UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

 (Mark One)

  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ---                              ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                       OR

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

        For the transition period from _____________ to ________________

                          Commission File No. 000-20139

                                  Diacrin, Inc.
             (Exact name of registrant as specified in its charter)


          Delaware                                       22-3016912
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification No.)


                 Building 96 13th Street, Charlestown Navy Yard,
                   Charlestown, MA 02129 (Address of principal
                     executive offices, including zip code)

                                 (617) 242-9100
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of 1934 during the  preceding 12 months (or for such  shorter  period that
      the  registrant  was  required  to file  such  reports),  and (2) has been
      subject to such filing requirements for the past 90 days.

                           YES     X        NO______
                                  ---

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
      classes of common stock, as of the latest practicable date.

         As of May 14, 1998,  14,311,908 shares of the registrant's Common Stock
were outstanding.


<PAGE>


                                  Diacrin, Inc.
                                      Index




                                                                            Page
PART I. -   FINANCIAL INFORMATION

Item 1.     Financial Statements

             Balance Sheets as of
              December 31, 1997 and March 31, 1998.....................        3

              Statements of Operations for the Three Month
              Periods Ended March 31, 1997 and 1998....................        4

              Statements of Cash Flows for the Three Month Periods
              Ended March 31, 1997 and 1998............................        5

              Notes to Financial Statements............................        6

Item 2.      Management's Discussion and Analysis of Financial
              Condition and Results of Operations......................        8


PART II. -   OTHER INFORMATION

Item 2.      Changes in Securities and Use of Proceeds.................       11

Item 6.       Exhibits and Reports on Form 8-K.........................       11


SIGNATURES.............................................................       12


<PAGE>


                                                              Diacrin, Inc.
                                                              Balance Sheets
                                                               (Unaudited)
<TABLE>
<CAPTION>

                                                                          December 31,                 March 31,
                                                                             1997                        1998
                                                                        -------------               ------------   
<S>                                                                   <C>                        <C>
ASSETS
Current assets:
     Cash and cash equivalents                                        $    5,015,777             $    11,123,552
     Short-term investments                                                6,000,098                   7,224,935
     Interest receivable and other current assets                            438,756                     381,348
                                                                        ------------                ------------
         Total current assets                                             11,454,631                  18,729,835
                                                                        ------------                ------------
Property and equipment, at cost:
     Laboratory and manufacturing equipment                                  839,856                     822,988
     Equipment under capital leases                                          675,262                     675,262
     Furniture and office equipment                                          277,109                     280,216
     Leasehold improvements                                                   55,557                      76,827
                                                                        ------------                ------------
                                                                           1,847,784                   1,855,293
     Less- Accumulated depreciation and amortization                         853,911                     929,647
                                                                        ------------                ------------
                                                                             993,873                     925,646
                                                                        ------------                ------------

Long-term investments                                                     10,331,289                  11,629,231
                                                                        ------------                ------------
                                                                   $      22,779,793             $    31,284,712
                                                                   =================             ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                              $         185,306             $       210,025
     Accrued expenses                                                        994,166                     903,308
     Deferred revenue                                                        387,056                     421,625
     Current portion of long-term debt                                       337,171                     346,255
                                                                        ------------                ------------
         Total current liabilities                                         1,903,699                   1,881,213
                                                                   -----------------           -----------------

Long-term debt                                                               672,426                     581,805
                                                                   -----------------          ------------------

Stockholders' equity:
     Preferred stock, $.01 par value, Authorized--
         5,000,000 shares; none issued and outstanding                        -                           -
     Common stock, $.01 par value; Authorized-- 30,000,000
         shares; issued and outstanding-- 13,268,256 shares
         and 14,298,908 shares at December 31, 1997
         and March 31, 1998, respectively                                    132,683                     142,989
     Additional paid-in capital                                           54,730,773                  64,167,609
     Accumulated deficit                                                 (34,659,788)                (35,488,904)
                                                                        ------------                ------------
         Total stockholders' equity                                       20,203,668                  28,821,694
                                                                        ------------                -----------
                                                                      $   22,779,793             $    31,284,712
                                                                      ==============             ===============


