                       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):
                                  March 2, 2004


                             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

     Phase III Medical,  Inc. (the  "Company")  issued the press release annexed
hereto  announcing  the  appointment  of Michael Lax as a member of the Board of
Directors.

     To secure Mr. Lax's  service as a director,  the  Company,  pursuant to its
2003  Equity   Participation  Plan,  granted  Mr.  Lax  the  right  and  option,
exercisable  for 10 years,  to  purchase up to 300,000  shares of the  Company's
common stock at an exercise price of $0.14 per share. In addition,  in the event
that the closing price of the Company's common stock equals or exceeds $1.00 per
share for any five (5)  consecutive  trading days during his term as a director,
the  Company  has agreed to grant to Mr. Lax an option  for the  purchase  of an
additional 100,000 shares of the Company's common stock for an exercise price of
$1.00 per share.  Mr. Lax has agreed that he will not resell publicly any shares
of the Company's  common stock obtained upon exercise of either of these options
prior to the first anniversary of the date of his election to the board.


                                    * * * * *
     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.   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

<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:  March 3, 2004

