SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No.2)*

HemaCare Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

423498104

(CUSIP Number)

Steven B. Gerber, 15350 Sherman Way, Suite 350, Van Nuys, California, 91406, (818) 226-1968

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

12/2/09

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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.

* 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 ("Act") 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).

CUSIP No.  423498104
	1.	Names of Reporting Persons Steven B. Gerber
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 210,000 (1)
			8.	Shared Voting Power 840,000 (1)
			9.	Sole Dispositive Power 210,000 (1)
			10.	Shared Dispositive Power 840,000 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,050,000 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 10.2% (2)
	14.	Type of Reporting Person (See Instructions) IN

(1)   See Item 5.

(2)   The percent of class reported in this Item 13 and elsewhere in this Schedule 13D are based on 10,049,539 shares of Common Stock outstanding as of November 6, 2009 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2007.

2

CUSIP No.  423498104
	1.	Names of Reporting Persons Barbara Gerber
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 840,000 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 840,000 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 840,000 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 8.4% (2)
	14.	Type of Reporting Person (See Instructions) IN

(1)   See Item 5.

(2)   The percents of class reported in this Item 13 and elsewhere in this Schedule 13D are based on 10,049,539 shares of Common Stock outstanding as of November 6, 2009 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2009.

3

CUSIP No.  423498104
	1.	Names of Reporting Persons Gerber Family Trust, dated 12/13/96
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 840,000 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 840,000 (1)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 840,000 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 8.4% (2)
	14.	Type of Reporting Person (See Instructions) OO

(1)   See Item 5.

(2)   The percents of class reported in this Item 13 and elsewhere in this Schedule 13D are based on 10,049,539 shares of Common Stock outstanding as of November 6, 2009 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2009.

4

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 of Schedule 13D (this “Amendment”) is filed by Steven B. Gerber, Barbara Gerber and Gerber Family Trust, dated 12/13/96(each a “Reporting Person” and collectively the “Reporting Persons”) with respect to shares of common stock, no par value (the “Common Stock”) of HemaCare Corporation (the “Company”).  This Amendment modifies and supplements the original Schedule 13D filed with the Securities and Exchange Commission on March 26, 2008 (the “Original 13D”), as amended by the Amendment No. 1 to the Original 13D filed with the Securities and Exchange Commission on September 18, 2008 (as amended, the “Schedule 13D”).

Item 4.	Purpose of Transaction
	On December 2, 2009, The Gerber Family Trust dated 12/13/96 acquired 15,000 shares of Common Stock of the Company in a private placement transaction for a purchase price of $0.56 per share.  The shares were acquired by the Reporting Person for investment purposes.
Item 5.	Interest in Securities of the Issuer
	(a)   Steven B. Gerber has the right to acquire 210,000 shares of Common Stock upon the exercise of stock options on or before a date which is sixty days after the date of this Amendment.  The Gerber Family Trust dated 12/13/96 owns 840,000 shares of Common Stock (representing 8.4% of the outstanding Common Stock).  Each Reporting Person disclaims ownership of all shares of Common Stock in which such Reporting Person does not have a pecuniary interest.
	(b)   As the trustees of the Gerber Family Trust dated 12/13/96, Steven B. Gerber and Barbara Gerber may be deemed to have beneficial ownership of the shares of Common Stock owned by that trust.  Accordingly, Steven B. Gerber has the sole voting and dispositive power with respect to 210,000 shares, and each of the Reporting Persons may be deemed to have shared voting and dispositive power with respect to 840,000 shares.

(c)	Transaction Date	Shares or Units Purchased (Sold)	Price per Share or Unit
	12/2/09	15,000	$0.56

	Purchased by the Gerber Family Trust dated 12/13/96 from Robert S. Chilton, Executive Vice President and Chief Financial Officer of HemaCare Corporation.
	(d)   Not applicable.
	(e)   Not applicable.
Item 7.	Material to be Filed as Exhibits
	Exhibit 24.1:  Power of Attorney Exhibit 99.1:  Joint Filing Agreement, dated March 25, 2008, among Steven B. Gerber, Barbara Gerber and the Gerber Family Trust dated 12/13/96.

5

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.

December 11, 2009

Date

/s/ Robert S. Chilton, Attorney-in-Fact

Steven B. Gerber

/s/ Robert S. Chilton, Attorney-in-Fact

Barbara Gerber

/s/ Robert S. Chilton, Attorney-in-Fact

Gerber Family Trust dated 12/13/96

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EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitute and appoint Robert S. Chilton, Executive Vice President, Chief Financial Officer and Corporate Secretary of HemaCare Corporation, as the undersigned’s true and lawful attorney-in-fact to:

(a)execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of HemaCare Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(b)execute and submit for and on behalf of the undersigned Form ID of the Securities and Exchange Commission to obtain personal code numbers for the electronic filing of reports;

(c)execute for and on behalf of the undersigned Schedule 13D or Schedule 13G, or any amendment thereto, in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder;

(d)do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Form ID, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(e)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intent and purpose as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledge that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13(d) of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 25th day of  March, 2008.

/s/ Steven B. Gerber

Steven B. Gerber

/s/ Barbara Gerber

Barbara Gerber

/s/ Steven B. Gerber

Gerber Family Trust dated 12/13/96

By: Steven B. Gerber

EX-99.1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i)Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii)Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:    March 25, 2008

/s/ Steven B. Gerber
Steven B. Gerber
/s/ Barbara Gerber
Barbara Gerber
/s/ Steven B. Gerber
Gerber Family Trust dated 12/13/96
By:	Steven B. Gerber