                                              See Accompanying Notes to Financial Statements
                                     - 3 -

</TABLE>

<PAGE>


                                                             Diacrin, Inc.
                                                        Statements of Operations
                                                              (Unaudited)
<TABLE>
<CAPTION>

                                                                         Three Months
                                                                       Ended March 31,
                                                               1997                    1998
                                                           ----------                -------
<S>                                                       <C>                    <C>
REVENUES:
   Research and development                               $  1,191,326           $  1,142,746
   Interest income                                             331,396                351,185
                                                            ----------             ----------
       Total revenues                                        1,522,722              1,493,931
                                                            ----------             ----------

OPERATING EXPENSES:
    Research and development                                 1,611,269              1,839,443
    General and administrative                                 411,480                402,177
   Interest expense                                             18,846                 26,438
                                                            ----------             ----------
       Total operating expenses                              2,041,595              2,268,058
                                                            ----------             ----------

EQUITY IN OPERATIONS OF JOINT VENTURE                           -                     (54,989)
                                                            ----------              ----------

NET LOSS                                                  $   (518,873)         $    (829,116)
                                                          =============         ==============

BASIC AND DILUTED
     NET LOSS PER COMMON SHARE                           $        (.04)          $        (.06)
                                                          ==============        ==============

SHARES USED IN COMPUTING BASIC AND
     DILUTED NET LOSS PER COMMON SHARE                      13,192,471           13,657,209
                                                            ==========           ==========
























                                                See Accompanying Notes to Financial Statements
                                     - 4 -
</TABLE>


<PAGE>


                                                             Diacrin, Inc.
                                                        Statements of Cash Flows
                                                              (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Three Months
                                                                                       Ended March 31,
                                                                                  1997               1998
                                                                                --------          --------
<S>                                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                               $    (518,873)       $ (829,116)
    Adjustments to reconcile net loss to net
       cash used in operating activities-
          Depreciation and amortization                                           53,537            75,736
          Equity in operations of joint venture                                    -                54,989
    Changes in assets and liabilities-
       Interest receivable and other current assets                             (170,446)           57,408
       Accounts payable                                                           72,411            24,719
       Accrued expenses                                                          116,935          (145,847)
       Deferred revenue                                                         (148,737)          152,061
                                                                             -----------       -----------

              Net cash used in operating activities                             (595,173)         (610,050)
                                                                             -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Increase in short-term investments                                        (1,473,625)       (1,224,837)
    Purchases of property and equipment, net                                     (39,684)           (7,509)
    Increase in long-term investments                                         (2,052,642)       (1,297,942)
    Investment in joint venture                                                  -                (117,492)
                                                                             -----------       -----------

              Net cash used in investing activities                           (3,565,951)       (2,647,780)
                                                                             -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from sale of common stock                                        12,565         9,447,142
    Principal payments on long-term debt                                         (42,477)          (81,537)
                                                                             -----------       -----------

              Net cash (used in) provided by financing activities                (29,912)        9,365,605
                                                                             -----------       -----------
NET (DECREASE ) INCREASE IN CASH
    AND CASH EQUIVALENTS                                                      (4,191,036)        6,107,775

CASH AND CASH EQUIVALENTS, beginning of period                                 7,308,710         5,015,777
                                                                             -----------       -----------

CASH AND CASH EQUIVALENTS, end of period                                    $  3,117,674      $ 11,123,552
                                                                            ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid during the period                                         $     18,846      $     26,438
                                                                            ============      ============


</TABLE>







                 See Accompanying Notes to Financial Statements


                                     - 5 -
<PAGE>



                                  Diacrin, Inc.
                          Notes to Financial Statements
                                   (Unaudited)

1.       Operations and Basis of Presentation

         Diacrin, Inc. (the Company) was incorporated on October 10, 1989 and is
developing  transplantable  cells for the treatment of human  diseases which are
characterized by cell dysfunction or cell death and for which current  therapies
are either inadequate or nonexistent.

