As filed with the Securities and Exchange Commission on July ___, 2003

                                                           Registration No. 333-

================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             PHASE III MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                           22-2343568
   (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

           330 South Service Road, Suite 120, Melville, New York 11747
               (Address of Principal Executive Offices; Zip Code)

                                   ----------

             PHASE III MEDICAL, INC. 2003 EQUITY PARTICIPATION PLAN
                            (Full title of the plan)

                                  Mark Weinreb
                      President and Chief Executive Officer
                             Phase III Medical, Inc.
           330 South Service Road, Suite 120, Melville, New York 11747
                                 (631) 574-4955
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                              Alan Wovsaniker, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
==============================================================================================================
                                                     Proposed                Proposed
Title of securities           Amount to be    maximum offering          maximum aggregate        Amount of
to be registered               registered        price per share (2)    offering price (2)    registration fee
--------------------------------------------------------------------------------------------------------------

<S>                           <C>                    <C>                     <C>                <C>
Common  Stock,  par value     15,000,000             $0.085                  $1,275,000         $103.15
$.001 per share               shares (1)
==============================================================================================================
</TABLE>

(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution provisions of the 2003 Equity Participation Plan.

(2)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
estimated solely for the purpose of computing the amount of the registration fee
and is based on the average of the high and low sales price of the Common  Stock
of the registrant reported on the National Association of Securities Dealers OTC
Electronic Bulletin Board on July 23, 2003.


<PAGE>


PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following  documents filed by Phase III Medical,  Inc. (the "Company")
with the Securities and Exchange  Commission (the "SEC") are hereby incorporated
by reference:

      (a) the Company's  Annual Report on Form 10-K for the year ended  December
31, 2002;

      (b) the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 2003;

      (c) the Company's Current Report on Form 8-K filed with the SEC on June 5,
2003;

      (d) the  Company's  Current  Report on Form 8-K filed with the SEC on July
28, 2003; and

      (e) the  description  of the Common Stock of the Company  contained in the
Company's Form 8-A filed with the SEC on February 16, 1983.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be part  hereof  from  the  date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Directors and Officers.

      Section 145 of the Delaware General  Corporate Law ("DGCL"),  with respect
to actions other than  derivative  actions,  permits a Delaware  corporation  to
indemnify its directors, officers, employees or agents to the extent such person
acted in good faith and in a manner the person  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's


                                      -2-
<PAGE>

conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that the
person's conduct was unlawful.

      With  respect to  derivative  actions,  Section 145 of the DGCL  permits a
Delaware corporation to indemnify its directors,  officers,  employees or agents
to the  extent  such  person  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

      Any  indemnification  under  subsection (a) of Section 145 with respect to
actions other than  derivative  actions and  subsection  (b) of Section 145 with
respect to  derivative  actions  (unless  ordered by a court) may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances  because the person has met the applicable  standard
of conduct set forth in such subsections.  Such  determination may be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action,  suit or  proceeding,  even though less than a quorum,  or (2) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.  To the extent that a present or former director or officer
of a  corporation  has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in certain  subsections  of Section
145, or in defense of any claim,  issue or matter  therein,  indemnification  is
mandatory under Delaware law.

      Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that such person is not entitled to be indemnified by the corporation
as  authorized  in this  section.  Such  expenses  (including  attorneys'  fees)
incurred by former  directors and officers or other  employees and agents may be
so paid upon  such  terms  and  conditions,  if any,  as the  corporation  deems
appropriate.

      The  indemnification  and advancement of expenses  provided by, or granted
pursuant  to,  the other  subsections  of  Section  145 of the DGCL shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise,  both as to


                                      -3-
<PAGE>

action in such person's  official  capacity and as to action in another capacity
while holding such office.

      In  addition,  a Delaware  corporation  has power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify such person against such liability under this section.

      The  Company's  Certificate  of  Incorporation,  as amended,  contains the
following provisions concerning indemnification:

      "SIXTH:  The corporation  shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,  officer, employee, or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceedings,  had no reasonable  cause to believe his conduct was unlawful.  The
termination of any action,  upon a plea of nolo contendere or equivalent,  shall
not, of itself,  create a presumption  that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful."

