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 CORRESP

 Lineage Cell Therapeutics, Inc. 2173 Salk Avenue, Suite 200 Carlsbad, CA 92008   March 19, 2026 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Re: Lineage Cell Therapeutics, Inc. Registration Statement on Form S-3 Filed March 11, 2026 File No. 333-294202 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lineage Cell Therapeutics, Inc. (the “Company”), hereby respectfully requests that the effectiveness of the registration statement referred to above (the “Registration Statement”) be accelerated so that it becomes effective at 4:30 p.m., Eastern Time, on March 23, 2026, or as soon thereafter as possible. The Company hereby authorizes Edwin Astudillo of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Please contact me at (442) 287-8967or Mr. Astudillo at (858) 720-8953 when the Registration Statement has been declared effective pursuant to this request and/or with any questions. Sincerely,

 Lineage Cell Therapeutics, Inc.

 By:
 /s/ George A. Samuel III

 Name:
 George A. Samuel III

 Title:
 General Counsel and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 16, 2026

Brian Culley
Chief Executive Officer
Lineage Cell Therapeutics, Inc.
2173 Salk Avenue, Suite 200
Carlsbad, CA 92008

 Re: Lineage Cell Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed March 11, 2026
 File No. 333-294202
Dear Brian Culley:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Edwin Astudillo
</TEXT>
</DOCUMENT>

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VIA
EDGAR

March
17, 2021

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Jordan
    Metoyer

    Tim
    Buchmiller

    RE:
    Lineage
    Cell Therapeutics, Inc.

    Registration
    Statement on Form S-3

    Filed
    March 11, 2021

    File
    No. 333-254167

To
Whom It May Concern:

Lineage
Cell Therapeutics, Inc., a California corporation (the “Company”), respectfully requests pursuant to
Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on
Form S-3 (File No. 333-254167) be accelerated and that it be declared effective on March 19, 2021 at 4:00 p.m. Eastern Time, or
as soon as practicable thereafter.

    Sincerely,

    /s/
    Brian M. Culley

    Chief
    Executive Officer

    cc:

    Chase
    Leavitt, General Counsel, Lineage Cell Therapeutics, Inc.

    Steven
    M. Przesmicki, Esq., Cooley LLP

CORRESP
1
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VIA
EDGAR

March
17, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:

    Jordan
    Metoyer

    Tim
    Buchmiller

    RE:
    Lineage
    Cell Therapeutics, Inc.

    Registration
    Statement on Form S-3

    Filed
    March 11, 2021

    File
    No. 333-254155

To
Whom It May Concern:

Lineage
Cell Therapeutics, Inc., a California corporation (the “Company”), respectfully requests pursuant to
Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on
Form S-3 (File No. 333-254155) be accelerated and that it be declared effective on March 19, 2021 at 4:00 p.m. Eastern Time, or
as soon as practicable thereafter.

    Sincerely,

    /s/
    Brian M. Culley

    Chief
    Executive Officer

    cc:

    Chase
    Leavitt, General Counsel, Lineage Cell Therapeutics, Inc.

    Steven
    M. Przesmicki, Esq., Cooley LLP

United States securities and exchange commission logo
March 16, 2021
Brian M. Culley
Chief Executive Officer
Lineage Cell Therapeutics, Inc.
2173 Salk Avenue, Suite 200
Carlsbad, CA 92008
Re:Lineage Cell Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 11, 2021
File No. 333-254155
Dear Mr. Culley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Metoyer at 202-551-6001 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven M. Przesmicki, Esq.

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VIA
EDGAR

May
6, 2020

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn:
Abby Adams

    RE:
    Lineage
    Cell Therapeutics, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-237975

Dear
Ms. Adams:

Lineage
Cell Therapeutics, Inc., a California corporation (the “Company”), respectfully requests pursuant to
Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on
Form S-3 (File No. 333-237975) be accelerated and that it be declared effective on May 8, 2020 at 4:00 p.m. Eastern Time, or as
soon as practicable thereafter.

    Sincerely,

    /s/
    Brandi L. Roberts

    Chief
    Financial Officer

    cc:

    Chase
    Leavitt, General Counsel, Lineage Cell Therapeutics, Inc.

    Steven
    M. Przesmicki, Esq., Cooley LLP

United States securities and exchange commission logo
May 6, 2020
Chase Leavitt, Esq.
General Counsel
Lineage Cell Therapeutics, Inc.
2173 Salk Avenue
Carlsbad, CA 92008
Re:Lineage Cell Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 1, 2020
File No. 333-237975
Dear Mr. Leavitt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Przesmicki, Esq.

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BioTime, Inc.

1010 Atlantic Avenue, Suite 102

Alameda, California 94501

June 26, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Dorrie Yale

Re:

BioTime, Inc.

Registration Statement on Form S-3

File No. 333-218807

Request for Acceleration

Acceleration Request

Request Date: June 28, 2017

Request Time: 9:30 a.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Yale:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioTime, Inc., a California corporation (the “Registrant”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-218807), to become effective at 9:30 a.m. Eastern Time on June 28, 2017, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”) of the Commission. The Registrant hereby authorizes Michael A. Hedge or Alexa M. Ekman of K&L Gates LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Michael A. Hedge at (949) 623-3519, or in his absence, Alexa M. Ekman at (949) 623-3603.

