8-K

                                  UNITED STATES
                       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 1, 2006

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


          Delaware                     0-10909                      22-2343568
          --------                     -------                      ----------
      (State Or Other                (Commission                 (IRS Employer
        Jurisdiction Of              File Number)            Identification No.)
        Incorporation)

          330 South Service Road, Suite 120
                 Melville, New York                                     11747
- --------------------------------------------------------------------------------
    (Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (631)-574-4955

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications  pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))







Item 5.02.      Departure of Directors or Principal Officers; Election of
                Directors; Appointment of Principal Officers.

         On March 6, 2006, the Company issued a press release pursuant to which
it announced the appointment of Larry Alan May, 56, as its Chief Financial
Officer for a term of three years. The appointment of Mr. May became effective
on March 1, 2006. Mr. May initially joined the Company in September 2003 to
assist with licensing activities.

         The Company entered into a three-year employment agreement with Mr. May
on January 19, 2006. Mr. May will receive an annual salary of $165,000, payable
in accordance with the Company's standard payroll practices, is entitled to
participate in the Company's benefit plans generally available to other
executives, including a car allowance equal to $750 per month, and was granted
on the date of the employment agreement an employee stock option under the
Company's Equity Purchase Plan to purchase 150,000 shares of the Company's
common stock. Under certain circumstances, Mr. May is also entitled to a
severance payment equal to one year's salary in the event of the early
termination of his employment.

         On January 19, 2006, the Company consummated an acquisition of the
assets of NeoStem, Inc., a California corporation. Mr. May was the CEO of
NeoStem at the time of the transaction. The purchase price for NeoStem's assets
included 5 million shares of the Company's common stock, of which Mr. May
received a pro rata distribution of 143,821 shares in exchange for his shares of
NeoStem preferred stock, and 96,148 shares of Company common stock as
consideration for existing debt owed by NeoStem to Mr. May. Of the stock
consideration paid to NeoStem, 60% (or 3 million shares) has been retained in
escrow for a period of one (1) year from the date of the agreement, subject to
certain indemnification claims and setoffs. Provided that no claims are made
against the escrowed shares, Mr. May will be entitled to receive up to 350,563
shares of Company common stock in escrow in exchange for his shares of NeoStem
common stock.

         Prior to joining the Company, from August 2003 until January 2006, Mr.
May served as the Chief Executive Officer and Chief Financial Officer of
NeoStem, a private company engaged in the sale of adult stem cell banking
services and medical imaging products. From 2000 to May 2003, Mr. May served as
the Chief Financial Officer of Saronyx, Inc., a company focused on developing
productivity tools and secure communication systems for research scientists.
Previously, Mr. May served as the Senior Vice President of Finance and Chief
Financial Officer of BioSource International, Inc., a provider of biologic
research reagents and assays, and Treasurer of Amgen, Inc., a biotechnology
company, in which he helped build its accounting, finance and IT organizations.







Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.
     ---------

         Exhibit 10.1      Employment  Agreement  between the  Company  and
                           Larry A. May, dated January 19, 2006 (incorporated by
                           reference to Exhibit 10.1 to Form 8-K, filed
                           January 26, 2006).

         Exhibit 99.1      Press Release dated March 6, 2006.






                                    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 6, 2006







                                  EXHIBIT INDEX
                                  -------------


Exhibit Number    Description
- --------------    -----------

         10.1     Employment  Agreement  between the  Company  and
                  Larry A. May, dated January 19, 2006 (incorporated by
                  reference to Exhibit 10.1 to Form 8-K, filed
                  January 26, 2006).

         99.1     Press Release dated March 6, 2006.

EX-99.1

Exhibit 99.1

                      Phase III Medical Appoints Larry May,
               Former Amgen Treasurer, as Chief Financial Officer


     MELVILLE, N.Y.--(BUSINESS WIRE)--March 6, 2006--Phase III Medical, Inc.,
(OTCBB: PHSM), announced today that Larry A. May, former treasurer of Amgen,
Inc., has been named the company's Chief Financial Officer. The appointment of
Mr. May became effective on March 1, 2006. Mr. May joined Phase III in January
2006 in connection with the NeoStem acquisition, and brings 30 years of
experience in corporate finance, general management, leadership, IT, new
business development and joint ventures. Mr. May brings a wealth of knowledge in
both the financial and biomedical sectors and he will be responsible for
overseeing the Company's financial activities and financial reporting
obligations.
     From 1983 to 1998 Mr. May worked for Amgen, Inc. (one of the largest
biotechnology companies in the world) as Vice President Controller and then Vice
President Treasurer. Mr. May successfully created a multi-country business
organization and financial infrastructure that supported Amgen's growth from
initial product introduction to $2.2 billion in annual sales. As Treasurer for
Amgen, Mr. May had full management responsibility for banking, cash management,
tax, customer finance organization and corporate information systems. He
administered a $1 billion cash portfolio and initiated and completed many
financings.
     From 2000 to May 2003, Mr. May served as CFO of Saronyx, Inc. a company
focused on developing productivity tools and secure communication systems for
research scientists. Prior to joining Saronyx, Inc., Mr. May was Senior Vice
President of Finance and CFO of BioSource International, Inc., a provider of
biologic research reagents and assays. From August, 2003 until the completion of
the NeoStem acquisition, Mr. May served as the Chief Executive Officer and the
Chief Financial Officer of NeoStem. Mr. May graduated with a Bachelor of Science
degree in business administration and accounting from University of Missouri.
     Mark Weinreb, CEO of Phase III, stated, "We are extremely fortunate to have
Larry May, a seasoned financial executive with such an impressive background, as
the Company's CFO. His financial experience and knowledge of our adult stem cell
business brings a unique combination of skills that will greatly benefit the
Company."
     Said Mr. May, "I am very happy to be appointed to such an important
position in the Company. It's an exciting time in the development and growth of
our business and I look forward to assisting the company reach its financial and
business goals."

     About Phase III Medical, Inc.

     Phase III Medical, Inc. (OTCBB:PHSM), a Delaware corporation, is an
innovative, publicly traded company that, through the acquisition of NeoStem, is
positioned to become a leader in the adult stem cell field and to capitalize on
the increasing importance the Company believes adult stem cells will play in the
future of regenerative medicine. The management and board of directors and
advisors of Phase III have collective experience in life science marketing,
business management, and financial expertise, as well as significant technical,
medical and scientific experience.

     Certain statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements concerning the Company's ability to develop the
adult stem cell business, the future of regenerative medicine and the role of
adult stem cells in that future. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of Phase III Medical, Inc. ("the Company"),
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. The Company's ability to enter the adult stem cell arena and future
operating results are dependent upon many factors, including but not limited to
(i) the Company's ability to obtain sufficient capital or a strategic business
arrangement to fund its expansion plans; (ii) the Company's ability to build the
management and human resources and infrastructure necessary to support the
growth of its business; (iii) competitive factors and developments beyond the
Company's control;(iv) scientific and medical developments beyond the Company's
control and (v) other risk factors discussed in the Company's periodic filings
with the Securities and Exchange Commission which are available for review at
www.sec.gov under "Search for Company Filings."


    CONTACT: Phase III Medical
             Mark Weinreb, 631-574-4955