<PAGE>
  1

                                  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 June 30, 1997

                                       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 July 31, 1997, 13,252,881 shares of the registrant's Common Stock
were outstanding.


<PAGE>
  2

                                  Diacrin, Inc.
                                      Index





                                                                            Page
PART I. - FINANCIAL INFORMATION

Item 1.    Financial Statements

            Balance Sheets as of
            December 31, 1996 and June 30, 1997..........................     3

            Statements of Operations for the Three and Six Month
            Periods Ended June 30, 1996 and 1997.........................     4

            Statements of Cash Flows for the Six Month Periods
            Ended June 30, 1996 and 1997.................................     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........................................    11

Item 4.     Submission of Matters to a Vote of Security Holders..........    11

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


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


                                     - 2 -


<PAGE>
  3 

<TABLE>


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

                                                                          December 31,                 June 30,
                                                                             1996                        1997
<S>                                                                    <C>                         <C>                    
ASSETS
Current assets:
     Cash and cash equivalents                                          $  7,308,710                $  4,573,011
     Short-term investments                                                6,255,507                   7,738,464
     Interest receivable and other current assets                            316,107                     494,696
                                                                        ------------                ------------
         Total current assets                                             13,880,324                  12,806,171
                                                                        ------------                ------------
Property and equipment, at cost:
     Equipment under capital leases                                          675,262                     675,262
     Furniture and office equipment                                          224,920                     256,643
     Laboratory equipment                                                    101,738                     135,414
     Leasehold improvements                                                   51,424                      55,557
                                                                        ------------                ------------
                                                                           1,053,344                   1,122,876
     Less- Accumulated depreciation
                    and amortization                                         576,725                     684,365
                                                                        ------------                ------------
                                                                             476,619                     438,511
                                                                        ------------                ------------

Long-term investments                                                      9,917,875                  10,291,499
                                                                        ------------                ------------
                                                                        $ 24,274,818                $ 23,536,181
                                                                        ============                ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                   $    162,058                $    189,178
     Accrued expenses                                                        506,949                     756,398
     Deferred revenue                                                        618,844                     647,330
     Current obligations under capital leases                                179,452                     192,814
                                                                        ------------                ------------
         Total current liabilities                                         1,467,303                   1,785,720

Long-term obligation under capital leases                                    370,431                     270,563

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-- 13,189,559 shares
         and 13,247,881 shares at December 31, 1996
         and June 30, 1997, respectively                                     131,896                     132,479
     Additional paid-in capital                                           54,613,512                  54,692,978
     Accumulated deficit                                                 (32,308,324)                (33,345,559)
                                                                        ------------                ------------
              Total stockholders' equity                                  22,437,084                  21,479,898
                                                                        ------------                ------------
                                                                        $ 24,274,818                $ 23,536,181
                                                                        ============                ============    


                 See Accompanying Notes to Financial Statements

                                     - 3 -


</TABLE>

<PAGE>
  4

                                  Diacrin, Inc.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            Three Months                        Six Months
                                                           Ended June 30,                      Ended June 30,
                                                       1996             1997                1996             1997
<S>                                              <C>               <C>                <C>               <C>       
REVENUES:
   Research and development                       $    22,367       $ 1,255,760        $    22,367       $ 2,447,086
   Interest income                                    316,595           330,261            479,965           661,657
                                                  -----------       -----------        -----------       -----------
       Total revenues                                 338,962         1,586,021            502,332         3,108,743
                                                  -----------       -----------        -----------       -----------

OPERATING EXPENSES:
    Research and development                        1,517,901         1,692,223          2,742,280         3,303,492
    General and administrative                        328,895           394,886            655,704           806,367
   Interest expense                                    23,236            17,274            115,968            36,119
                                                  -----------       -----------        -----------       -----------
       Total operating expenses                     1,870,032         2,104,383          3,513,952         4,145,978
                                                  -----------       -----------        -----------       -----------

NET LOSS                                          $(1,531,070)      $  (518,362)       $(3,011,620)      $(1,037,235)
                                                  ===========       ===========        ===========       ===========

NET LOSS PER COMMON SHARE                         $      (.12)      $      (.04)       $      (.25)      $      (.08)
                                                  ===========       ===========        ===========       ===========

SHARES USED IN COMPUTING
    NET LOSS PER COMMON SHARE                      12,755,282        13,233,258         12,083,377        13,212,977
                                                  ===========       ===========        ===========       ===========




</TABLE>


                 See Accompanying Notes to Financial Statements


                                     - 4 -
<PAGE>
  5


                                  Diacrin, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       Six Months
                                                                                     Ended June 30,
                                                                                 1996              1997

