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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    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): MAY 27, 1998
                              --------------------
                             CYTOTHERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                   0-19871                94-3078125

    (State or other jurisdiction  (Commission File Number)   (I.R.S. Employer
          of incorporation)                               Identification Number)



                          701 GEORGE WASHINGTON HIGHWAY
                           LINCOLN, RHODE ISLAND 02865

          (Address, of principal executive offices, including zip code)



                                 (401) 288-1000

               (Registrant's Telephone number including area code)
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                              PAGE _1_ OF _4_ PAGES.

                                    




Item 5.

         CytoTherapeutics,   Inc.  today  announced  that  CytoTherapeutics  and
Genentech,  Inc. plan to end their  collaboration to develop and commercialize a
product utilizing  Genentech's  proprietary growth factor,  Neurturin,  to treat
Parkinson's disease. The collaboration  focused on the delivery of Neurturin via
CytoTherapeutics'  proprietary  encapsulated-cell technology. As a result of the
companies' decision, CytoTherapeutics expects to reduce its current workforce by
approximately  20%,  and to redirect  its  resources  toward  programs  for pain
control,  for ophthalmic  diseases and conditions and for stem cell research and
discovery.

         The  collaboration  agreement for  Parkinson's  disease was  previously
announced  in November  1996 and  superseded a previous  agreement  announced in
March 1994. Agreements relating to Huntington's disease and ALS, or Lou Gehrig's
disease,  remain in effect.  In  connection  with  termination  of the Neurturin
collaboration,  Genentech has requested  CytoTherapeutics to redeem a portion of
the shares of its Common  Stock  acquired by Genentech  in  connection  with the
collaboration  as provided by the  agreement  under certain  circumstances.  The
redemption   amount   requested  by  Genentech  is   approximately  $4  million.
CytoTherapeutics  is reviewing  the merit and amount of  Genentech's  redemption
request.

         "CytoTherapeutics'  scientific  team made  substantial  progress toward
development of an encapsulated-cell product to deliver Neurturin. However, it is
our judgment that  encapsulated-cell  delivery does not constitute the method of
choice for delivery of Neurturin in Parkinson's  disease,"  stated Joffre Baker,
Ph.D., Vice President of Discovery Research at Genentech.

         "Looking  ahead,  we expect to restart our Phase II clinical trials for
pain in Europe and expect to pursue  several  opportunities  for  collaborations
related to our neural  stem cell  program in the  neurodegenerative  disease and
ophthalmics  areas,"  commented  Richard  M.  Rose,  M.D.,  President  and Chief
Executive Officer of CytoTherapeutics.

         In  regard  to  the  pain  program,   Astra  and  CytoTherapeutics  are
continuing to develop the encapsulated  bovine cell product which is designed to
deliver natural  analgesics to treat chronic pain in cancer  patients.  Based on
results  from a Phase IIA trial  reported in January,  the Company  modified its
implant tether and has recently  completed a submission to the FDA to commence a
Phase II trial in cancer  patients.  In addition,  contingent  upon  approval by
participating  institutions,  Astra expects to resume patient enrollment for the
Phase IIB European trials of the modified implant within the second quarter.

         In  the  ophthalmics  area,   CytoTherapeutics   recently  announced  a
significant new initiative under the leadership of Bill York, Ph.D., to discover
and develop  novel  cell-based  products to treat eye diseases  and  conditions,
including macular degeneration and retinitis

                                       -2-






pigmentosa.  Prior to joining  CytoTherapeutics,  Dr. York was Vice President of
Research and Development, Ophthalmic Products at Alcon Laboratories, Inc., where
he built and directed Alcon's drug discover group. CytoTherapeutics is currently
engaged in discussions  regarding potential funding for accelerated  development
of its ophthalmics program.

         In the stem cell area,  the  Company is working to further  develop its
neural  stem/progenitor  cell technology program.  In 1997 preclinical  studies,
CytoTherapeutics'   researchers   and   collaborators   successfully   isolated,
characterized  and  engrafted  human  neural  stem/progenitor  cell  cultures in
rodents.  The Company is also conducting stem cell research  directed toward the
discovery of stem cells for the liver and the pancreas.

         Statements in this current  report other than  statements of historical
facts  constitute  forward  looking  statements  regarding,  among other things,
product  development  strategies,  partnering  opportunities,  clinical  trials,
preclinical  research  and  development  and  future  business  operations.  The
Company's  actual  results  may  vary  materially  from  these  forward  looking
statements due to risks and uncertainties to which the Company is subject,  such
as failure to achieve required product development,  delays in obtaining, or the
necessity to satisfy conditions  imposed for,  regulatory  approval,  failure to
achieve corporate partnerships or other funding arrangements,  the need to raise
additional capital, risks of third-party intellectual property, adverse clinical
or preclinical developments,  and other risks, which are described in Exhibit 99
to the  Company's  Annual  Report  on Form  10-K  entitled  "Cautionary  Factors
Relevant to Forward Looking Statements" and incorporated herein by reference.


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                                    SIGNATURES

         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.

                                                     CYTOTHERAPEUTICS,  INC.

                                                     By /s/ Frederic A. Eustis
                                                           Title:  Secretary

Date:  May 27, 1998

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