         The unaudited  financial  statements included herein have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange  Commission  and include,  in the opinion of management,
all adjustments,  consisting of normal,  recurring adjustments,  necessary for a
fair  presentation of interim period results.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and regulations.  The Company believes, however, that its
disclosures are adequate to make the information  presented not misleading.  The
results for the interim  periods  presented  are not  necessarily  indicative of
results to be expected  for the full fiscal  year.  These  financial  statements
should be read in conjunction  with the audited  financial  statements and notes
thereto  included in the Company's  latest Annual Report on Form 10-K filed with
the Securities and Exchange Commission.

2.       Summary of Significant Accounting Policies

         (a)      Research and Development

         In  September  1996,  the Company and Genzyme  Corporation  ("Genzyme")
formed a joint  venture  (the  "Joint  Venture")  to develop  and  commercialize
NeuroCell(TM)-PD  for Parkinson's disease and  NeuroCell(TM)-HD for Huntington's
disease (the "Joint Venture  Products").  The Joint Venture is funded by Genzyme
and the Company in  accordance  with the terms of the joint  venture  agreement.
Collaborative  revenue  under  the  joint  venture  agreement  with  Genzyme  is
recognized as revenue to the extent that the Company's  research and development
costs are funded by Genzyme  through the Joint  Venture.  The  Company  receives
non-refundable  monthly  advances  from  the  Joint  Venture.  Deferred  revenue
represents  amounts  received  prior to  recognition  of revenue.  Research  and
development costs are expensed as incurred.

         (b)      Net Loss per Common Share

          In 1997, the Company adopted SFAS No. 128, "Earnings Per Share." Basic
net loss per  common  share is based on the  weighted  average  number of common
shares  outstanding.  Diluted net loss per common share is the same as basic net
loss  per  common  share as the  inclusion  of other  shares  of stock  issuable
pursuant to stock options and warrants would be antidilutive.


                                     - 6 -

<PAGE>



                                  Diacrin, Inc.
                          Notes to Financial Statements
                                   (Unaudited)


3.       Cash Equivalents and Investments

         The  Company's  cash  equivalents  and  investments  are  classified as
held-to-maturity  and are carried at amortized cost, which  approximates  market
value. Cash equivalents,  short-term  investments and long-term investments have
maturities  of less than three  months,  less than one year and greater than one
year,  respectively.  Cash  and cash  equivalents,  short-term  investments  and
long-term  investments  at December 31, 1997 and March 31, 1998 consisted of the
following:
<TABLE>
<CAPTION>

                                                                                    December 31,        March 31,
                                                                                       1997               1998
                                                                                   ------------       -----------
<S>                                                                             <C>                  <C>
Cash and cash equivalents-
   Cash                                                                         $          381       $        3,032
   Money market mutual fund                                                          2,513,759           10,945,520
   Commercial paper                                                                  2,501,637              175,000
                                                                                   -----------          -----------
                                                                                $    5,015,777       $   11,123,552
                                                                                ==============       ==============

Short-term investments-
   Corporate notes (remaining avg. mat. of 5 mos.)                              $    3,000,429       $    6,225,148
   Certificate of deposit (remaining maturity of 5 months)                             999,669              999,787
   U.S. government agency obligation                                                 2,000,000                -
                                                                                   -----------          -----------
                                                                                $    6,000,098       $    7,224,935
                                                                                ==============       ==============


Long-term investments-
 Corporate notes (remaining avg. mat. of 16 months)                              $  10,331,289        $  11,629,231
                                                                                 =============        =============
</TABLE>

4. Private Placement of Common Stock

     In February  1998, the Company  completed a private  placement of 1,027,027
shares  of  its  common  stock  for  $9.25  per  share,   for  net  proceeds  of
approximately $9.45 million.



