SecProbe.io

April 24 , 2013

Via E -mail
Peter S. Garcia
Chief Financial Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, CA 94502

Re: BioTime, Inc.
  Registration Statement on Form S-3
Filed  April 3, 2013
  File No.  333-187710

Dear Mr. Garcia :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. It appears that the Geron contribution may constitute a business combination.  Please
provide financial statements that comply with Rule 3 -05 of Regulation S -X or tell us why
you believe no financial statement s are required.  Please refer to paragraphs 4 -9 of ASC
805-10-55 and tell us the basis for your anticipated accounting treatment.

2. We note that to comply with the Securities Act of 19 33, any sale, offering or distribution
of securities must be registered o r conducted pursuant to a valid exemption.  It appears
that you are seeking to conduct the following offerings or distributions of BioTime
securities pursuant to the Asset Contribution Agreement:
A. The initial offering and sale  of the Contribution Shares and  Contribution Warrants to
Asterias  by BioTime;
B. The “at-the-market” resale offering of the Contribution Shares  in which Asterias will
offer the shares to the public through a registered broker -dealer ; and

Peter S. Garcia
BioTime, Inc.
April 24 , 2013
Page 2

 C. The Contribution Warrants Distribution whereby Asterias will distribute to holders of
Asterias Series A Shares the Contribution Warrants .

Your registration statement co vers the offering and sale contemplated by  Item A above.
We do not believe it is appropriate to register a n offering that began priva tely such as the
transaction contemplated by Item A .  Further, F orm S -3, as compared to Form S -4, do es
not permit the registration of the subsequent distributio ns contemplated by Items B  and C
by virtue of registering the Item A offering s ince the Item A  offering has  not yet occurred
and thus the securities to be offered pursuant to Item B and C are not yet outstanding.  I t
is, therefore,  premature to register the transactio ns contemplated in Items B and C  above.
Accordingly, please withdraw your registrat ion statement and regist er the offerings
contemplated by  Items B and C at such time as the securities are outstanding and held by
Asterias.

3. Please advise us as to the application of the Securities Act of 1933 with respect to each of
the offerings or distributions listed in Items B and C  above.   Your analysis should include
how you intend to register the transactions and to whom and when you  intend to deliver a
prospectus.   Alternatively, if you believe there is a valid exemption from the Securities
Act of 1933, please advise us of the exemption you will rely upon to conduct each
privately without registration.

Incorporation of Certain Infor mation by Reference, page 63

4. Please revise your disclosure to incorporate by reference all reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of your fiscal year 2012 .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

Peter S. Garcia
BioTime, Inc.
April 24 , 2013
Page 3

  the company may not assert staff comments and 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Wyman, Staff Accountant, (202) 551 -3660, Mary Mast, Staff
Accountant, at (202) 551 -3613 if you have questions regarding comments on the finan cial
statements and related matters.  Please contact Karen Ubell, Staff Attorney,  (202) 551 -3873,
Jennifer Riegel, Special Counsel, at (202) 551 -3575 or me at (202) 551 -3715 with any other
questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Richard S. Soroko
Thompson, Welch, Soroko & Gilbert LLP