As filed with the Securities and Exchange Commission
                                on July 15, 1997
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  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 Number)

                            Building 96, 13th Street
                              Charlestown Navy Yard
                        Charlestown, Massaachusetts 02129
              (Address and zip code of Principal Executive Offices)

                             1997 STOCK OPTION PLAN
                            (Full title of the Plan)

                             Thomas H. Fraser, Ph.D.
                      President and Chief Executive Officer
                                  Diacrin, Inc.
                            Building 96, 13th Street
                              Charlestown Navy Yard
                        Charlestown, Massachusetts 02129
                    (Name, address and of agent for service)

                                                           (617) 242-9100
          (Telephone number, including area code, of agent for service)

                                 with a copy to

                             Steven D. Singer, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109

<PAGE>

Page 2

<TABLE>
======================================================================================================

                         CALCULATION OF REGISTRATION FEE
<CAPTION>
    
Title of Securities     Amount to            Proposed Maximum   Proposed Maximum      Amount of 
to be Registered        be Registered        Offering Price     Aggregate Offering    Registration Fee
                                             Per Share          Price
-------------------     -------------        ----------------   ------------------    ----------------
<S>                    <C>                  <C>                <C>                   <C>
Common Stock,           1,200,000 shares     $10.88 (1)         $13,056,000 (1)       $3,957
$0.01 par value
per share

</TABLE>

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



(1)   Estimated  solely for the purpose of calculating the  registration fee and
      based  upon  the  average  of the  high  and  low  trading  prices  of the
      Registrant's  Common Stock,  as reported on the Nasdaq  National Market on
      July  16,  1997,  in  accordance  with  Rules  457(c)  and  457(h) of the
      Securities Act of 1933, as amended.

================================================================================

                                     - 2 -

<PAGE>

Page 3




PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information  required by Part I of Form S-8 is included in
documents  sent or  given  to  participants  in the 1997  Stock  Option  Plan of
Diacrin,  Inc.,  a Delaware  corporation  (the  "Registrant"),  pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Certain Documents by Reference
                  -----------------------------------------------

                  The following  documents,  which are filed with the Securities
and  Exchange   Commission  (the   "Commission"),   are   incorporated  in  this
Registration Statement by reference:

                  (1) The  Registrant's  latest annual report filed  pursuant to
         Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
         as  amended  (the  "Exchange  Act"),  or the  latest  prospectus  filed
         pursuant to Rule 424(b) under the Securities Act that contains  audited
         financial  statements for the Registrant's latest fiscal year for which
         such statements have been filed.

                  (2) All other  reports  filed  pursuant to  Sections  13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the prospectus referred to in (1) above.

                  (3) The  description  of the Common  Stock of the  Registrant,
         $0.01 par  value  per share  (the  "Common  Stock"),  contained  in the
         Registrant's Registration Statement on Form 10 filed under the Exchange
         Act,  including  any  amendment  or  report  filed for the  purpose  of
         updating such information.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-  effective  amendment  which  indicates  that all shares of Common Stock
offered  hereby have been sold or which  deregisters  all shares of Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be part hereof from the date of the filing of such documents.


         Item 4.  Description of Securities
                  -------------------------

                  Not applicable.


                                     - 3 -

<PAGE>

Page 4


         Item 5.  Interests of Named Experts and Counsel
                  --------------------------------------

                  Not applicable.


         Item 6.  Indemnification of Directors and Officers
                  -----------------------------------------

                  Section  145  of  the  General  Corporation  Law  of  Delaware
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in related  capacities  against  amounts  paid and
expenses  incurred  in  connection  with an action or  proceeding  to which such
person is or is  threatened  to be made a party by reason of such  position,  if
such person shall have acted in good faith and in a manner  reasonably  believed
to be in or not opposed to the best  interests of the  corporation,  and, in any
criminal  proceeding,  if such person had no  reasonable  cause to believe  such
conduct was unlawful; provided that, in the case of actions brought by or in the
right of the corporation,  no indemnification  shall be made with respect to any
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.

