8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   __________

                                   FORM 8-K/A

                               Amendment No. 1 to
                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported):
                                 January 6, 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.)






ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     This amendment is being filed to substitute a corrected accountant's letter
as an Exhibit.

     On January 6, 2004, upon recommendation and approval of the Company's Board
of Directors, the Company dismissed Travis, Wolff & Company, LLP ("Travis
Wolff") and engaged Holtz Rubenstein & Co., LLP ("Holtz") as the Company's
independent auditors for the fiscal year ended December 31, 2003.

     Travis Wolff's reports on the Company's financial statements for each of
the years ended December 31, 2002 and 2001 did not contain an adverse opinion or
a disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

     During the years ended December 31, 2002 and 2001 and through the date of
this 8-K, there were no disagreements with Travis Wolff on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which if not resolved to Travis Wolff's satisfaction, would
have caused them to make reference to the subject matter in connection with
their report on the Company's financial statements for such years; and there
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     The Company has provided Travis Wolff with a copy of the foregoing
statements. Attached as Exhibit 16.1 is a copy of Travis Wolff's letter dated
January 7, 2004, stating its agreement with such statements.

     During the years ended December 31, 2002 and 2001 and through the date of
this 8-K, the Company did not consult Holtz with respect to the application of
accounting principles as to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits

     16.1 Letter from Travis, Wolff & Company, LLP to the Securities and
          Exchange Commission dated as of January 7, 2004.




                                    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:  February 3, 2004




                                  EXHIBIT INDEX

Exhibit Number      Description
______________      ___________

16.1                Letter from Travis, Wolff & Company, LLP to the Securities
                    and Exchange Commission dated as of January 7, 2004.

EX-16

                                                                    Exhibit 16.1






January 7, 2004


Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on January 6, 2004, to be filed by our former client, Phase
III Medical, Inc. (formerly known as Corniche Group, Inc.) We agree with the
statements made in response to that Item insofar as they relate to our Firm.


Sincerely,




TRAVIS, WOLFF & COMPANY, L.L.P.