Sincerely,

BIOTIME, INC.

By:

/s/ Michael D. West, Ph.D.

Michael D. West, Ph.D.

Co-Chief Executive Officer

cc:

Russell Skibsted, BioTime, Inc.

Stephana Patton, BioTime, Inc.

Michael A. Hedge, K&L Gates LLP

Alexa M. Ekman, K&L Gates LLP

June 22, 2017
Michael West
Co-Chief Executive Officer
BioTime, Inc.
1010 Atlantic Avenue, Suite 102
Alameda, CA 94501
BioTime, Inc.
Registration Statement on Form S-3
Filed June 16, 2017
File No. 333-218807Re:
Dear Dr. West:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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BioTime, Inc.

1010 Atlantic Avenue, Suite 102

Alameda, California 94501

May 3, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:          Dorrie Yale

Re:

BioTime, Inc.

Registration Statement on Form S-3/A

File No. 333-217182

Request for Acceleration

Acceleration Request

Request Date: May 5, 2017

Request Time: 9:30 a.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Yale:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioTime, Inc., a California corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3/A (File No. 333-217182), to become effective at 9:30 a.m. Eastern Time on May 5, 2017, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Michael A. Hedge or Alexa M. Ekman of K&L Gates LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Michael A. Hedge at (949) 623-3519, or in his absence, Alexa M. Ekman at (949) 623-3603.

Sincerely,

BIOTIME, INC.

By:

/s/ Michael D. West, Ph.D.

Michael D. West, Ph.D.

Co-Chief Executive Officer

cc:

Russell Skibsted, BioTime, Inc.

Stephana Patton, BioTime, Inc.

Michael A. Hedge, K&L Gates LLP

Alexa M. Ekman, K&L Gates LLP

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May 2, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Dorrie Yale

Re:

BioTime, Inc.

Registration Statement on Form S-3

Filed April 6, 2017

File No. 333-217182

Dear Ms. Yale,

BioTime, Inc. (the “Company”) hereby provides the following information in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated April 17, 2017 (the “Comment Letter”). The Company’s responses are preceded by a reproduction of the corresponding Staff comments in italics as set forth in the Comment Letter.

In addition, we are concurrently filing Amendment No. 1 to the Registration Statement on Form S-3 (the “Amended Registration Statement”). If the Staff would like hard copies, please so advise and we would be happy to provide copies. All page number references contained in the Company’s responses below correspond to the page numbers in the Amended Registration Statement.

Form S-3 Filed April 6, 2017

Incorporation of Certain Information by Reference, page 28

1.

Please incorporate by reference into the S-3 and the prospectus supplement all 8-Ks filed since the end of your latest fiscal year, as required by Item 12(a)(2) of Form S-3. In this regard, we note that the Form 8-K filed on February 21, 2017 has not been incorporated by reference.

Company Response: The Company acknowledges the Staff’s comment and has revised the Amended Registration Statement accordingly.

General

2.

We note that you incorporate by reference your Form 10-K for the fiscal year ended December 31, 2016; however, the Form 10-K incorporates by reference information from your definitive proxy statement that has not yet been filed. Please note that we will not be in a position to accelerate the effective date of your registration statement until you have amended the Form 10-K to include Part III information or filed the definitive proxy statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Question 123.01 and Regulation S-K Question 117.05 for guidance.

Company Response: The Company acknowledges the Staff’s comment and advises the Staff that the Company’s definitive proxy statement was filed with the Commission on May 1, 2017 and is expressly incorporated by reference into the Amended Registration Statement.

If you have any questions or comments concerning these responses, please do not hesitate to call me at (949) 623-3519 or e-mail me at michael.hedge@klgates.com.

Sincerely,

/s/ Michael A. Hedge

Michael A. Hedge

K&L Gates LLP

cc:

Michael D. West, Ph. D., BioTime, Inc.

Russell Skibsted, BioTime, Inc.

Stephana Patton, BioTime, Inc.

April 17, 2017
Michael West
Co-Chief Executive Officer
BioTime, Inc.
1010 Atlantic Avenue, Suite 102
Alameda, CA 94501
BioTime, Inc.
Registration Statement on Form S-3
Filed April 6, 2017
File No. 333-217182Re:
Dear Mr. West:
        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.  If 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.
Form S-3 Filed April 6, 2017
Incorporation of Certain Information by Reference, page 28
Please incorporate by reference into the S-3 and the prospectus supplement all 8-Ks filed
since the end of your latest fiscal year, as required by Item 12(a)(2) of Form S-3.  In this
regard, we note that the Form 8-K filed on February 21, 2017 has not been incorporated
by reference.1.
General
We note that you incorporate by reference your Form 10-K for the fiscal year ended
December 31, 2016; however, the Form 10-K incorporates by reference information from
your definitive proxy statement that has not yet been filed.  Please note that we will not2.

