discussed in greater detail in

                               11


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, 1998.

                    PART II.    OTHER INFORMATION

Item 1.   Legal Proceedings

          See disclosure in Form 10-K for the year ended December
          31, 1998.

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

          a.  The Company's Annual Meeting of Shareholders (the
              "Meeting") held on June 17, 1999 was adjourned and
              reconvened on July 29, 1999.

          b.  The following table shows the tabulation of votes for
              all matters put to vote at the Meeting.




                                            Against/                  Broker
   Matters Put to Vote            For       Withheld     Abstain     Non-Votes
- --------------------------    -----------  ----------  -----------  ---------
                                                        
1.  Proposal to Amend
    bylaws to provide a
    range  in the
    number of authorized
    directors of the
    Company of five to
    nine directors..........  3,886,108    112,420      727,176     1,451,707

2.  Election of Five
    Directors
    Alan C. Darlington......  5,434,305    743,106
    Charles R. Schwab, Jr...  5,434,305    743,106
    Julien L. Steffenhagen..  5,434,305    743,106
    William D. Nicely.......  5,434,305    743,106
    Robert L. Johnson.......  5,434,305    743,106

3.  Proposal to amend
    Restated Articles of
    Incorporation to
    change the name of
    the Company to
    Comprehensive Blood
    Services................  5,157,168     83,605      936,638

                                     12


Item 6.  Exhibits and Reports on Form 8-K
- ------------------------------------------

a. Exhibits

    4.1    Loan Agreement the Registrant and Bank Leumi USA,
           dated June 1, 1999

   11      Net Income (Loss) per Common and Common Equivalent
           Share

   27      Financial Data Schedule for the Quarter Ended June
           30, 1999.


b. The Company did not file any reports on Form 8-K during
   the three months ended June 30, 1999.



                               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 16, 1999                      HEMACARE CORPORATION
                                           ----------------------------
                                                   (Registrant)


                                            /s/  David Fractor
                                           -----------------------------
                                           David Fractor, Chief Financial
                                           Officer

                                  13


                             INDEX TO EXHIBITS






                                                    
                                                          Method of Filing
                                                          ------------------

 4.1  Loan Agreement between the Registrant and Bank
      Leumi USA,dated June 1, 1999                        Filed herewith
                                                          electronically
11    Net Income (Loss) per Common and Common
      Equivalent Share................................    Filed herewith
                                                          electronically

27    Financial Data Schedule for the quarter ended
      June 30, 1999...................................    Filed herewith
                                                          electronically

                                  14