      The Company's Certificate of Incorporation,  as amended, also contains the
following provisions concerning the personal liability of directors:

      "TENTH:  The personal  liability of a director to the  corporation  or its
stockholders  for monetary damages for breach of fiduciary duty as a director is
hereby  eliminated,  provided that this Article shall not eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders;  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  under  section  174 of  Title 8 of the  Delaware  Code,  or (iv)  for any
transaction from which the director derived an improper personal  benefit.  This
Article  shall not eliminate or limit the liability of a director for any act or
omission occurring prior to the date this Article becomes effective."

      The  Company's  By-laws,  as amended,  contains the  following  provisions
concerning indemnification:

      "ARTICLE V,  Indemnification,  The Board of Directors  may, to the fullest
extent permitted by the General  Corporation Law of Delaware,  indemnify any and
all  persons  who it shall have power to  indemnify  against  any and all of the
expenses, liabilities or other matters."


                                      -4-
<PAGE>

      The  registrant  also  maintains  a  directors'  and  officers'  liability
insurance  policy which will insure its directors and officers and the directors
and officers of its subsidiaries, if any, in certain circumstances.

      In addition to such other rights of  indemnification as they may have, the
2003 Equity  Participation  Plan (the "Plan")  provides  that the members of the
Board of Directors or a committee (the  "Committee")  that administers the Plan,
as the case may be, shall be indemnified by the Company to the extent  permitted
under applicable law against all costs and expenses  reasonably incurred by them
in connection with any action,  suit, or proceeding to which they or any of them
may be a party by  reason  of any  action  taken or  failure  to act under or in
connection  with the Plan or any  rights  granted  thereunder  and  against  all
amounts paid by them in settlement  thereof or paid by them in satisfaction of a
judgment of any such action, suit or proceeding,  except a judgment based upon a
finding  of bad  faith.  Upon the  institution  of any  such  action,  suit,  or
proceeding, the member or members of the Board of Directors or the Committee, as
the case may be,  shall  notify the  Company in  writing,  giving the Company an
opportunity  at its own cost to defend the same  before  such  member or members
undertake to defend the same on his or their own behalf.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

      4.1 Registrant's Certificate of Incorporation is incorporated by reference
to  Exhibit 3 of  Registrant's  Registration  Statement  on Form S-18  (File No.
2-69627).

      4.2 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3 of  Registrant's  Registration  Statement on Form S-18
(File No. 2-69627).

      4.3 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(b) of Registrant's  Registration Statement on Form S-2
(File No. 2-88712).

      4.4 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(d) of Registrant's  Registration Statement on Form S-2
(File No. 2-88712).

      4.5 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(e) of Registrant's  Registration Statement on Form S-2
(File No. 33-4458).

      4.6 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(g) of Registrant's  Annual Report on Form 10-K for the
year ended September 30, 1987.

      4.7 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3.8 of Registrant's  Registration  Statement on Form S-3
(File No. 33-42154).


                                      -5-
<PAGE>

      4.8 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3.9 of Registrant's  Registration  Statement on Form S-1
(File No. 33-42154).

      4.9  Registrant's  Certificate of  Designation  for the Series A Preferred
Stock is incorporated by reference to Exhibit 3.8 of Registrant's  Annual Report
on Form 10-K for the year ended September 30, 1994.

      4.10   Registrant's   Amendment  to   Certificate  of   Incorporation   is
incorporated by reference to Exhibit 3(j) of Registrant's  Annual Report on Form
10-K for the year ended March 31, 1996.

      4.11  Registrant's  Certificate of Designation  for the Series B Preferred
Stock is  incorporated  by  reference  to Exhibit  C3(f) of  Registrant's  Proxy
Statement dated April 23, 1998.

      4.12   Registrant's   Amendment  to   Certificate  of   Incorporation   is
incorporated  by reference to Exhibit A of  Registrant's  Proxy  Statement dated
April 23, 1998.

      4.13   Registrant's   Amendment  to   Certificate  of   Incorporation   is
incorporated by reference to Exhibit 3.1 of Registrant's  Current Report on Form
8-K filed with the SEC on July 28, 2003.

      4.14 Registrant's  By-laws,  as amended,  are incorporated by reference to
Registrant's Registration Statement on Form S-1 (File No. 33-42154).

      5.1 Opinion of Lowenstein Sandler PC.

      23.1 Independent Auditors' Consent (Weinick Sanders Leventhal & Co., LLP)

      23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)

      24.1 Power of Attorney

Item 9. Undertakings.