Michael West
BioTime, Inc.
2 PageApril 17, 2017
be in a position to accelerate the effective date of your registration statement until you
have amended the Form 10-K to include Part III information or filed the definitive proxy
statement.  Please refer to Compliance and Disclosure Interpretations, Securities Act
Forms Question 123.01 and Regulation S-K Question 117.05 for guidance.
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
        Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
               Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Michael A. Hedge

Mail Stop 4720

January 20 , 2016

Russell Skibsted
Chief Financial Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: BioTime, Inc.
  Registration Statement on Form S-3
Filed  January 15, 2016
  File No.  333-209000

Dear Mr. Skibsted :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

In the event you request acceleration of the effective date of the pending regist ration
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 Commission from taking any action wit h 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 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.

Russell Skibsted
BioTime, Inc.
January 20 , 2016
Page 2

 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 their 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 registered securities .

Please  contact Irene J . Paik at 202-551-6553  or me at 202 -551-3675  with any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
Richard S. Soroko
Thompson, Welch, Soroko & Gilbert LLP
3950 Civic Center Drive, Suite 300
San Rafael, California  94903

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BIOTIME, INC.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

(510) 521-3390

January 21, 2016

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

BioTime, Inc.

Registration Statement on Form S-3

File No. 333-209000

Ladies/Gentlemen:

BioTime, Inc. (the “Company”) hereby requests that its Registration Statement on Form S-3, File No. 333-209000, be declared effective at 10:00 a.m. on January 25, 2016 or as soon thereafter as practicable.

The registrant acknowledges that:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 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.

Sincerely,

BioTime, Inc.

By:

s/Russell Skibsted

Chief Financial Officer

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 BIOTIME, INC.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

September 24, 2013

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

BioTime, Inc.

Registration Statement on Form S-3

File No. 333- 187710

Ladies/Gentlemen:

The undersigned registrant hereby requests that its Registration Statement on Form S-3, as amended, File No. 333- 187710, be declared effective at 9:30 a.m. on Friday, September 27, 2013, or as soon thereafter as practicable.

The registrant acknowledges that:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 BioTime, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·
BioTime, Inc. may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

s/Robert W. Peabody

Senior Vice President

Chief Operating Officer and

Chief Financial Officer

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LAW OFFICES

Thompson, Welch, Soroko & Gilbert llp

3950 CIVIC CENTER DRIVE, SUITE 300

SAN RAFAEL, CA  94903

(415) 448-5000

FACSIMILE

RICHARD S. SOROKO

(415) 448-5010

email: rsoroko@TWSGLAW.com

SAN FRANCISCO OFFICE

(415) 262-1200

August 21, 2013

Amy Reischauer, Esq.

Bryan Pitko, Esq.

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
BioTime, Inc.

Registration Statement on Form S-3

File No. 333-187710

Dear Ms. Reischauer and Mr. Pitko:

This letter is being submitted on behalf of BioTime, Inc. in response to your letter of July 26, 2013 regarding Registration Statement on Form S-3 (333-187710) filed on April 3, 2013.

Comment 1.

1. Please revise the cover page and disclosure in your prospectus to clarify that all offerings by Asterias under the registration statement are deemed primary “at-the market” offerings by BioTime, including the distribution of the Contribution Warrants to the holders of the Asterias Series A common stock. Accordingly, please revise your cover page and prospectus to remove all references to “resales” by Asterias.

We have revised the cover page of the prospectus and the disclosure in the Plan of Distribution on pages 60 and 61 to reflect that Asterias will be deemed an underwriter of the Contribution Warrants distribution, and to remove all references of “resales” by Asterias.  We note however, that the distribution of the Contribution Warrants to the holders of the Asterias Series A common stock does not appear to meet the definition of an “at-the-market offering” under SEC Rule 415, which defines such an offering as “an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price.”  There is no outstanding market for the Contribution Warrants, and these warrants will not be sold by Asterias, but instead will be distributed by Asterias to holders of its Series A common stock on a pro rata basis. Therefore only the sale of the BioTime common shares by Asterias is described as an at-the-market- offering.

Securities and Exchange Commission

August 21, 2013

Page 2

Comment 2.

2. Please revise your registration statement to identify Geron as a selling security holder and include the disclosure required by Item 507 of Regulation S-K with respect to Geron.

We have added disclosure to the Plan of Distribution section on pages 61 and 62 to include the information required by Item 507 of Regulation S-K with respect to Geron.

Please direct all correspondence and communications with respect to the Registration Statement to the undersigned.

Very truly yours,

s/Richard S. Soroko

Richard S. Soroko

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BioTime, Inc.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

(510) 521-3390

July 29, 2013

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:
BioTime, Inc.

Registration Statement on Form S-3

File No. 333-188066

Ladies/Gentlemen:

The undersigned registrant hereby requests that its Registration Statement on Form S-3, as amended, File No. 333-188066, be declared effective at 10:00 a.m. on July 31, 2013, or as soon thereafter as practicable.