                  Article   Eleven   of   the   Registrant's    Certificate   of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including  attorney's fees),
judgments,   fines  and  amounts  paid  in  settlement  reasonably  incurred  in
connection with any litigation or other legal  proceeding  (other than an action
by or in the right of the  Registrant)  brought against such director or officer
by virtue of a position  as a director  or  officer  of the  Registrant  if such
director or officer acted in good faith and in a manner  reasonably  believed by
such director to be in or not opposed to the best  interests of the  Registrant,
and,  with respect to any criminal  action or  proceeding,  such director had no
reasonable  cause  to  believe  such  conduct  was  unlawful  and (b)  shall  be
indemnified by the Registrant against expenses  (including  attorneys' fees) and
amounts paid in settlement  reasonably incurred in connection with any action by
or in the right of the  Registrant  by virtue of a  position  as a  director  or
officer of the Registrant if such officer or director acted in good faith and in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the Registrant, except that no indemnification shall be made with respect to any
such matter as to which such  director or officer shall have been adjudged to be
liable to the Registrant,  unless and only to the extent that a court determines
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 as the court  deems  proper.  Nothwithstanding  the  foregoing,  to the
extent  that a  director  or  officer  has been  successful,  on the  merits  or
otherwise,  such person shall be  indemnified  against all  expenses  (including
attorneys' fees) reasonably incurred in connection therewith.  Expenses incurred
in defending a civil or criminal action, suit or proceeding shall be advanced by
the Registrant to a director or officer, at such person's request,  upon receipt
of an  undertaking  by the  director  or officer  to repay such  amount if it is
ultimately determined that such person is not entitled to indemnification.

                                     - 4 -


<PAGE>

Page 5



                  Indemnification  is required to be made unless the  Registrant
determines that the applicable  standard of conduct required for indemnification
has not been met. In the event of a  determination  by the  Registrant  that the
director or officer did not meet the applicable standard of conduct required for
indemnification,  or if the Registrant fails to make an indemnification  payment
within 60 days after such  payment is  claimed by such  person,  such  person is
permitted to petition a court to make an independent determination as to whether
such person is  entitled to  indemnification.  As a condition  precedent  to the
right of  indemnification,  the  director  or officer  must give the  Registrant
notice of the action for which  indemnity is sought and the  Registrant  has the
right to participate in such action or assume the defense thereof.

                  Article   Eleven   of   the   Registrant's    Certificate   of
Incorporation further provides that the indemnification  provided therein is not
exclusive,  and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers,
the Registrant  shall indemnify those persons to the fullest extent permitted by
such law as so amended.

                  Article Seven of the Registrant's Certificate of Incorporation
provides that, except to the extent that the General Corporation Law of Delaware
prohibits the  elimination  or limitation of liability of directors for breaches
of fiduciary duty, no director of the Registrant  shall be personally  liable to
the  Registrant  or its  stockholders  for  monetary  damages  for any breach of
fiduciary duty as a director.

                  The  Registrant  has purchased a general  liability  insurance
policy  which  covers  certain  liabilities  of  directors  and  officers of the
Registrant arising out of claims based on acts or omissions in their capacity as
directors or officers.


         Item 7.  Exemption from Registration Claimed
                  -----------------------------------

                  Not applicable.


         Item 8.  Exhibits
                  --------

                  The  Exhibit  Index  immediately  preceding  the  exhibits  is
incorporated herein by reference.


                                     - 5 -

<PAGE>

Page 6

         Item 9.  Undertakings
                  ------------

         1.       The Registrant hereby undertakes:

                  (a) 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;

                  (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;
                           and

                  (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 (i) and (ii) do not apply
                  if the Registration  Statement is on Form S-3 or Form S-8, and
                  the  information  required to be included in a  post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the  Registrant  pursuant  to  Section  13 or Section
                  15(d) of the Exchange Act that are  incorporated  by reference
                  in the Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

                  (c) 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.

2. The  Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.


                                     - 6 -


<PAGE>

Page 7


3. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.



                                     - 7 -

<PAGE>

Page 8

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Boston, Commonwealth of Massachusetts,  this 15th day
of July, 1997.


                                              Diacrin, Inc.



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



                                POWER OF ATTORNEY

         We, the  undersigned  officers and directors of Diacrin,  Inc.,  hereby
severally  constitute and appoint Thomas H. Fraser, Mark J. Fitzpatrick,  Steven
D. Singer and Jonathan  Wolfman,  and each of them  singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names, in the capacities  indicated below, the Registration  Statement on
Form  S-8  filed  herewith,  and  any  and  all  subsequent  amendments  to said
Registration Statement,  and generally to do all such things in our names and on
our behalf and in our  capacities as officers and  directors to enable  Diacrin,
Inc., to comply with the  provisions of the  Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our  signatures as they may be signed by our said  attorneys,  or
any of them, to said Registration Statement and any and all amendments thereto.


