8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 19, 2004
(Date of earliest event reported)

FCCC, INC.(Exact name of registrant as specified in charter)

Connecticut
(State or Other Jurisdiction
of Incorporation) 811-0969
(Commission File
Number) 06-0759497
(IRS Employer
Identification No.)

200 Connecticut Avenue, Norwalk, Connecticut
(Address of principal executive of offices) 06854
(Zip code)

(203) 855-7700
(Registrant's telephone number including area code)

n/a
(Former Name or former address, if changed since last report)

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

Reference is made to the press release issued to the public by the registrant on May 19, 2004, the text of which is attached hereto as an exhibit, for a description of the events reported pursuant to this Form 8-K.

The information provided pursuant hereto shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 8-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

Number

99.1 Description

Text of Press Release dated May 19, 2004.

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, hereunto duly authorized.

FCCC, INC.
By:	/s/Bernard Zimmerman                                 Name: Bernard Zimmerman Title: President and Chief Executive Officer

Dated: May 19, 2004

EXHIBIT INDEX

Number

99.1 Description

Text of Press Release dated May 19, 2004.

EX-99

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FCCC, INC. IN FINAL NEGOTIATIONS FOR TENDER OFFER AT $3.05 PER SHARE

NORWALK, CONNECTICUT, MAY 19, 2004 - FCCC, Inc. (OTCBB: FCIC) (formerly The First Connecticut Capital Corporation) has noted an increase in the market price and number of shares traded of its common stock today. The Company is currently in final negotiations with a group of private investors concerning a material transaction involving the Company. Specifically, if the parties successfully conclude their negotiations within the next week, then a tender offer will be announced to purchase a minimum of 62% of the 1,423,382 outstanding shares of FCCC, Inc. at a price of $3.05 per share, all cash. The group will also purchase 200,000 outstanding warrants to purchase FCCC, Inc. common stock and cause the acceleration and redemption of all outstanding stock options.

For more information contact:

Mr. Martin Cohen, Chairman, at (212) 744-8537 or Mr. Bernard Zimmerman, President and CEO, at (203) 855-7700.

####

This press-release contains forward-looking statements within the meaning of, and made pursuant to, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or events or timing of events to be different. FCCC, Inc. refers interested parties to its SEC filings for a complete discussion about the Company.