      (A) The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
            the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
            after the effective date of the registration  statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered


                                      -6-
<PAGE>

            would not exceed that which was  registered)  and any deviation from
            the low or high end of the estimated  maximum  offering range may be
            reflected  in the  form of  prospectus  filed  with  the  Commission
            pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
            and  price  represent  no  more  than a 20%  change  in the  maximum
            aggregate   offering  price  set  forth  in  the   "Calculation   of
            Registration Fee" table in the effective registration statement.

                  (iii) To include any material  information with respect to the
            plan of distribution  not previously  disclosed in the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

      Provided,  however,  that Paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the  registration  statement  is on Form S-3,  Form S-8 or Form F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (B) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (C)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -7-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Melville, State of New York, on July 24, 2003.

                                                    PHASE III MEDICAL, INC.

                                                    By: /s/ Mark Weinreb
                                                        ------------------------
                                                         Mark Weinreb, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

           Signatures                     Title                         Date

/s/ Mark Weinreb           President, Chief Executive Officer,     July 24, 2003
----------------------     Chairman of the Board and Director
Mark Weinreb

/s/ Wayne A. Marasco       Director                                July 23, 2003
----------------------
Wayne A. Marasco


                                      -8-
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

   4.1            Registrant's  Certificate of  Incorporation  (incorporated  by
                  reference)

   4.2            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.3            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.4            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.5            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.6            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.7            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.8            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.9            Registrant's  Certificate  of  Designation   (incorporated  by
                  reference)

   4.10           Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.11           Registrant's  Certificate  of  Designation   (incorporated  by
                  reference)

   4.12           Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.13           Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.14           Registrant's By-laws, as amended (incorporated by reference)

   5.1            Opinion of Lowenstein Sandler PC


                                      -9-
<PAGE>

   23.1           Independent  Auditors'  Consent (Weinick  Sanders  Leventhal &
                  Co., LLP)

   23.2           Consent of Lowenstein Sandler PC is included in Exhibit 5.1

   24.1           Power of Attorney


                                      -10-
[{"type": "S-8", "sequence": "1", "filename": "e15334s_8.txt", "description": "FORM S-8", "secsgml_size_bytes": 26405}]
{"company-data": {"conformed-name": "CORNICHE GROUP INC /DE", "cik": "0000320017", "assigned-sic": "6399", "irs-number": "222343568", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107438", "film-number": "03808943"}, "business-address": {"street1": "610 SOUTH INDUSTRIAL BLVD STE 220", "city": "EULESS", "state": "TX", "zip": "76040", "phone": "8172834250"}, "former-company": [{"former-conformed-name": "FIDELITY MEDICAL INC", "date-changed": "19951025"}, {"former-conformed-name": "FIDELITY MEDICAL SERVICES INC", "date-changed": "19830825"}]}
As filed with the Securities and Exchange Commission on July ___, 2003

                                                           Registration No. 333-

================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             PHASE III MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                           22-2343568
   (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

           330 South Service Road, Suite 120, Melville, New York 11747
               (Address of Principal Executive Offices; Zip Code)

                                   ----------

             PHASE III MEDICAL, INC. 2003 EQUITY PARTICIPATION PLAN
                            (Full title of the plan)

                                  Mark Weinreb
                      President and Chief Executive Officer
                             Phase III Medical, Inc.
           330 South Service Road, Suite 120, Melville, New York 11747
                                 (631) 574-4955
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                              Alan Wovsaniker, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                         Calculation of Registration Fee
==============================================================================================================
                                                     Proposed                Proposed
Title of securities           Amount to be    maximum offering          maximum aggregate        Amount of
to be registered               registered        price per share (2)    offering price (2)    registration fee
--------------------------------------------------------------------------------------------------------------
Common  Stock,  par value     15,000,000             $0.085                  $1,275,000         $103.15
$.001 per share               shares (1)
==============================================================================================================
(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution provisions of the 2003 Equity Participation Plan.

(2)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
estimated solely for the purpose of computing the amount of the registration fee
and is based on the average of the high and low sales price of the Common  Stock
of the registrant reported on the National Association of Securities Dealers OTC
Electronic Bulletin Board on July 23, 2003.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following  documents filed by Phase III Medical,  Inc. (the "Company")
with the Securities and Exchange  Commission (the "SEC") are hereby incorporated
by reference:

      (a) the Company's  Annual Report on Form 10-K for the year ended  December
31, 2002;

      (b) the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 2003;

      (c) the Company's Current Report on Form 8-K filed with the SEC on June 5,
2003;

      (d) the  Company's  Current  Report on Form 8-K filed with the SEC on July
28, 2003; and

      (e) the  description  of the Common Stock of the Company  contained in the
Company's Form 8-A filed with the SEC on February 16, 1983.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be part  hereof  from  the  date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Directors and Officers.

