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):
                                 June 25, 2001



                                  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 June 29,  2001,  the Company  began  mailing  its 2000 Annual  Report to
shareholders.   Included  in  the  2000  Annual   Report  is  a  letter  to  our
shareholders. The text of the letter is as follows:

To Our Shareholders:

     We have made good progress in most of our product development programs over
the last year. However, we recently reported  inconclusive  results from a Phase
2/3 clinical trial of NeuroCell(TM)-PD for the treatment of Parkinson's disease.
Although treated patients showed significant  clinical improvement from baseline
after  transplantation,  there was also  improvement  in the  imitation  surgery
control patients.  Thus, the treatment group was not significantly improved over
the control group.  Several  treatment  group patients,  however,  showed marked
improvement as measured by the Unified  Parkinson's Disease Rating Scale (UPDRS)
which was the primary  endpoint in the  clinical  trial.  We are  continuing  to
analyze the clinical data to determine if it would be possible to  prospectively
identify patients that may show marked  improvement after cell  transplantation.
In  addition,  we are  evaluating  the  enrolled  patients  subsequent  to being
informed whether they received neural cells or imitation surgery.

     Our  other  product  development  programs  have not been  affected  by the
NeuroCell(TM)-PD  results, and we are moving forward with clinical trials. As of
June, 2001 we had transplanted  autologous human muscle cells into the hearts of
four  patients with heart  disease as part of a Phase 1 clinical  trial.  Two of
these  patients  were   transplanted  in  conjunction  with  implantation  of  a
ventricular  assist  device  and two were  transplanted  in  conjunction  with a
coronary artery bypass procedure.  Patients with ventricular  assist devices are
expected  to  receive  a  future  heart  transplant,  at  which  time we plan to
histologically  examine  their hearts and may be able to determine  survival and
integration  of the  transplanted  muscle cells.  This  clinical  trial is being
conducted at leading  cardiac  research  centers  including  Temple  University,
University of Michigan, UCLA, and The Cleveland Clinic.

     We have recently  transplanted  fetal porcine  spinal cord cells into three
patients that were paralyzed due to spinal cord damage. While it is too early to
determine  whether these  patients'  sensation and movement have  improved,  the
transplantation  appears to have been  well-tolerated in all three patients.  We
plan to transplant three more patients to complete the Phase 1 clinical trial.





     In  addition,  we plan to  complete a Phase 1 clinical  trial  using  fetal
porcine  inhibitory neurons to treat epilepsy and to begin  transplanting  fetal
porcine  neurons  into  the  spinal  cord of  patients  suffering  from  chronic
intractable pain.

     We are also working to resume our clinical  trial to treat  chronic  stroke
patients with fetal porcine  neural cells.  This trial is currently on hold, but
we have reached an understanding with the FDA that should allow us to transplant
additional  patients and complete our Phase 1 clinical  trial.  Four of the five
transplanted patients continue to show improvement.

     Our net loss for the year was $3.5  million and we ended 2000 with cash and
investments of $54.6 million. Our controlled rate of spending should allow us to
continue  with our currently  planned  clinical  trials to determine  safety and
preliminary efficacy of our product candidates.

     We continue to believe that cell transplantation products, even for complex
conditions such as Parkinson's disease, will be successfully  developed and will
significantly  improve the quality of life for people  suffering  from  numerous
intractable  diseases.  Inevitably,  as we have seen  with the  NeuroCell(TM)-PD
clinical  trial,  there  will be  disappointments  along the way.  We view these
situations as learning experiences which will ultimately maximize our chances of
success.  At Diacrin we will continue to work hard to turn our  pioneering  cell
transplantation  research into products.  I look forward to keeping you informed
of our progress.

/s/ Thomas H. Fraser

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

June 25, 2001


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
product 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,  2001 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 June 25, 2001, the date
of the letter to the Company's  shareholders.  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:    June 29, 2001                    DIACRIN INC.


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