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                               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


                             December 30, 1999

                     (Date of earliest event reported)



                           IMMUCELL CORPORATION

          (Exact name of registrant as specified in its charter)



                                  0-15507

                         (Commission file number)


     DELAWARE                                 01-0382980

(State or other jurisdiction                 (I.R.S. Employer
      of incorporation)                       Identification No.)

                            56 Evergreen Drive
                            Portland, ME 04103

           (Address of principal executive offices and zip code)

                              (207) 878-2770

           (Registrant's telephone number, including area code)


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Item 2.  OTHER EVENTS

     On  December  30,  1999,  the  Registrant  closed  an  Asset  Purchase
Agreement  with AMBI Inc. ("AMBI") of Purchase, New York pursuant to  which
the Registrant  acquired rights to the product Wipe Out{TM} Dairy Wipes and
certain other related  rights.   The  transaction  included the purchase of
equipment used in the manufacture of the product, trademarks  and a license
of intellectual property for an aggregated amount of $359,000 in cash.  The
Registrant also acquired approximately $173,000 of product inventory.

     The Wipe Out{TM} product consists of pre-moistened towelettes that are
impregnated with nisin to clean, sanitize and dry the teat area of a cow in
advance of milking.  Nisin is a natural antibacterial protein that has been
demonstrated in clinical studies to be an effective aid in the reduction of
mastitis  disease-causing  organisms  in dairy cows.  The use of nisin  for
such applications is the subject of five  issued patents that were licensed
by  AMBI  to  the  Registrant.   In  connection  with  the  Asset  Purchase
Agreement, the Registrant also entered into a Supply  Agreement  with  AMBI
under  which the Registrant agreed to manufacture and supply nisin to AMBI,
as needed, for AMBI's other products.

     The   terms  of  the  transaction  were  the  result  of  arm's-length
negotiations between the Registrant and AMBI.  The consideration was and is
payable as follows:   $424,000  paid  at  the  closing,  $62,487 payable on
February 15, 2000 and $45,324 payable on March 31, 2000, subject to certain
post-closing adjustments.  The cash consideration for the  transaction came
and will come from the Registrant's existing cash resources.

     The  terms  of the transaction are more fully described in  the  Asset
Purchase Agreement between the Registrant and AMBI dated December 30, 1999,
a copy of which is  filed  as  Exhibit 2 to this Current Report on Form 8-K
and is incorporated herein by this reference.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     2.  Asset Purchase Agreement  between  the  Registrant  and  AMBI Inc.
dated December                      30, 1999.



                                 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.

                                   IMMUCELL CORPORATION


Date    JANUARY 13, 2000           /S/ MICHAEL F. BRIGHAM

                                   Michael F. Brigham
                                   Vice President and Chief Financial Officer




                               EXHIBIT INDEX


Exhibit                                                   Sequential
NUMBER                   DESCRIPTION                    PAGE NUMBERS(S)

  2.   Asset Purchase Agreement between the Registrant
       and AMBI Inc. Dated December 30, 1999                 4