
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                December 12, 2003


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


                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)


           0-10909                                           22-2343568
    -----------------------------------------------------------------------
    Commission File Number                                  IRS Employer
                                                          Identification No.


330 SOUTH SERVICE ROAD, SUITE 120, Melville, New YorK               11747
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


                                  631-574-4955
                                  ------------
                          Registrant's Telephone Number

                   -------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On December 12, 2003,  Phase III Medical,  Inc. (the "Company")  issued the
press release annexed hereto  announcing that it had signed a royalty  agreement
with  Parallel  Solutions,  Inc.  (PSI) to develop a new  bioshielding  platform
technology for the delivery of therapeutic  proteins and small molecule drugs in
order to extend  circulating  half-life  to improve  bioavailability  and dosing
regimen, while maintaining or improving pharmacologic activity. The Company will
provide  funding  and  consulting  services  to PSI for it to conduct a proof of
concept study.

                                    * * * * *


This Report contains forward-looking statements made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  represent  management's  judgment  regarding future
events.  Although  management  believes that the expectations  reflected in such
statements are reasonable,  they give no assurance that such  expectations  will
prove to be correct and you should be aware that  actual  results  could  differ
materially  from those  contained  in the  forward-looking  statements  due to a
number of factors.  These  factors  include  the risk that the  Company  will be
unable to raise capital,  to enter successfully or exploit  opportunities in the
biotech  or  medical  business,  to have  appropriate  personnel,  or the  risks
inherent in any new business  venture or those  detailed in the Company's  other
reports filed with the Securities and Exchange Commission.  No assurances can be
given  that the Proof of Concept  Program  will be  successful,  that any viable
technology will arise from that program, that the Company or PSI will be able to
commercialize any product or technology that is successfully  developed, or that
there will be market acceptance of any such product or technology  sufficient to
generate  any  material  revenues for the  Company.  The Company  undertakes  no
obligation to update or revise the information  contained in this Report whether
as a result of new information, future events or circumstances or otherwise.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1      Press Release

                                      -2-

<PAGE>

                                    SIGNATURE
                                    ---------

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

                                                     PHASE III MEDICAL, INC.



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




         Dated:  December __, 2003

                                      -3-