                                     - 8 -

<PAGE>

Page 9

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

         Signature                        Title                       Date
         ---------                        -----                       ----

/s/  Thomas H. Fraser             President, Chief Executive      July 15, 1997
--------------------------         Officer and Director 
Thomas H. Fraser                   (Principal Executive Officer)
                                            


/s/  Mark J. Fitzpatrick          Vice President of Finance       July 15, 1997
--------------------------         and Administration and
Mark J. Fitzpatrick                Chief Financial Officer            
                                   (Principal Financial and           
                                   Accounting Officer)         
                                              


/s/  Zola P. Horovitz             Director                        July 15, 1997
--------------------------
Zola P. Horovitz


/s/  John W. Littlechild          Director                        July 15, 1997
--------------------------
John W. Littlechild


/s/  Stelios Papadopoulos         Director                        July 15, 1997
--------------------------           
Stelios Papadopoulos


/s/  Henri A. Termeer             Director                        July 15, 1997
--------------------------
Henri A. Termeer



/s/  Christopher T. Walsh         Director                        July 15, 1997
------------------------------
Christopher T. Walsh



                                - 9 -


<PAGE>
Page 10

                                  Exhibit Index

Exhibit
Number                     Description

   4.1   (1)               Amended and Restated Certificate of Incorporation,
                           as amended to date

   4.2   (2)               Amended and Restated By-laws, as amended to date

   4.3   (2)               Specimen Certificate of Common Stock,
                           $0.01 par value, of the Registrant

   5                       Opinion of Hale and Dorr LLP

  23.1                     Consent of Hale and Dorr LLP
                           (included in Exhibit 5)

  23.2                     Consent of Arthur Andersen LLP

  24                       Power of Attorney (included on the signature
                           page of this Registration Statement)


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

(1) Incorporated herein by reference to the Registrant's Annual Report on 
Form 10-K (File No. 0-20139) for the year ended December 13, 1995.

(2) Incorporated herein by reference to the Registrant's Registration Statement 
on Form S-2 (File No. 33-80773).

                                     - 10 -
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION PLAN", "secsgml_size_bytes": 21042}]
{"company-data": {"conformed-name": "DIACRIN INC /DE/", "cik": "0000887137", "assigned-sic": "2836", "irs-number": "223016912", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31541", "film-number": "97642393"}, "business-address": {"street1": "BLDG 96, 13TH ST", "street2": "CHARLESTOWN NAVY YARD", "city": "CHARLESTOWN", "state": "MA", "zip": "02129", "phone": "6172429100"}, "mail-address": {"street1": "BLDG 96 13TH ST", "street2": "CHARLESTOWN NAVY YARD", "city": "CHARLESTOWN", "state": "MA", "zip": "02129"}}
As filed with the Securities and Exchange Commission
                                on July 15, 1997
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  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 Number)

                            Building 96, 13th Street
                              Charlestown Navy Yard
                        Charlestown, Massaachusetts 02129
              (Address and zip code of Principal Executive Offices)

                             1997 STOCK OPTION PLAN
                            (Full title of the Plan)

                             Thomas H. Fraser, Ph.D.
                      President and Chief Executive Officer
                                  Diacrin, Inc.
                            Building 96, 13th Street
                              Charlestown Navy Yard
                        Charlestown, Massachusetts 02129
                    (Name, address and of agent for service)

                                                           (617) 242-9100
          (Telephone number, including area code, of agent for service)

                                 with a copy to

                             Steven D. Singer, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
Page 2

======================================================================================================

                         CALCULATION OF REGISTRATION FEE
Title of Securities     Amount to            Proposed Maximum   Proposed Maximum      Amount of 
to be Registered        be Registered        Offering Price     Aggregate Offering    Registration Fee
                                             Per Share          Price
-------------------     -------------        ----------------   ------------------    ----------------
Common Stock,           1,200,000 shares     $10.88 (1)         $13,056,000 (1)       $3,957
$0.01 par value
per share
--------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the  registration fee and
      based  upon  the  average  of the  high  and  low  trading  prices  of the
      Registrant's  Common Stock,  as reported on the Nasdaq  National Market on
      July  16,  1997,  in  accordance  with  Rules  457(c)  and  457(h) of the
      Securities Act of 1933, as amended.

