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

                                    FORM 10-Q/A

(Mark One)

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

                For the quarterly period ended SEPTEMBER 30, 1996
                                               ------------------

                                       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 October 31, 1996, 13,022,804 shares of the registrant's Common Stock 
were outstanding.


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                           PART II. OTHER INFORMATION

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. On October 2, 1996, the Company filed a Form
               8-K dated September 26, 1996 reporting the formation of the joint
               venture with Genzyme.



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                                   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.



February 6, 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 & Chief Financial
                                             Officer



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                                  EXHIBIT INDEX
                                  -------------

                                  DIACRIN, INC.

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

 10.18*        Collaboration Agreement among Diacrin, Inc., Genzyme Corporation
               and Diacrin/Genzyme, LLC dated as of October 1, 1996

+10.19*        Operating Agreement of Diacrin/Genzyme LLC




--------------------
*     Confidential treatment requested as to certain portions of this exhibit

+     Previously filed.

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