<S>                                                                         <C>               <C>              
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                 $(3,011,620)      $(1,037,235)
    Adjustments to reconcile net loss to net
       cash used in operating activities-
          Depreciation and amortization                                          110,947           107,640
    Changes in assets and liabilities-
       Interest receivable and other current assets                             (248,789)         (178,589)
       Accounts payable                                                            6,980            27,120
       Accrued expenses                                                         (100,429)          249,449
       Deferred revenue                                                            -                28,486
                                                                             -----------       -----------

              Net cash used in operating activities                           (3,242,911)         (803,129)
                                                                             -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Increase in short-term investments                                       (12,641,081)       (1,482,957)
    Purchases of property and equipment, net                                     (31,030)          (69,532)
    Increase in long-term investments                                         (4,634,413)         (373,624)
                                                                             -----------       -----------

              Net cash used in investing activities                          (17,306,524)       (1,926,113)
                                                                             -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from sale of common stock and warrants                       20,918,690            80,049
    Principal payments under capital leases                                      (75,938)          (86,506)
    Decrease in deferred financing costs                                         215,684             -
                                                                             -----------       -----------

              Net cash provided by (used in) financing activities             21,058,436            (6,457)
                                                                             -----------       -----------
NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                                         509,001        (2,735,699)

CASH AND CASH EQUIVALENTS, beginning of period                                 4,114,820         7,308,710
                                                                             -----------       -----------

CASH AND CASH EQUIVALENTS, end of period                                     $ 4,623,821       $ 4,573,011
                                                                             ===========       ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
    Conversion of notes and accrued interest
       into common stock, net of financing costs                             $ 7,296,308       $     -
                                                                             ===========       ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid during the period                                          $    47,270       $    36,119    
                                                                             ===========       ===========

                                    See Accompanying Notes to Financial Statements

</TABLE>

                                     - 5 -

<PAGE>
  6


                                  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 consolidated 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

         Collaborative  revenue under the joint venture  agreement  with Genzyme
Corporation  and  revenues  from  research  grants  are  recognized  as  work is
performed and costs are incurred.  Deferred revenue  represents amounts received
prior to recognition of revenue.  Research and development costs are expensed as
incurred.

         (b)      Net Loss per Common Share

         Net loss per common  share is based on the weighted  average  number of
common shares outstanding.  For the six months ended June 30, 1996, the weighted
average number of common shares outstanding assumed the automatic  conversion of
all  outstanding  shares of Series A, B and C convertible  preferred  stock into
6,693,121 shares of common stock and the automatic conversion of the outstanding
$7,000,000 convertible notes payable into 2,799,999 shares of common stock, both
of which occurred upon the closing of the Company's  initial public  offering on
February 16, 1996.  Common stock issued after  December 1, 1994 and common stock
issuable  pursuant to stock options or warrants  granted after  December 1, 1994
have been reflected as  outstanding  for the period from January 1, 1996 through
the effective date of the Company's  initial public  offering using the treasury
stock method as required by the Securities and Exchange Commission. Other shares
of stock issuable  pursuant to stock options and warrants have not been included
as their effect would be antidilutive.

3.       New Accounting Standard
--------------------------------

         In  March  1997,  the  Financial   Accounting  Standards  Board  issued
Statement  No. 128,  "Earnings Per Share"  ("SFAS  128").  SFAS 128  establishes
standards  for  computing  and  presenting  earnings  per share and  applies  to
entities  with  publicly  held common  stock or  potential  common  stock.  This
statement is effective for fiscal years ending after December 15, 1997 and early
adoption is not permitted. When adopted, this statement will require restatement
of prior years'  earnings per share.  The Company will adopt this  statement for
its fiscal year ended December 31, 1997. The Company  believes that the adoption
of SFAS 128 will not have a material effect on its previously  reported net loss
per common share.