                                     - 7 -

<PAGE>


                                  Diacrin, Inc.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Overview

                  Since its inception,  the Company has principally  focused its
efforts  and  resources  on research  and  development  of cell  transplantation
products to treat  neurodegenerative  and other human  diseases.  The  Company's
primary source of working capital to fund such activities has been proceeds from
the sale of equity and debt securities. In addition, commencing October 1, 1996,
the Company has received  funding from the Joint Venture with Genzyme in support
of the NeuroCell(TM)-PD and NeuroCell(TM)-HD  product development programs.  The
Company has not received any revenues from the sale of products to date and does
not expect to generate product revenues for at least the next several years. The
Company has  experienced  fluctuating  operating  losses since its inception and
expects that the additional activities required to develop and commercialize the
Company's  products will result in increasing  operating losses for at least the
next several years. At March 31, 1998, the Company had an accumulated deficit of
$35.5 million.

                  In September  1996,  the Company and Genzyme  formed the Joint
Venture to develop and commercialize  NeuroCell(TM)-PD and NeuroCell(TM)-HD.  In
connection  with the  formation  of the Joint  Venture,  the Company  granted an
exclusive right and license to the patent rights and technology  relating to the
Joint  Venture  Products.  This  right  and  license  was  considered  to be the
Company's initial capital  contribution to the Joint Venture.  The Company has a
50% ownership  interest in the Joint  Venture.  Under the terms,  and subject to
certain conditions, of the joint venture agreement,  which was effective October
1 1996,  Genzyme has agreed to provide  100% of the first $10 million in funding
and  75% of the  following  $40  million  in  funding  for the  development  and
commercialization  of the Joint Venture Products.  The Company agreed to provide
the remaining 25% of the following $40 million in funding. All costs incurred in
excess of $50 million are to be shared equally  between  Genzyme and the Company
in  accordance  with the terms of the  agreement.  The Joint  Venture plans that
Diacrin  and  Genzyme  will  perform,  on  behalf  of  the  Joint  Venture,  the
development  activities in connection  with the Joint Venture  Products and that
Genzyme will market and sell the Joint Venture Products on a cost  reimbursement
basis on behalf of the Joint Venture.

                  For 1996 and 1997,  the  Company  expensed  all  research  and
development costs related to the Joint Venture Products incurred by it on behalf
of the Joint Venture and recognized an equal amount of research and  development
revenue due to the fact that costs  incurred  were  funded by the Joint  Venture
exclusively out of  contributions  made to it by Genzyme.  Through  December 31,
1997,  Genzyme made 100% of the total cash contributions to the Joint Venture on
a monthly  basis,  in  advance.  During  the first  quarter  of 1998,  the Joint
Venture's  cumulative  funding  requirements  since its  inception  exceeded $10
million. As such, the Company, as required by the joint venture agreement, began
making  cash  contributions  to the  Joint  Venture  equal  to 25% of the  Joint
Venture's monthly funding requirements. The Joint Venture's funding requirements
are  determined  on a monthly  basis by the  Company  and Genzyme and are met by
monthly  contributions from both parties in percentages  prescribed by the terms
of the joint venture  agreement.  To the extent the Company's  contributed funds
are used to fund  expenses  incurred by Genzyme on behalf of the Joint  Venture,
the Company  recognizes  an expense in its  statement  of  operations  captioned
"equity in  operations  of the Joint  Venture."  Furthermore,  to the extent the
Company's contributed funds are used to fund expenses incurred by the Company on
behalf of the Joint Venture,  the Company  reduces the research and  development
revenue  recognized  by it from the  Joint  Venture  by an  amount  equal to the
Company-funded portion of such expenses.

                  Any profits of the Joint  Venture are to be shared  equally by
Genzyme and the Company. Losses of the Joint Venture are allocated to each party
in proportion to the funding provided by each party.

                                     - 8 -

<PAGE>

Results of Operations

Three Months Ended March 31, 1998 Versus Three Months Ended March 31, 1997

         Research and development  revenues were  approximately $1.1 million for
the three  months  ended March 31, 1998 versus $1.2 million for the three months
ended March 31, 1997 and, for both periods,  were comprised  entirely of revenue
from the Joint Venture.  The current period  research and  development  revenues
were  reduced by  approximately  $90,000  representing  funding  received by the
Company from the Joint Venture out of Company-funded  contributions to the Joint
Venture.

