SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                 July 25, 2002



                                  Diacrin, Inc.

             (Exact name of registrant as specified in its charter)



          Delaware                      0-20139                22-3016912
----------------------------    ----------------------  -----------------------
(State or other jurisdiction   (Commission File Number)       (IRS Employer
     of incorporation)                                     Identification No.)

   Building 96 13th Street
   Charlestown Navy Yard
   Charlestown, MA                                      02129
 ----------------------------                      --------------
 (Address of principal                                (Zip Code)
   executive offices)

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

                                       N/A
               -----------------------------------------------------
          (Former name or former address, if changed since last report)








Item 9.     Regulation FD Disclosure

     On July 25,  2002,  the Company  began  mailing  its 2001 Annual  Report to
shareholders.   Included  in  the  2001  Annual   Report  is  a  letter  to  our
shareholders. The text of the letter is as follows:

To Our Shareholders:

At Diacrin, we continue to believe that cell transplantation products will
successfully address important unmet medical needs and that Diacrin
will play a leading role in developing these products.  In order to meet
this challenge, we are continually evaluating our own and others' cell
transplantation technologies to help ensure that we are on the leading
edge of technology and are focusing our resources appropriately.

When Diacrin began operations over twelve years ago we focused most
of our attention on developing porcine cells for transplantation,
although we also initiated a project to transplant human muscle cells.
The development of our porcine cell product candidates has recently
experienced clinical and regulatory setbacks.  While we continue to
believe that porcine cells can be developed as viable products, it is clear
that the road will be longer than any of us originally anticipated.  There
are currently no signs that the challenging regulatory environment
surrounding porcine cells is going to ease.  We believe that the
underlying regulatory concern stems from the possibility that porcine
endogenous retrovirus (PERV) could theoretically infect humans,
despite the fact that no human has ever been infected.  We are currently
focusing most of our porcine cell development efforts on evaluating the
ability of porcine hepatocytes to ameliorate life-threatening liver failure.
In this case, the extremely low theoretical risk of PERV infection is far
outweighed by the potential benefit.  We have also recently completed
patient accrual in a Phase 1 clinical trial using porcine spinal cord cells to
treat spinal cord injury.  Several patients have shown significant
improvement in sensory and motor function, and we are continuing to
follow the patients in this trial.  In addition, several patients in our Phase
1 stroke trial have shown sustained improvement, but the trial remains
on clinical hold.

We are now conducting clinical trials to evaluate the ability of human
muscle cells to repair damaged heart muscle.  In April 2001, we and our
collaborators published the results of a muscle cell transplantation study
in the journal Circulation.  This study showed that transplantation of
muscle cells after myocardial infarction in an animal model attenuated
deleterious cardiac remodeling and improved cardiac function.  We are
currently conducting two Phase 1 human clinical trials using autologous
human muscle cells.



One of these trials involves transplanting muscle cells into a patient's
heart at the same time that they receive a left ventricular assist device
(LVAD).  The LVAD is implanted in these patients as a bridge to heart
transplant.  Once a patient receives a new heart, we are able to
histologically examine their old heart.  This allows us to evaluate cell
survival and new blood vessel formation after transplantation.  With five
out of a planned six patients transplanted and three hearts examined,
results to date have been encouraging.  We are planning to add six more
patients with an increase in dose from 300 million to 900 million cells.
This clinical trial is being conducted at Temple University, University of
Michigan, and University of Nebraska.

A second Phase 1 clinical trial involves transplanting muscle cells into
the heart at the same time that a patient undergoes coronary artery
bypass surgery (CABG).  This is a 12-patient dose escalation trial with
safety being evaluated at doses ranging from 10 million to 300 million
cells.  To date, we have transplanted ten patients and plan to extend the
trial to include two more doses at 600 and 900 million cells.  This clinical
trial is being conducted at Arizona Heart Institute, UCLA, The
Cleveland Clinic, and Ohio State University.

Our net loss for the year was $4.6 million and we ended 2001 with cash
and investments of $49.7 million.  Our focused approach to the
development of cell transplantation products should allow us to
continue with our currently planned clinical trials to determine safety
and preliminary efficacy.  As we move forward into more advanced
clinical trials, our plan is to form partnerships with other companies to
accelerate development.  I look forward to keeping you informed of our
progress.



/s/ Thomas H. Fraser

Thomas H. Fraser, Ph.D.
President and CEO



This filing contains certain  forward-looking  statements that involve risks and
uncertainties,  including  statements  with  respect  to the  safety,  efficacy,
potential  benefits and successful  development of the Company's  products under
development,  the  importance of cell  transplantation  and the Company's  plans
relating to its products under  development.  Among the factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements  are: the results of clinical  trials with respect to products  under
development; the submission,  acceptance and approval of regulatory filings; the
timing of the  initiation  and  completion  of clinical  trials;  the  Company's
ability  to  re-initiate  a  clinical  trial  that the FDA has put on hold;  the
continuation  and/or  success  of  the  Company's  joint  venture  with  Genzyme
Corporation;  the scope of the Company's  patent  protection with respect to its
products under development;  the  commercial  success of the Company's  products
under  development;  the ability of the Company to attract and retain  qualified
personnel;  the  availability  of  sufficient  funds to  continue  research  and
development  efforts;  and certain other factors. For a more detailed discussion
of these and other factors,  see the Company's Quarterly Report on Form 10-Q for
the period  ended  March 31,  2002 as filed  with the  Securities  and  Exchange
Commission.  The forward-looking  statements contained in this Current Report on
Form  8-K  represent  the  expectations  of  the  Company  as of  July 25, 2002.
Subsequent  events  will cause  the Company's  expectations  to change. However,
while  the  Company  may  elect to  update these  forward-looking statements, it
specifically disclaims any obligation to do so.








                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date:    July 25, 2002                    DIACRIN INC.


                                           /s/ Thomas H. Fraser
                               By:        -----------------------------
                                          Thomas H. Fraser, Ph.D.
                                          President and
                                          Chief Executive Officer