================================================================================

                                     - 2 -
Page 3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information  required by Part I of Form S-8 is included in
documents  sent or  given  to  participants  in the 1997  Stock  Option  Plan of
Diacrin,  Inc.,  a Delaware  corporation  (the  "Registrant"),  pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Certain Documents by Reference
                  -----------------------------------------------

                  The following  documents,  which are filed with the Securities
and  Exchange   Commission  (the   "Commission"),   are   incorporated  in  this
Registration Statement by reference:

                  (1) The  Registrant's  latest annual report filed  pursuant to
         Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
         as  amended  (the  "Exchange  Act"),  or the  latest  prospectus  filed
         pursuant to Rule 424(b) under the Securities Act that contains  audited
         financial  statements for the Registrant's latest fiscal year for which
         such statements have been filed.

                  (2) All other  reports  filed  pursuant to  Sections  13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the prospectus referred to in (1) above.

                  (3) The  description  of the Common  Stock of the  Registrant,
         $0.01 par  value  per share  (the  "Common  Stock"),  contained  in the
         Registrant's Registration Statement on Form 10 filed under the Exchange
         Act,  including  any  amendment  or  report  filed for the  purpose  of
         updating such information.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-  effective  amendment  which  indicates  that all shares of Common Stock
offered  hereby have been sold or which  deregisters  all shares of Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be part hereof from the date of the filing of such documents.

         Item 4.  Description of Securities
                  -------------------------

                  Not applicable.

                                     - 3 -
Page 4

         Item 5.  Interests of Named Experts and Counsel
                  --------------------------------------

                  Not applicable.

         Item 6.  Indemnification of Directors and Officers
                  -----------------------------------------

                  Section  145  of  the  General  Corporation  Law  of  Delaware
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in related  capacities  against  amounts  paid and
expenses  incurred  in  connection  with an action or  proceeding  to which such
person is or is  threatened  to be made a party by reason of such  position,  if
such person shall have acted in good faith and in a manner  reasonably  believed
to be in or not opposed to the best  interests of the  corporation,  and, in any
criminal  proceeding,  if such person had no  reasonable  cause to believe  such
conduct was unlawful; provided that, in the case of actions brought by or in the
right of the corporation,  no indemnification  shall be made with respect to any
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.

                  Article   Eleven   of   the   Registrant's    Certificate   of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including  attorney's fees),
judgments,   fines  and  amounts  paid  in  settlement  reasonably  incurred  in
connection with any litigation or other legal  proceeding  (other than an action
by or in the right of the  Registrant)  brought against such director or officer
by virtue of a position  as a director  or  officer  of the  Registrant  if such
director or officer acted in good faith and in a manner  reasonably  believed by
such director to be in or not opposed to the best  interests of the  Registrant,
and,  with respect to any criminal  action or  proceeding,  such director had no
reasonable  cause  to  believe  such  conduct  was  unlawful  and (b)  shall  be
indemnified by the Registrant against expenses  (including  attorneys' fees) and
amounts paid in settlement  reasonably incurred in connection with any action by
or in the right of the  Registrant  by virtue of a  position  as a  director  or
officer of the Registrant if such officer or director acted in good faith and in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the Registrant, except that no indemnification shall be made with respect to any
such matter as to which such  director or officer shall have been adjudged to be
liable to the Registrant,  unless and only to the extent that a court determines
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 as the court  deems  proper.  Nothwithstanding  the  foregoing,  to the
extent  that a  director  or  officer  has been  successful,  on the  merits  or
otherwise,  such person shall be  indemnified  against all  expenses  (including
attorneys' fees) reasonably incurred in connection therewith.  Expenses incurred
in defending a civil or criminal action, suit or proceeding shall be advanced by
the Registrant to a director or officer, at such person's request,  upon receipt
of an  undertaking  by the  director  or officer  to repay such  amount if it is
ultimately determined that such person is not entitled to indemnification.

                                     - 4 -
Page 5

                  Indemnification  is required to be made unless the  Registrant
determines that the applicable  standard of conduct required for indemnification
has not been met. In the event of a  determination  by the  Registrant  that the
director or officer did not meet the applicable standard of conduct required for
indemnification,  or if the Registrant fails to make an indemnification  payment
within 60 days after such  payment is  claimed by such  person,  such  person is
permitted to petition a court to make an independent determination as to whether
such person is  entitled to  indemnification.  As a condition  precedent  to the
right of  indemnification,  the  director  or officer  must give the  Registrant
notice of the action for which  indemnity is sought and the  Registrant  has the
right to participate in such action or assume the defense thereof.

