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

                                    FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                               Commission File Number  000-20139

                                 Diacrin, Inc.
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               (Exact name of registrant as specified in charter)

                Building 96, 13th Street, Charlestown Navy Yard,
                      Charlestown, MA  02129  (617) 242-9100
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

        Common Stock Purchase Warrants (original date of issue: 2/12/96)
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            (Title of each class of securities covered by this Form)

                          Common Stock, $.01 par value
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  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)    /X/         Rule 12h-3(b)(1)(i)     / /
          Rule 12g-4(a)(1)(ii)   / /         Rule 12h-3(b)(1)(ii)    / /
          Rule 12g-4(a)(2)(i)    / /         Rule 12h-3(b)(2)(i)     / /
          Rule 12g-4(a)(2)(ii)   / /         Rule 12h-3(b)(2)(ii)    / /
                                             Rule 15d-6              /X/

     Approximate number of holders of record as of the certification or notice
date:  0
     -----

     Pursuant to the requirements of the Securities Exchange Act of 1934
(Diacrin, Inc.) has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.

Date:  January 19, 2001                 By:  /s/ Thomas H. Fraser
                                            --------------------------
                                                 Thomas H. Fraser
                                                 President and CEO

Instructions:  This  form is  required  by Rules  12g-4,  12h-3 and 15d-6 of hte
General  Rules and  Regulations  under the Securties  Exchange Act of 1934.  The
registrant  shall file with the Commission  three copies of Form 15, on of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.