         Interest  income was $351,000 and $331,000 for the three month  periods
ended March 31, 1998 and 1997, respectively.  The 6% increase in interest income
was due to higher cash balances available for investment in the 1998 period as a
result of the Company's private placement of common stock in February 1998.

         Research  and  development  expenses  were $1.8  million  for the three
months ended March 31, 1998 versus $1.6 million for the three months ended March
31, 1997.  The 14% increase was primarily the result of increased  costs related
to the operation of clinical production  facilities completed in the second half
of 1997 and also due to the contract production costs of clinical grade antibody
expected to be used in certain of the  Company's  phase 2/3  clinical  trials of
NeuroCell(TM)-PD.  To a lessor  extent,  also  contributing  to the  increase in
research and development expenses was an increase in quality control / assurance
personnel necessary to support expanded clinical production facilities completed
during  1997 and an  increase in  research  personnel  to support the  Company's
preclinical research program efforts.

         General and  administrative  expenses of $402,000  and $411,000 for the
three  months  ended  March 31,  1998 and  1997,  respectively  were  relatively
unchanged between periods.

         Interest  expense was $26,000  and $19,000 for the three  months  ended
March 31, 1998 and 1997,  respectively.  The increase in interest expense is due
to the $650,000  term loan  obtained by the Company in November  1997 to finance
the purchase of production equipment.

         For the three months ended March 31, 1998 the Company  recorded $55,000
related to its equity in the  operations of the joint  venture.  This expense is
due to funds  contributed  by the Company to the Joint Venture that were used to
fund expenses  incurred by Genzyme on behalf of the Joint Venture.  This expense
did not  occur  in the  prior  year as the  Company  was  not  required  to make
contributions to the Joint Venture until the quarter ended March 31, 1998.

         The Company incurred a net loss of approximately $829,000 for the three
months ended March 31, 1998 versus  approximately  $519,000 for the three months
ended March 31, 1997.

Liquidity and Capital Resources

         The Company has financed its activities primarily with the net proceeds
from its pre-1998  equity  offerings  aggregating  $53.6  million;  with the net
proceeds of approximately  $9.45 million from the Company's private placement of
common stock completed in February 1998; and with interest  earned  thereon.  In
addition,  the Company has recorded  approximately  $6.9 million in revenue from
the Joint  Venture since it commenced  October 1, 1996.  At March 31, 1998,  the
Company had cash and cash  equivalents,  short-term  investments  and  long-term
investments aggregating approximately $30.0 million.

         In November 1997, the Company borrowed $650,000 at the Prime Rate + .5%
under  an  unsecured  five-year  term  loan  with a bank to  finance  production
equipment   acquired  during  1997.  As  of  March  31,  1998  the  Company  had
approximatley $928,000 outstanding under the term loan with the bank and under a
master  lease  agreement  for  capital  equipment.  The  Company had no material
commitments for capital expenditures as of March 31, 1998.

                                     - 9 -

<PAGE>

         Under the joint venture agreement with Genzyme,  the Company's two lead
product development programs,  NeuroCell(TM)-PD for the treatment of Parkinson's
disease and  NeuroCell(TM)-HD  for the treatment of  Huntington's  disease,  are
being  developed by the Joint Venture.  Both Genzyme and Diacrin are responsible
for funding the Joint Venture in accordance  with the terms,  and subject to the
conditions,  of the joint venture agreement.  Genzyme agreed to fund 100% of the
first $10 million of  development  and  commercialization  costs  incurred after
October  1,  1996,  75%  of the  next  $40  million  and  50%  of all  remaining
development and commercialization  costs in excess of $50 million. After Genzyme
funds the first $10 million,  the Company is responsible  for funding 25% of the
next $40  million  and 50% of all  development  and  commercialization  costs in
excess of $50 million.  As of March 31, 1998,  approximately  $10.6  million and
$200,000  has been  contributed  to the Joint  Venture by Genzyme  and  Diacrin,
respectively.  The  Company's  obligation  to  fund  25%  of the  program  costs
commenced  in the first  quarter of 1998.  The  Company  expects  that the Joint
Venture's   1998  product   development   plans   together  with  the  Company's
commencement  of funding of the Joint  Venture will  significantly  increase the
Company's net loss and cash and investments used in 1998 as compared with 1997.