                                     - 6 -

<PAGE>
  7



                                  Diacrin, Inc.
                          Notes to Financial Statements
                                   (Unaudited)

4.       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, 1996 and June 30, 1997  consisted of the
following:
<TABLE>
<CAPTION>
                                                                                   December 31,        June 30,
                                                                                       1996              1997
                                                                                   -----------       -----------

<S>                                                                               <C>              <C>                        
Cash and cash equivalents-
   Cash                                                                            $       421      $       555
   Money market mutual fund                                                          1,898,920        4,310,696
   Commercial paper                                                                  2,292,335          261,760
   Corporate notes                                                                   3,117,034            -
                                                                                   -----------      -----------
                                                                                   $ 7,308,710      $ 4,573,011
                                                                                   ===========      ===========

Short-term investments-
   Commercial paper (wtd. avg. maturity of 4 months)                               $   984,710            -
   Corporate notes (wtd. avg. mat. of 8 and 9 mos., respectively)                    5,270,797        5,738,464
   U.S. government agency obligation (maturity of 12 months)                             -            2,000,000
                                                                                   -----------      -----------
                                                                                   $ 6,255,507      $ 7,738,464
                                                                                   ===========      ===========


Long-term investments-
   Corporate notes (wtd. avg. maturity of 14 months)                               $ 9,917,875      $10,291,499
                                                                                   ===========      ===========

</TABLE>

                                     - 7 -


<PAGE>
  8

                                  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 its Joint Venture with Genzyme  Corporation in support
of the NeuroCell(TM)-PD  and NeuroCell(TM)-HD  product development programs (the
"Joint  Venture").  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  further
fluctuating  operating  losses for at least the next several years.  At June 30,
1997, the Company had an accumulated deficit of $33.3 million.

Results of Operations
---------------------

Three Months Ended June 30, 1997 Versus Three Months Ended June 30, 1996
------------------------------------------------------------------------

         Research and development  revenues were  approximately $1.3 million for
the three months  ended June 30, 1997 versus  $22,000 for the three months ended
June 30,  1996.  The  significant  increase in revenues  during the three months
ended June 30, 1997 was due to revenues received from the Joint Venture.

         Interest  income of $330,000 and  $317,000 for the three month  periods
ended June 30, 1997 and 1996, respectively, was relatively unchanged as a result
of similar cash balances available for investment during each period.

         Research  and  development  expenses  were $1.7  million  for the three
months  ended June 30,  1997,  which  includes  expenses of  approximately  $1.3
million  incurred on behalf of and reimbursed by the Joint Venture,  versus $1.5
million for the three months ended June 30, 1996. The 11% increase was primarily
due to an increase in clinical affairs  staffing  necessary to support the fully
enrolled Phase 1 clinical trials of the Joint Venture product  candidates and an
increase  in quality  control/assurance  staffing to support  expanded  clinical
production facilities completed by the Joint Venture in the current year period.

         General and administrative  expenses were $395,000 for the three months
ended June 30, 1997 versus  $329,000  for the three  months ended June 30, 1996.
The 20% increase was primarily due to an increase in administrative personnel.

         Interest expense of $17,000 and $23,000 for the three months ended June
30, 1997 and 1996, respectively, was relatively unchanged between periods.

         The Company incurred a net loss of approximately $518,000 for the three
months  ended June 30,  1997  versus  approximately  $1.5  million for the three
months ended June 30, 1996.

                                     - 8 -


<PAGE>
  9

Six Months Ended June 30, 1997 Versus Six Months Ended June 30, 1996
--------------------------------------------------------------------

         Research and development  revenues were  approximately $2.4 million for
the six months ended June 30, 1997 versus  $22,000 for the six months ended June
30, 1996. The significant  increase in revenues during the six months ended June
30, 1997 was due to revenues received from the Joint Venture.

         Interest  income was  $662,000  for the six months  ended June 30, 1997
versus  $480,000 for the six months  ended June 30,  1996.  The 38% increase was
primarily due to additional  interest  income realized on  substantially  higher
cash  balances  available for  investment  as a result of the Company's  initial
public offering in February 1996.

         Research and development  expenses were $3.3 million for the six months
ended June 30, 1997 versus $2.7  million for the six months ended June 30, 1996.
The 20% increase was primarily due to an increase in clinical  affairs  staffing
necessary to support the Phase 1 clinical  trials of the Joint  Venture  product
candidates  and an  increase  in quality  control/assurance  staffing to support
expanded clinical  production  facilities  completed by the Joint Venture in the
current year period. Furthermore,  additional costs were incurred in the current
year to validate the Joint Venture production facilities.

         General and  administrative  expenses  were $806,000 for the six months
ended June 30, 1997 versus  $656,000 for the six months ended June 30, 1996. The
23% increase was  primarily  due to an increase in  administrative  personnel as
well as increased costs of shareholder relations.

         Interest  expense was  $36,000  for the six months  ended June 30, 1997
versus  $116,000  for the six  months  ended June 30,  1996.  The  decrease  was
primarily  attributable to interest expense recognized during the 1996 period on
the Company's  $7.0 million of  Convertible  Notes which were issued in May 1995
and converted to common stock upon the closing of the Company's  initial  public
offering.