The registrant acknowledges that:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 BioTime, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·
BioTime, Inc. may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

s/Robert W. Peabody

Senior Vice President

Chief Operating Officer and

Chief Financial Officer

July 26, 2013

Via E -Mail
Robert W. Peabody
Senior Vice President and Chief Financial Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

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

Dear Mr. Peabody :

We have limited our review of your registration statement to those issues we h ave
addressed in our comments.

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

1. Please revise the cover page and disclosure in your prospectus to clarify that all offerings
by Asterias un der the registration statement are deemed primary “at -the market” offerings
by BioTime, including the distribution of the Contribution Warrants to the holders of the
Asterias Series A common stock.  Accordingly, please revise your cover page and
prospectus  to remove all references to “resales” by Asterias.

2. Pleas e revise your registration statement to identify Geron as a selling security holder and
include the disclosure required by Item 507 of Regulation S -K with respect to Geron.

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.

Robert W. Peabody
BioTime, Inc
July 26, 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regi stration 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 Commission from taking any actio n 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 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 reques ts 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 their 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 review any amendment prior to the requested effective  date of the
registration statement.

Please contact Amy Reischauer at (202) 551 -3792, Bryan Pitko at (202) 551 -3203 or me
at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
Richard S. Soroko
Thompson, Welch, Soroko & Gilbert LLP
3950 Civic Center Drive, Suite 300
San Rafael, CA  94903

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LAW OFFICES

Thompson, Welch, Soroko & Gilbert llp

3950 CIVIC CENTER DRIVE, SUITE 300

SAN RAFAEL, CA  94903

(415) 448-5000

FACSIMILE

RICHARD S. SOROKO

(415) 448-5010

email: rsoroko@TWSGLAW.com

SAN FRANCISCO OFFICE

(415) 262-1200

June 27, 2013

Jennifer Regal, Special Counsel

Karen Ubell, Staff Attorney

Frank Wyman, Staff Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

BioTime, Inc.

Registration Statement on Form S-3

File No. 333-187710

Dear Ms. Regall, Ms. Ubell, and Mr. Wyman

This letter is being submitted on behalf of BioTime, Inc. in response to your letter of April 24, 2013 and our telephone discussion of May 2, 2013 regarding Registration Statement on Form S-3 (333-187710) filed by BioTime on April 3, 2013.

Comment 1.

“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 statements are required. Please refer to paragraphs 4-9 of ASC 805-10-55 and tell us the basis for your anticipated accounting treatment.”

The asset contribution transaction completed by Asterias is not an acquisition of a “business” pursuant to Rule 11-01(d) of Regulation S-X, and BioTime is therefore not required to include financial statements related to the transaction in accordance with Rule 3-05 of Regulation S-X.

The stem cell programs to be contributed by Geron were evaluated as to whether there is sufficient continuity of Geron’s stem cell operations prior to the transaction close so that disclosure of prior financial information is material to an understanding of future operations. There was a significant and distinct curtailment of stem cell related activities by Geron.  Geron ceased their stem cell research and development, publicly announcing this in a press release on November 14, 2011, and there has been no resumption of their stem cell programs or operations since then.  In addition, the lease of the cGMP (current Good Manufacturing Practice) compliant facility which housed Geron’s stem cell programs expired and the facility was decommissioned, and Geron sold a majority of its stem cell research equipment to third parties via an auction.

Securities and Exchange Commission

June 27, 2013

Page 2

The primary assets being acquired by Asterias consist of intellectual property, primarily patents and patent applications, none of which have yet been used by Geron to create any commercial products.   The only physical assets being acquired include capital equipment that was not sold at auction and raw materials and cell lines that had been produced for future studies. No employee base, trade names, or customer base is being contributed as part of the transaction.  Asterias is effectively acquiring intellectual property in this transaction.  BioTime also considered the nature of the revenue producing activities and whether such activities will remain the same as before the transaction.  Since all of the assets being acquired are development stage assets, there are currently no revenue producing activities, and Asterias has not yet fully developed the processes which will enable it to develop revenue producing activities.  Additionally, it has not been determined which of the former Geron stem cell programs Asterias will seek to develop or the order of priority in which Asterias will commence its product development efforts.  The choice and prioritization of products for development from the acquired assets, and the cost and developmental time required to develop such products, is not presently determinable due to many factors.  These factors include the unknown functional state of the transferred cells, cell lines and other biological reagents which cannot be determined until they are transferred to Asterias upon completion of the asset contribution.  Asterias plans to complete an analysis of third party competitive and alternative technology that may provide superior processes and methods of manufacturing the cell types assets contributed by Geron, and Asterias and BioTime will need to complete an analysis of products and technologies being developed by BioTime to determine whether any of those products or technologies may enhance or be substituted for any of the acquired Geron cell lines or technologies.  Given the state of development,  Asterias is unsure that the production techniques that were used by Geron will ultimately be those that will be revenue producing for Asterias.

BioTime did review ASC 805-10-55-4 to 55-9 as a basis for determining whether a business has or has not been acquired.