      Section 145 of the Delaware General  Corporate Law ("DGCL"),  with respect
to actions other than  derivative  actions,  permits a Delaware  corporation  to
indemnify its directors, officers, employees or agents to the extent such person
acted in good faith and in a manner the person  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's

                                      -2-
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that the
person's conduct was unlawful.

      With  respect to  derivative  actions,  Section 145 of the DGCL  permits a
Delaware corporation to indemnify its directors,  officers,  employees or agents
to the  extent  such  person  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

      Any  indemnification  under  subsection (a) of Section 145 with respect to
actions other than  derivative  actions and  subsection  (b) of Section 145 with
respect to  derivative  actions  (unless  ordered by a court) may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances  because the person has met the applicable  standard
of conduct set forth in such subsections.  Such  determination may be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action,  suit or  proceeding,  even though less than a quorum,  or (2) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.  To the extent that a present or former director or officer
of a  corporation  has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in certain  subsections  of Section
145, or in defense of any claim,  issue or matter  therein,  indemnification  is
mandatory under Delaware law.

      Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that such person is not entitled to be indemnified by the corporation
as  authorized  in this  section.  Such  expenses  (including  attorneys'  fees)
incurred by former  directors and officers or other  employees and agents may be
so paid upon  such  terms  and  conditions,  if any,  as the  corporation  deems
appropriate.

      The  indemnification  and advancement of expenses  provided by, or granted
pursuant  to,  the other  subsections  of  Section  145 of the DGCL shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise,  both as to

                                      -3-
action in such person's  official  capacity and as to action in another capacity
while holding such office.

      In  addition,  a Delaware  corporation  has power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify such person against such liability under this section.

      The  Company's  Certificate  of  Incorporation,  as amended,  contains the
following provisions concerning indemnification:

      "SIXTH:  The corporation  shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,  officer, employee, or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceedings,  had no reasonable  cause to believe his conduct was unlawful.  The
termination of any action,  upon a plea of nolo contendere or equivalent,  shall
not, of itself,  create a presumption  that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful."

      The Company's Certificate of Incorporation,  as amended, also contains the
following provisions concerning the personal liability of directors:

      "TENTH:  The personal  liability of a director to the  corporation  or its
stockholders  for monetary damages for breach of fiduciary duty as a director is
hereby  eliminated,  provided that this Article shall not eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders;  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  under  section  174 of  Title 8 of the  Delaware  Code,  or (iv)  for any
transaction from which the director derived an improper personal  benefit.  This
Article  shall not eliminate or limit the liability of a director for any act or
omission occurring prior to the date this Article becomes effective."

      The  Company's  By-laws,  as amended,  contains the  following  provisions
concerning indemnification:

      "ARTICLE V,  Indemnification,  The Board of Directors  may, to the fullest
extent permitted by the General  Corporation Law of Delaware,  indemnify any and
all  persons  who it shall have power to  indemnify  against  any and all of the
expenses, liabilities or other matters."

                                      -4-
The  registrant  also  maintains  a  directors'  and  officers'  liability
insurance  policy which will insure its directors and officers and the directors
and officers of its subsidiaries, if any, in certain circumstances.

      In addition to such other rights of  indemnification as they may have, the
2003 Equity  Participation  Plan (the "Plan")  provides  that the members of the
Board of Directors or a committee (the  "Committee")  that administers the Plan,
as the case may be, shall be indemnified by the Company to the extent  permitted
under applicable law against all costs and expenses  reasonably incurred by them
in connection with any action,  suit, or proceeding to which they or any of them
may be a party by  reason  of any  action  taken or  failure  to act under or in
connection  with the Plan or any  rights  granted  thereunder  and  against  all
amounts paid by them in settlement  thereof or paid by them in satisfaction of a
judgment of any such action, suit or proceeding,  except a judgment based upon a
finding  of bad  faith.  Upon the  institution  of any  such  action,  suit,  or
proceeding, the member or members of the Board of Directors or the Committee, as
the case may be,  shall  notify the  Company in  writing,  giving the Company an
opportunity  at its own cost to defend the same  before  such  member or members
undertake to defend the same on his or their own behalf.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

      4.1 Registrant's Certificate of Incorporation is incorporated by reference
to  Exhibit 3 of  Registrant's  Registration  Statement  on Form S-18  (File No.
2-69627).