                  Article   Eleven   of   the   Registrant's    Certificate   of
Incorporation further provides that the indemnification  provided therein is not
exclusive,  and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers,
the Registrant  shall indemnify those persons to the fullest extent permitted by
such law as so amended.

                  Article Seven of the Registrant's Certificate of Incorporation
provides that, except to the extent that the General Corporation Law of Delaware
prohibits the  elimination  or limitation of liability of directors for breaches
of fiduciary duty, no director of the Registrant  shall be personally  liable to
the  Registrant  or its  stockholders  for  monetary  damages  for any breach of
fiduciary duty as a director.

                  The  Registrant  has purchased a general  liability  insurance
policy  which  covers  certain  liabilities  of  directors  and  officers of the
Registrant arising out of claims based on acts or omissions in their capacity as
directors or officers.

         Item 7.  Exemption from Registration Claimed
                  -----------------------------------

                  Not applicable.

         Item 8.  Exhibits
                  --------

                  The  Exhibit  Index  immediately  preceding  the  exhibits  is
incorporated herein by reference.

                                     - 5 -
Page 6

         Item 9.  Undertakings
                  ------------

         1.       The Registrant hereby undertakes:

                  (a) 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;

                  (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;
                           and

                  (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 (i) and (ii) do not apply
                  if the Registration  Statement is on Form S-3 or Form S-8, and
                  the  information  required to be included in a  post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the  Registrant  pursuant  to  Section  13 or Section
                  15(d) of the Exchange Act that are  incorporated  by reference
                  in the Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

                  (c) 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.

2. The  Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.

                                     - 6 -
Page 7

3. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                     - 7 -
Page 8

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Boston, Commonwealth of Massachusetts,  this 15th day
of July, 1997.

                                              Diacrin, Inc.

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

                                POWER OF ATTORNEY

         We, the  undersigned  officers and directors of Diacrin,  Inc.,  hereby
severally  constitute and appoint Thomas H. Fraser, Mark J. Fitzpatrick,  Steven
D. Singer and Jonathan  Wolfman,  and each of them  singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names, in the capacities  indicated below, the Registration  Statement on
Form  S-8  filed  herewith,  and  any  and  all  subsequent  amendments  to said
Registration Statement,  and generally to do all such things in our names and on
our behalf and in our  capacities as officers and  directors to enable  Diacrin,
Inc., to comply with the  provisions of the  Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our  signatures as they may be signed by our said  attorneys,  or
any of them, to said Registration Statement and any and all amendments thereto.

                                     - 8 -
Page 9

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

         Signature                        Title                       Date
         ---------                        -----                       ----

/s/  Thomas H. Fraser             President, Chief Executive      July 15, 1997
--------------------------         Officer and Director 
Thomas H. Fraser                   (Principal Executive Officer)
                                            

/s/  Mark J. Fitzpatrick          Vice President of Finance       July 15, 1997
--------------------------         and Administration and
Mark J. Fitzpatrick                Chief Financial Officer            
                                   (Principal Financial and           
                                   Accounting Officer)         
                                              

/s/  Zola P. Horovitz             Director                        July 15, 1997
--------------------------
Zola P. Horovitz

/s/  John W. Littlechild          Director                        July 15, 1997
--------------------------
John W. Littlechild

/s/  Stelios Papadopoulos         Director                        July 15, 1997
--------------------------           
Stelios Papadopoulos

/s/  Henri A. Termeer             Director                        July 15, 1997
--------------------------
Henri A. Termeer

/s/  Christopher T. Walsh         Director                        July 15, 1997
------------------------------
Christopher T. Walsh

                                - 9 -
Page 10

                                  Exhibit Index

Exhibit
Number                     Description

   4.1   (1)               Amended and Restated Certificate of Incorporation,
                           as amended to date

   4.2   (2)               Amended and Restated By-laws, as amended to date

   4.3   (2)               Specimen Certificate of Common Stock,
                           $0.01 par value, of the Registrant

   5                       Opinion of Hale and Dorr LLP

  23.1                     Consent of Hale and Dorr LLP
                           (included in Exhibit 5)

  23.2                     Consent of Arthur Andersen LLP

  24                       Power of Attorney (included on the signature
                           page of this Registration Statement)

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

(1) Incorporated herein by reference to the Registrant's Annual Report on 
Form 10-K (File No. 0-20139) for the year ended December 13, 1995.

(2) Incorporated herein by reference to the Registrant's Registration Statement 
on Form S-2 (File No. 33-80773).

                                     - 10 -