         The Company  believes that its existing  funds,  together with expected
future  funding  under  the  joint  venture  agreement  with  Genzyme,  will  be
sufficient to fund its operating expenses and capital  requirements as currently
planned through at least mid-2000.  However, the Company's cash requirements may
vary  materially  from those now  planned  because of  results of  research  and
development,  the scope and results of  preclinical  and clinical  testing,  any
termination of the Joint Venture, relationships with strategic partners, changes
in the focus and direction of the Company's  research and development  programs,
competitive and technological advances, the FDA's regulatory process, the market
acceptance  of any  approved  Company  products  and other  factors.  For a more
detailed  discussion  of these and other  factors that may affect the  Company's
future operating  results,  see the Company's Annual Report on Form 10-K for the
year ended  December  31, 1997,  as amended,  as filed with the  Securities  and
Exchange Commission.

         The Company expects to incur substantial  additional  costs,  including
costs  related to  ongoing  research  and  development  activities,  preclinical
studies,  clinical  trials,  establishing  pig production  capabilities  and the
expansion of its laboratory and administrative  activities.  Therefore, in order
to achieve  commercialization  of its potential products,  the Company will need
substantial additional funds. There can be no assurance that the Company will be
able to obtain the additional  funding that it will require on acceptable terms,
if at all.

         The Company is in the process of completing its assessment of Year 2000
issues  and their  potential  impact on its  information  systems  and  computer
technologies.  Based on its  assessment to date,  expenses  related to Year 2000
issues are expected to be immaterial.  Year 2000 issues are not expected to have
a significant impact on the Company's ongoing results of operations.


                                     - 10 -

<PAGE>



                           PART II. OTHER INFORMATION


Item 2.           Changes in Securities and Use of Proceeds

         (c) On February 26, 1998, the Company issued 1,027,027 shares of Common
Stock for an  aggregate  consideration  of $9.5  million to three  entities in a
private placement pursuant to an exemption from the registration requirements of
the  Securities  Act of 1933, as amended,  provided by Section 4(2) thereof.  No
underwriters were engaged in connection with such issuance.  The Company did not
sell any other securities  during the quarter ended March 31, 1998 that were not
registered under the Securities Act.

         (d) The following  information  updates and supplements the information
regarding use of proceeds  originally filed by Diacrin on Form SR for the period
ended May 12,  1996,  as amended to date and relates to  securities  sold by the
Company pursuant to the  Registration  Statement on Form S-2  (Registration  No:
33-80773) which was declared  effective on February 12, 1996:  Through March 31,
1998,  the Company has used  approximately  $4,327,000 of the total net proceeds
from its  initial  public  offering  of  $20,911,755.  Of the  $4,327,000  used,
approximately  $202,000 was used for the purchase of  machinery  and  equipment;
approximately    $271,000  was   used  for   repayment  of   indebtedness;   and
approximately  $3,854,000 was used for working  capital.  The unused proceeds of
approximately  $16,585,000 are in temporary investments  consisting of corporate
notes, a money market mutual fund, a bank  certificate of deposit and commercial
paper. All proceeds used or invested were direct or indirect payments to others.

Item 6.           Exhibits and Reports on Form 8-K

         (a) Exhibits

         27.1              Financial Data Schedule

         (b) Reports on Form 8-K

     On March 6, 1998, the Company filed a current report on From 8-K announcing
under Item 5 (Other  Items) the  consummation  of a private  placement of common
stock.








                                     - 11 -

<PAGE>


                                   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 thereunto duly authorized.


                                           Diacrin, Inc.



May 14,  1998                              /s/   Thomas H. Fraser
                                           ----------------------
                                                 Thomas H. Fraser
                                                 President and Chief
                                                 Executive Officer



                                          /s/   Mark J. Fitzpatrick
                                          -------------------------
                                                Mark J. Fitzpatrick
                                                Vice President of Finance and
                                                Administration; CFO & Treasurer









                                     - 12 -