         The Company incurred a net loss of  approximately  $1.0 million for the
six months ended June 30, 1997 versus a net loss of  approximately  $3.0 million
for the six months ended June 30, 1996.

                                     - 9 -

<PAGE>
  10


Liquidity and Capital Resources
-------------------------------

         The Company has financed its activities primarily with the net proceeds
from  private  sales of preferred  stock,  which in the  aggregate  have totaled
approximately  $22.6  million;  with the issuance of $7.0 million of convertible
notes payable; with the net proceeds of $20.9 million from the Company's initial
public offering;  with the net proceeds of  approximately  $3.1 million from the
exercise of warrants originally issued in 1991 in connection with a private sale
of preferred stock; and with interest earned thereon.  In addition,  the Company
has recorded  approximately $3.5 million in revenue from the Joint Venture since
it commenced  October 1, 1996.  At June 30, 1997,  the Company had cash and cash
equivalents,   short-term  investments  and  long-term  investments  aggregating
approximately $22.6 million.

         The Company purchased  approximately  $1.5 million of capital equipment
through  June 30,  1997.  In December  1994,  approximately  $805,000 of capital
equipment was sold for proceeds of $600,000 and subsequently  leased back over a
four-year  term. In addition,  approximately  $227,000 of capital  equipment was
sold in 1995 for its original cost and subsequently leased back over a four-year
term. The Company had no material  commitments  for capital  expenditures  as of
June 30, 1997.

         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 funded by the Joint Venture.  Both Genzyme and Diacrin are responsible for
funding the Joint Venture.  Genzyme is responsible for funding 100% of the first
$10 million,  75% of the next $40 million and 50% of all  remaining  development
and commercialization  costs in excess of $50 million from October 1, 1996 until
such  products  achieve  commercialization.  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 June 30,  1997,  Genzyme has  contributed  approximately  $6.0 million to the
Joint  Venture.  The Company  believes  that its  obligation  to fund 25% of the
program costs will not commence until the beginning of 1998.

         The Company  believes that its existing funds,  together with projected
future funding from the Joint Venture,  will be sufficient to fund its operating
expenses  and capital  requirements  as currently  planned  through at least mid
1999.  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, 1996 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.


                                     - 10 -

<PAGE>
  11



                           PART II. OTHER INFORMATION


Item 2.  Changes in Securities

         The Company did not sell any equity securities during the quarter ended
         June 30, 1997 that were not registered under the Securities Act.


Item 4.  Submission of Matters to a Vote of Security Holders


         At the Company's Annual Meeting of Stockholders  held on June 17, 1997,
         the following proposals were adopted by the vote specified below:


            Proposal                                 For              Withheld
            --------                                 ---              --------

         1. Election of Directors:
            Thomas H. Fraser                      12,558,399            8,900
            Zola P. Horovitz                      12,561,899            5,400
            John W. Littlechild                   12,560,899            6,400
            Stelios Papadopoulos                  12,561,824            5,475
            Henri A. Termeer                      12,560,299            7,000
            Christopher T. Walsh                  12,552,574           14,725


<TABLE>

<CAPTION>
                                                                                Broker
                                              For       Against    Abstain     Nonvotes
                                              ---       -------    -------     --------
        <S>                               <C>         <C>          <C>       <C>
         2.  To approve the 1997 
             Stock Option Plan:            7,931,964   1,158,698    17,918    3,458,719


         3. To ratify the selection 
            of Arthur Andersen LLP, 
            as the Company's independent 
            auditors for fiscal 1997:     12,553,449       9,975     3,875            0

</TABLE>

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.  The exhibits listed on the Exhibit Index filed as 
                  a part of this Quarterly Report on Form 10-Q are incorporated 
                  herein by reference.
                  

         (b)      Reports on Form 8-K.  No reports on Form 8-K were filed by
                  the Company during the quarter for which this report is filed.
                  


                                     - 11 -

<PAGE>
  12

                                   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.



August 8,  1997                                  /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 -

<PAGE>
  13

                                  Exhibit Index
                                  -------------

                                  Diacrin, Inc.




   Exhibit No.                         Title                     Page
   -----------                         -----                     ----

                                                       
     10.20                     1997 Stock Option Plan            (1)

     27                        Financial Data Schedule


(1) Filed as an exhibit to the Company's definitive Proxy Statement for its 1997
Annual Meeting of  Stockholders  (File No. 0-20139) filed on April 30, 1997, and
incorporated herein by reference.




                                     - 13 -