SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720
         May 25, 2010  Judith Segall Vice President and Secretary  BioTime, Inc. 1301 Harbor Bay Parkway, Suite 100 Alameda, California 94502
 Re: BioTime, Inc.
  Registration Statement on Form S-3
  Filed May 14, 2010
  File No. 333-166862

Dear Ms. Segall:

We have limited our review of the above referenced registration statement to only
the issues identified herein.  Where indicated, we think you should revise your document in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that the cover letter to your filing indicates that you have determined that
you qualify for the use of Form S-3.  Howe ver, it does not appear that you are
eligible to conduct a primary offering under General Instruction I.B.1 to Form S-3
based on your public float.  If you disagr ee, please provide us with a detailed
analysis supporting your conc lusion.  Alternatively, if you are eligible to conduct
a primary offering on Form S-3 under Gene ral Instruction I.B .6, please provide
the information required pursuant to Instru ction 7 to General In struction I.B.6 on
the cover page of the filing.  Otherw ise, please withdraw your registration
statement and file it on a form on whic h you are eligible to  conduct a primary
offering.

Judith Segall
BioTime, Inc. May 25, 2010 Page 2  Cover Page

2. We note several inconsistencies among th e fee table, the c over page and the
selling security holder tables on pages 32 and 34 of the fili ng as to the total
number of securities being offered in conn ection with this registration statement.
Please reconcile these inconsistencies in all places where appropriate to clearly
state the total number of shares that will be registered and provide a clear
discussion of the specific categories of securities.
3. We note that the discount offer expiration ti me is currently stated as “5:00 p.m.
New York Standard Time” on a date to  be provided.  Please revise your
disclosure in all places where appropriate to set the expiration time at 11:59 p.m.
New York Standard Time.
 Incorporation of Certain Info rmation by Reference, page 35

4. We note that the list of documents to be  incorporated by reference into the filing
does not incorporate by re ference the Company’s Form 8-K (Item 8.01) filed
January 6, 2010.  Please amend the registration statement to include this filing.

* * * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Judith Segall
BioTime, Inc. May 25, 2010 Page 3
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Laura Crotty at (202)  551-3563, Suzanne Hayes, Legal Branch
Chief, at (202) 551-3675, or myself at (202) 551-3715 with any questions.
         S i n c e r e l y ,             J e f f r e y  R i e d l e r
Assistant Director
 cc: Richard S. Soroko, Esq.   Lippenberger, Thompson, Welch, Soroko & Gilbert LLP