ASC 805-10-55 defines a business as follows: A business is an integrated set of activities and assets conducted and managed for the purpose of providing a return to investors. A business consists of (a) inputs, (b) processes applied to those inputs, and (c) resulting outputs that are used to generate revenues. To be capable of being conducted and managed for the purposes defined, an integrated set of activities and assets requires two essential elements—inputs and processes applied to those inputs, which together are or will be used to create outputs.

Below is a summary of BioTime’s evaluation of the guidance in ASC 805-10-55:

Securities and Exchange Commission

June 27, 2013

Page 3

ASC 805-10-55-4:

“A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. The three elements of a business are defined as follows:

a.  Input. Any economic resource that creates, or has the ability to create, outputs when one or more processes are applied to it. Examples include long-lived assets (including intangible assets or rights to use long-lived assets), intellectual property, the ability to obtain access to necessary materials or rights, and employees.

b.  Process. Any system, standard, protocol, convention, or rule that when applied to an input or inputs, creates or has the ability to create outputs.  Examples include strategic management processes, operational processes, and resource management processes. These processes typically are documented, but an organized workforce having the necessary skills and experience following rules and conventions may provide the necessary processes that are capable of being applied to inputs to create outputs.  Accounting, billing, payroll, and other administrative systems typically are not processes used to create outputs.

c.  Output. The result of inputs and processes applied to those inputs that provide or have the ability to provide a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.”

The significant assets contributed by Geron consist almost entirely of intangible assets, in the form of intellectual property relating to stem cells.  Beyond the intangibles to be acquired, Asterias will acquire a limited number of physical assets, which include research equipment and freezers which remained after Geron auctioned substantially all of their operational equipment. No Geron employees will be assumed or acquired as part of the transaction.

Regarding processes, no processes or operations will be acquired consistent with the definition in ASC 805-10-55-4. No organized workforce “having the necessary skills and experience following rules and conventions may provide the necessary processes that are capable of being applied to inputs to create outputs” will be acquired.  The asset contribution includes documentation regarding certain manufacturing procedures that would be of use by a stem cell concern, however it is BioTime’s estimation that these would be categorized as inputs rather than processes due to the lack of skilled employees accompanying such documentation, and the efforts necessary to effectively restart and implement such processes, especially in light of the time that has passed since the discontinuation of operations.

BioTime has determined that these assets fall exclusively under the category of inputs, and that no processes or outputs were acquired. While BioTime realizes that outputs are not required to conclude that a business has been acquired, the acquisition of inputs alone generally does not constitute a business.

Securities and Exchange Commission

June 27, 2013

Page 4

ASC 805-10-55-5:

“To be capable of being conducted and managed for the purposes defined, an integrated set of activities and assets requires two essential elements—inputs and processes applied to those inputs, which together are or will be used to create outputs. However, a business need not include all of the inputs or processes that the seller used in operating that business if market participants are capable of acquiring the business and continuing to produce outputs, for example, by integrating the business with their own inputs and processes.”

As discussed above, the contemplated acquisition of the stem cell assets is comprised entirely of inputs.  Some inputs could be considered processes with further development.  No outputs have as yet been produced from the acquired inputs, and Asterias will be expending significant efforts in developing ancillary inputs, hiring employees, acquiring additional equipment and facilities and developing processes necessary for the development of its output (commercially viable stem cell products). The Geron assets do not constitute a business and any alternate market participant acquiring these assets would have to undertake substantial development of ancillary inputs and processes to integrate them into a business.

ASC 805-10-55-6:

“The nature of the elements of a business varies by industry and by the structure of an entity’s operations (activities), including the entity’s stage of development. Established businesses often have many different types of inputs, processes, and outputs, whereas new businesses often have few inputs and processes and sometimes only a single output (product). Nearly all businesses also have liabilities, but a business need not have liabilities.”

As described in our discussion under ASC 80-10-55-4, BioTime concluded that only inputs are present as the assets do not include sufficient processes or outputs to constitute a business.  Although the Asset Contribution Agreement indicates that assets and liabilities will be acquired, Asterias will only assume liabilities specifically defined in the Asset Contribution Agreement.  Asterias will not assume trade payables and similar obligations, facility or equipment leases, or liabilities with respect to employees of Geron for severance pay, termination pay, redundancy pay, and accrued vacation, paid time off or similar benefits in connection with the transaction.

ASC 805-10-55-7:

“An integrated set of activities and assets in the development stage might not have outputs. If not, the acquirer should consider other factors to determine whether the set is a business.

Securities and Exchange Commission

June 27, 2013

Page 5

Those factors include, but are not limited to, whether the set:

a.  Has begun planned principal activities

b.  Has employees, intellectual property, and other inputs and processes that could be applied to those inputs

c.  Is pursuing a plan to produce outputs

d.  Will be able to obtain access to customers that will purchase the outputs.

Not all of those factors need to be present for a particular integrated set of activities and assets in the development stage to qualify as a business.”

