IMMUCELL CORP /DE/ — Director's Dealing 2005

Aug 23, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: IMMUCELL CORP /DE/ (ICCC)
CIK: 0000811641
Period of Report: 2005-08-22

Reporting Person: Rhodes Linda (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.10 par value	15000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock option (Right to Buy)	$4.67	2010-08-22	Common Stock (15000)		Direct

Footnotes

F1: This option vests according to the following schedule, provided that Optionee is re-elected as a director at each such meeting:

 (i)  5,000 shares on and after the 2006 Annual Meeting of Shareholders;

 (ii)  an additional 5,000 shares on and after the 2007 Annual Meeting of Shareholders; and

 (iii)  the remaining 5,000 shares on and after the 2008 Annual Meeting of Shareholders.