      4.2 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3 of  Registrant's  Registration  Statement on Form S-18
(File No. 2-69627).

      4.3 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(b) of Registrant's  Registration Statement on Form S-2
(File No. 2-88712).

      4.4 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(d) of Registrant's  Registration Statement on Form S-2
(File No. 2-88712).

      4.5 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(e) of Registrant's  Registration Statement on Form S-2
(File No. 33-4458).

      4.6 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3(g) of Registrant's  Annual Report on Form 10-K for the
year ended September 30, 1987.

      4.7 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3.8 of Registrant's  Registration  Statement on Form S-3
(File No. 33-42154).

                                      -5-
4.8 Registrant's Amendment to Certificate of Incorporation is incorporated
by reference to Exhibit 3.9 of Registrant's  Registration  Statement on Form S-1
(File No. 33-42154).

      4.9  Registrant's  Certificate of  Designation  for the Series A Preferred
Stock is incorporated by reference to Exhibit 3.8 of Registrant's  Annual Report
on Form 10-K for the year ended September 30, 1994.

      4.10   Registrant's   Amendment  to   Certificate  of   Incorporation   is
incorporated by reference to Exhibit 3(j) of Registrant's  Annual Report on Form
10-K for the year ended March 31, 1996.

      4.11  Registrant's  Certificate of Designation  for the Series B Preferred
Stock is  incorporated  by  reference  to Exhibit  C3(f) of  Registrant's  Proxy
Statement dated April 23, 1998.

      4.12   Registrant's   Amendment  to   Certificate  of   Incorporation   is
incorporated  by reference to Exhibit A of  Registrant's  Proxy  Statement dated
April 23, 1998.

      4.13   Registrant's   Amendment  to   Certificate  of   Incorporation   is
incorporated by reference to Exhibit 3.1 of Registrant's  Current Report on Form
8-K filed with the SEC on July 28, 2003.

      4.14 Registrant's  By-laws,  as amended,  are incorporated by reference to
Registrant's Registration Statement on Form S-1 (File No. 33-42154).

      5.1 Opinion of Lowenstein Sandler PC.

      23.1 Independent Auditors' Consent (Weinick Sanders Leventhal & Co., LLP)

      23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)

      24.1 Power of Attorney

Item 9. Undertakings.

      (A) The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
            the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
            after the effective date of the registration  statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered

                                      -6-
would not exceed that which was  registered)  and any deviation from
            the low or high end of the estimated  maximum  offering range may be
            reflected  in the  form of  prospectus  filed  with  the  Commission
            pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
            and  price  represent  no  more  than a 20%  change  in the  maximum
            aggregate   offering  price  set  forth  in  the   "Calculation   of
            Registration Fee" table in the effective registration statement.

                  (iii) To include any material  information with respect to the
            plan of distribution  not previously  disclosed in the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

      Provided,  however,  that Paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the  registration  statement  is on Form S-3,  Form S-8 or Form F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (B) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (C)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -7-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Melville, State of New York, on July 24, 2003.

                                                    PHASE III MEDICAL, INC.

                                                    By: /s/ Mark Weinreb
                                                        ------------------------
                                                         Mark Weinreb, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

           Signatures                     Title                         Date

/s/ Mark Weinreb           President, Chief Executive Officer,     July 24, 2003
----------------------     Chairman of the Board and Director
Mark Weinreb

/s/ Wayne A. Marasco       Director                                July 23, 2003
----------------------
Wayne A. Marasco

                                      -8-
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

   4.1            Registrant's  Certificate of  Incorporation  (incorporated  by
                  reference)

   4.2            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.3            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.4            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.5            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.6            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.7            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.8            Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.9            Registrant's  Certificate  of  Designation   (incorporated  by
                  reference)

   4.10           Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.11           Registrant's  Certificate  of  Designation   (incorporated  by
                  reference)

   4.12           Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.13           Registrant's   Amendment  to  Certificate   of   Incorporation
                  (incorporated by reference)

   4.14           Registrant's By-laws, as amended (incorporated by reference)

   5.1            Opinion of Lowenstein Sandler PC

                                      -9-
23.1           Independent  Auditors'  Consent (Weinick  Sanders  Leventhal &
                  Co., LLP)

   23.2           Consent of Lowenstein Sandler PC is included in Exhibit 5.1

   24.1           Power of Attorney

                                      -10-