At the time the assets are contributed from Geron they will be considered to be in the development stage and will not have yet produced any outputs.  Geron’s stem cell research and clinical programs are essentially dormant, having been discontinued by Geron in November 2011, and Asterias will not begin its principal activities until it evaluates the assets contributed.  No employees are being assigned as part of the transaction.  Intellectual property and other inputs were in development, but as previously described, several factors, including (a) the length of time that has elapsed since the programs were discontinued, (b) the lack of an organized workforce, (c) the lack of equipment and research and production facilities, and (d) the fact that processes that could be applied to those inputs have not been sufficiently developed,  prevent the assets from constituting an “integrated set of activities and assets” even in the development stage.  The ability to obtain customers to purchase outputs is considerably constrained by the fact that no outputs have been produced and by the discontinuation of the programs by Geron over 19 months ago.  Moreover, and perhaps most importantly, the development of therapeutic products, which was the goal of Geron’s stem cell programs, will require substantial additional research and development as well as human clinical trials and ultimately FDA or foreign regulatory approval, which if attained, will largely or entirely be the result of Asterias’ efforts rather than Geron’s.  Geron had only two products in FDA clinical trials, but both were early stage trials involving only a small number of patients.  Asterias has not determined whether to even continue to develop one of those applications (spinal cord therapy).  This analysis is in line with BioTime’s conclusion that the assets acquired do not constitute a business.

ASC 805-10-55-8:

“Determining whether a particular set of assets and activities is a business should be based on whether the integrated set is capable of being conducted and managed as a business by a market participant. Thus, in evaluating whether a particular set is a business, it is not relevant whether a seller operated the set as a business or whether the acquirer intends to operate the set as a business.”

Based on the discussion in previous sections, BioTime concluded that the assets (intellectual property, a small amount of equipment, with no facilities or personnel) consisting primarily of inputs, lack sufficient activities and processes around them to constitute a business. Geron’s stem cell programs had not yet achieved sufficient conditions to be considered a business under the standards of ASC 805-10-55.  Asterias intends to utilize these acquired assets in a business, but not without substantial further process development using its own facilities, equipment, and personnel.  BioTime believes the Geron assets when combined with Asterias’ future efforts, and Asterias’ own facilities, equipment, and personnel, would constitute a business but could not be considered as such without those items.

Securities and Exchange Commission

June 27, 2013

Page 6

ASC 805-10-55-9:

“In the absence of evidence to the contrary, a particular set of assets and activities in which goodwill is present shall be presumed to be a business. However, a business need not have goodwill.”

BioTime does not expect that Asterias will acquire goodwill as part of the transaction.  In this regard, Asterias will not acquire the right to use any of Geron’s trade names or trademarks, and Geron has no marketable products that could be a source of goodwill.

Comment 2.

“2. We note that to comply with the Securities Act of 1933, any sale, offering or distribution of securities must be registered or 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

C. The Contr

April 29, 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 22, 2013
  File No.  333-188066

Dear Mr. Garcia :

We have limited our review of your registration statement to those issues we have
addressed in our comments.

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

General

1. We note that the company’s Form S -3 filed April 3, 2013 (File No. 333-187710) is
currently under r eview by the staff.  Please note that we will not be in a position to
accelerate the effectiveness of your registration statement until comment number 1 as set
forth in our letter dated April 24, 2013 regarding the inclusion of financial statements that
comply with Rule 3 -05 of Regulation S -X is resolved .

Incorporation of Certain Information by Reference, page 39

2. 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 discl osure
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

Peter S. Garcia
BioTime, Inc.
April 2 9, 2013
Page 2

 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 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 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 their 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 review any amendment prior to the requested effective date of  the
registration statement.

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 questions.

Sincerely,

 /s/ Jeffrey P.  Riedler

Jeffrey P. Riedler
Assistant Director

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

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

April 3,  2013

Via E -mail
Michael D. West
Chief Executive Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, CA  94502

Re: BioTime, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 5, 2013
File No. 001 -12830

Dear Mr. West :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Diane Frankle
 Kaye Scholer LLP

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Diane Frankle

650.319.4518

diane.frankle@kayescholer.com

Two Palo Alto Square

Suite 400

3000 El Camino Real

Palo Alto, California  94306-2112

650.319.4500

Fax 650.319.650.319.4700

www.kayescholer.com

April 2, 2013

Jeffrey P. Riedler, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-3628

Re:

BioTime, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 5, 2013

File No. 001-12830

Dear Mr. Riedler

On behalf of BioTime, Inc. (the “Company”), set forth below is a response to your comment letter dated March 13, 2013 with respect to the Company’s Preliminary Proxy Statement referenced above (the “Proxy Statement”).

For your convenience, we will provide the staff supplementally via email with a copy of Amendment No. 1 to the Proxy Statement (the “Amendment”), which is being filed with the Commission today, that has been marked to show changes from the original filing.

For your convenience, the text of the Staff’s comment is set forth in bold below, followed by the response.

