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                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934

                         (Amendment No. __________ )(1)

                              ImmuCell Corporation
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                                (Name of Issuer)

                    Common Stock, $0.10 par value per share
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                         (Title of Class of Securities)

                                  452525 30 6
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                                 (CUSIP Number)

                                Joseph H. Crabb
                            c/o ImmuCell Corporation
                               56 Evergreen Drive
                               Portland, ME 04103
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                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                               December 31, 2000
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             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [_].

     Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of 5 Pages)
----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

(SC13D-07/99)
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CUSIP No.452525 30 6                   13D                   Page 2 of 5 Pages
________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Joseph H. Crabb
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]
________________________________________________________________________________
3    SEC USE ONLY

________________________________________________________________________________
4    SOURCE OF FUNDS

     PF
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]
________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
               _________________________________________________________________
               7    SOLE VOTING POWER
  NUMBER OF
                    91,769 shares (all of such shares are subject to stock
                    options held by the Reporting Person, which are exercisable)
   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY

  OWNED BY          49,000 shares owned jointly with spouse
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         91,769 shares (all of such shares are subject to stock
                    options held by the Reporting Person, which are exercisable)
   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    49,000 shares owned jointly with spouse
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     140,769 (including 91,769 shares subject to stock options
     held by the Reporting Person, which are exercisable)
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     5.0%
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     IN
________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No.  452525 30 6               13D                      Page 3 of  5 Pages

________________________________________________________________________________
Item 1.  Security and Issuer.

         Common Stock, $0.10 par value per share;
         ImmuCell Corporation
         56 Evergreen Drive
         Portland,  ME 04103
________________________________________________________________________________
Item 2.  Identity and Background.

         (a) Joseph H. Crabb

         (b) c/o ImmuCell Corporation
             56 Evergreen Drive
             Portland, ME 04103

         (c) Vice President and Chief Scientific Officer of ImmuCell
             Corporation, 56 Evergreen Drive,
             Portland, ME 04103, an animal health
             biotechnology company

         (d) The Reporting Person has not been convicted in a criminal
             proceeding during the last five years.

         (e) The Reporting Person was not a party to a civil proceeding of a
             judicial or administrative body of competent jurisdiction during
             the last five years.

         (f) USA
________________________________________________________________________________
Item 3.  Source and Amount of Funds or Other Consideration.

         19,500 shares held by the Reporting Person were acquired in the open
         market and 29,500 shares were acquired upon the exercise of employee
         stock options, for an aggregate purchase price of $63,862 using
         Personal Funds. 91,769 shares are subject to stock options which are
         currently exercisable for an aggregate exercise price of $185,902. If
         any of such options are exercised, Personal Funds are intended to be
         used to purchase the shares subject to the stock options.
________________________________________________________________________________
Item 4.  Purpose of Transaction.

         The securities reported on this Schedule 13D were acquired for personal
         investment. Some of the securities represent stock options granted to
         the Reporting Person by the Issuer in connection with his employment as
         an officer of the Issuer.

         (a) The Reporting Person holds unvested options to acquire an
         additional 64,667 shares at exercise prices ranging from $1.3125 to
         $4.00 per share, which become exercisable at various times beginning
         June 30, 2001.

         (b) none

         (c) none


CUSIP No.  452525 30 6               13D                      Page 4 of  5 Pages

         (d) none

         (e) none

         (f) none

         (g) none

         (h) none

         (i) none

         (j) none
________________________________________________________________________________

Item 5.  Interest in Securities of the Issuer.

         (a) As of the date of this Schedule 13D, the Reporting Person
         beneficially owned 140,769 shares (including 91,769 shares subject to
         vested stock options held by the Reporting Person), 5.0% of the
         Issuer's outstanding common stock

         (b) Reporting Person has sole power to vote and sole power to dispose
         of the 91,769 shares subject to options and shares shares jointly with
         his spouse the power to vote and power to dispose of the 49,000 shares
         of common stock beneficially owned by him.

         (c) Options to acquire 25,000 shares of common stock at $1.046875 per
         share were exercised by the Reporting Person on January 3, 2001.
         Unexercised options as to 16,667 shares at an exercise price of $1.3125
         per share became vested as of March 1, 2001, and thus were deemed to be
         beneficially owned by the Reporting Person 60 days prior to that date.

         (d) n/a

         (e) n/a
________________________________________________________________________________

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

         None, other than the employee stock options granted to the Reporting
         Person by the Issuer from time to time since June 3, 1994 in connection
         with his employment as an officer of the Issuer.
________________________________________________________________________________
Item 7.  Material to be Filed as Exhibits.

         n/a
________________________________________________________________________________


CUSIP No.  452525 30 6               13D                      Page 5 of  5 Pages

                                   SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                    March 8, 2001
                                        ----------------------------------------
                                                         (Date)


                                               /s/ Joseph H. Crabb
                                        ----------------------------------------
                                                       (Signature)

                                                  Joseph H. Crabb
                                              Vice President and Chief
                                                 Scientific Officer
                                        ----------------------------------------
                                                       (Name/Title)



Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).