Comment: Articles Amendment Proposal.  We note your disclosure on page 54 that, with respect to possible issuance of the newly authorized shares of common stock in business or asset acquisition transactions, that you are “not a party to any present agreement, plan or arrangement to do so as of the date of this Proxy Statement.”  Please expand your disclosure to indicate on a broader, more general basis that, except as disclosed in the proxy with respect to the Asset Contribution Transaction and the BioTime Financing, you do not presently have any agreements, commitments or arrangements regarding the newly authorized shares.  Alternatively, if any plans exist, please disclose all material information.

Response: We have added the following statement in the Proxy Statement Amendment to address this comment:

Jeffrey P. Riedler

- 2 -

April 2, 2013

“Except as disclosed in the Proxy Statement with respect to the issuances of the Contribution Shares, any Expense Reimbursement Shares, any Substituted Shares, and the Contribution Warrants in the Asset Contribution Transaction, we do not presently have any agreements, commitments or arrangements regarding any of the 50,000,000 Common Shares or 1,000,000 Preferred Shares that would be newly authorized under the Articles Amendment Proposal. We have already authorized the shares to be issued in the second tranche of the BioTime Financing, which we expect to close on April 10, 2013.”

On behalf of the Company, we acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*                      *                      *

We hope that the response adequately addresses your comment.  If  you have any further questions or comments concerning the Amendment, please do not hesitate to contact Diane Holt Frankle at (650) 319-4518 or diane.frankle@kayescholer.com or Joseph Berkowitz at (650) 319-4509 or joseph.berkowitz@kayescholer.com.

Sincerely,

/s/ Diane Holt Frankle

Diane Holt Frankle

cc:

Peter Garcia

Chief Financial Officer

BioTime, Inc.

1301 Harbor Bay Parkway, Suite 100

Alameda, CA 94502

pgarcia@biotimemail.com

Richard S. Soroko, Esq.

Thompson, Welch, Soroko and Gilbert LLP

235 Pine Street, 13th Floor

San Francisco, California 94104

rsoroko@twsglaw.com

March 13, 2013

Via E -mail
Michael D. West
Chief Executive Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, CA  94502

Re: BioTime, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 5, 2013
File No. 001 -12830

Dear Mr. West :

We have reviewed your filing an d have the following comment .

Please respond to this letter by amending your filing  or providing the requested
information.   If you do not believe our comment applies  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 filing and the information you provide in
response to our c omment , we may have  additional comments.

Articles Amendment Proposal, page 53

1. We note your disclosure on page 54 that, with respect to possible issuance of the newly
authorized shares of common stock in business or asset acquisition transactions, that you
are “not a party to any present agreement, plan or arrangement to do so as of the date of
this Proxy Statement.”  Please expand your disclosure to indicate on a bro ader, more
general basis that, except  as disclosed in the proxy with resp ect to the Asset Contribution
Transaction and the BioTime Financing, you do not have any agreements, commitments
or arrangements regarding the newly authorized shares .  Alternatively, if any plans exist,
please disclose all material information.

We urge a ll 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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and it s 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.

Michael D. West
BioTime, Inc.
March 13, 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the fi ling; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Karen Ubell, Staff Attorney , at (202) 551 -3873, Daniel Greenspan, Legal
Branch Chief, at (202) 551 - 3623  or me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

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

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BIOTIME, INC.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

(510) 521-3390

January 8, 2013

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

BioTime, Inc.

Post-Effective Amendment No. 3

Registration Statement on Form S-3

File No. 333-183557

Ladies/Gentlemen:

The undersigned registrant hereby requests that Post-Effective Amendment No. 3 to its Registration Statement on Form S-3, File No. 333-183557, be declared effective at 9:30 a.m. on January 11, 2013, or as soon thereafter as practicable.

The registrant acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 BioTime, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

BioTime, Inc. 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.

Sincerely,

s/Peter S. Garcia

Chief Financial Officer

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LAW OFFICES

THOMPSON, WELCH, SOROKO & GILBERT LLP

235 PINE STREET, SUITE 1300

SAN FRANCISCO, CA 94104-2733

(415) 262-1200

FACSIMILE

RICHARD S. SOROKO

(415) 262-1212

email: rsoroko@TWSGLAW.com

SAN RAFAEL OFFICE

(415) 448-5000

December 21, 2012

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:  Johnny Gharib

Re:

BioTime, Inc.

Post-Effective Amendment No. 3 to Registration Statement on Form S-3

(SEC File No. 333-183557)

Dear Mr. Gharib:

This letter accompanies Post-Effective Amendment No. 3 (“Amendment”) to Registration Statement on Form S-3 No. 333-183557 filed by BioTime, Inc.  The Amendment responds to the comments contained in your letter of November 30, 2012 and those provided by telephone call.  This letter explains our responses and where you may find revised disclosure in the Amendment.

Comment 1

We have made changes on the cover page of the Prospectus Supplement, in the summary on page S-2, and in the Sale of Shares and Plan of Distribution section on page S-7 stating that the Prospectus Supplement pertains to a primary at-the-market offering by BioTime, and that Cell Cure Neurosciences is a statutory underwriter.

Exhibit 5.1

We have re-filed our legal opinion.

Other Revisions

BioTime has updated the recent market price of its common shares shown on the cover page of the Prospectus Supplement.

Securities and Exchange Commission

December 21, 2012

Page 2

The Dilution section and corresponding Risk Factor on pages S-5 and S-6 have been revised based on a more current closing price of BioTime common shares.

BioTime has updated the list of Current Reports on Form 8-K incorporated by reference on page S-10.

Please direct all correspondence and communications with respect to the Registration Statement to the undersigned.

Very truly yours,

s/Richard S. Soroko

Richard S. Soroko

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LAW OFFICES

THOMPSON, WELCH, SOROKO & GILBERT LLP

3950 CIVIC CENTER DRIVE, SUITE 300

SAN RAFAEL, CA  94903

(415) 448-5000

FACSIMILE

RICHARD S. SOROKO

(415) 448-5010

email: rsoroko@TWSGLAW.com

SAN FRANCISCO OFFICE

(415) 262-1200

December 7, 2012

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

BioTime, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form S-3

(SEC File No. 333-183557)

Ladies/Gentlemen:

This letter accompanies Post-Effective Amendment No. 2 to Registration Statement on Form S-3 No. 333-183557 filed by BioTime, Inc.   This amendment responds to staff comments, as explained in the enclosed letter.

Please direct all correspondence and communications with respect to the Registration Statement to the undersigned.

Very truly yours,

s/Richard S. Soroko

Richard S. Soroko

LAW OFFICES

THOMPSON, WELCH, SOROKO & GILBERT LLP

3950 CIVIC CENTER DRIVE, SUITE 300

SAN RAFAEL, CA  94903

(415) 448-5000

FACSIMILE

RICHARD S. SOROKO

(415) 448-5010

email: rsoroko@TWSGLAW.com

SAN FRANCISCO OFFICE

(415) 262-1200

December 7, 2012

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:  Johnny Gharib

Re:

BioTime, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form S-3

(SEC File No. 333-183557)

Dear Mr. Gharib:

This letter accompanies Post-Effective Amendment No. 2 (“Amendment”) to Registration Statement on Form S-3 No. 333-183557 filed by BioTime, Inc.  The Amendment responds to the comments contained in your letter of November 30, 2012.  This letter explains our responses and where you may find revised disclosure in the Amendment.

Comment 1

Per our conversion, the Amendment includes the original master prospectus in addition to the Prospectus Supplement.  No changes have been made to the master prospectus.  All revisions may be found in the Prospectus Supplement, as well as certain changes in Part II.

The cover page of the Prospectus Supplement states that the shares included in the Prospectus Supplement will be issued to Cell Cure Neurosciences under a Share Purchase Agreement, and that Cell Cure Neurosciences is an underwriter with regard to the offer and sale of those shares for its account.

Comment 2

The shares have not yet been issued and will not be issued by BioTime until the Amendment is effective.

Securities and Exchange Commission

December 7, 2012

Page 2

We have revised the Offering Summary on page S-2, as well as the first paragraph of the discussion under Resale of Shares on page S-7, and the paragraph preceding the table on page S-8, to reflect the fact that the shares have not yet been issued.

Comment 3

We have not revised our legal opinion filed as Exhibit 5.1 because the shares have not yet been issued to Cell Cure Neurosciences.

Other Revisions

BioTime has updated the recent market price of its common shares shown on the cover page of the Prospectus Supplement.

The Dilution section and corresponding Risk Factor on pages S-5 and S-6 have been revised based on a more current closing price of BioTime common shares.

BioTime has updated the list of Current Reports on Form 8-K incorporated by reference on page S-10.

The Share Purchase Agreement has been added as an exhibit in Item 16 of Part II and is incorporated by reference to BioTime’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

Please direct all correspondence and communications with respect to the Registration Statement to the undersigned.

Very truly yours,

s/Richard S. Soroko

Richard S. Soroko

November 30, 2012

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

Re: BioTime, Inc.
  Post-Effective Amendment No. 1 to Form S -3
Filed November 21, 2012
  File No. 333 -183557

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.

1. It appears that the offering you are registering is a primary at -the market offering
whereby the registrant’s common shares are issued to Cell Cure, a majority -owned
subsidiary and statutory underwriter, who then will offer such shares to the public
through a registered broker dealer.  Given the identity of interest between the
registrant and Cell Cure, Rule 415(a)(1)(i) under the Securities Act is not available to
register  the offering.  See Question 212 .15 of the staf f’s Securities Act Rules
Compliance and Disclosure Interpretations.  It appears that Rule 415(a)(1)(x), rather
than Rule 415(a)(1)(i), is applicable to your offering.  Accordingly, please revise your
prospectus supplement cover page and disclosure elsewher e in the prospectus
supplement to identify this offering as a primary offering by BioTime with Cell Cure
acting as an underwriter, rather than a “resale” or secondary registration.

2. Please revise your disclosure in the prospectus supplement to clarify wh ether
BioTime has already issued shares to Cell Cure pursuant to the Share Purchase
Agreement entered into on November 1, 2012.

Peter S. Garcia
BioTime, Inc.
November 30, 2012
Page 2

3. We note that your legal opinion as filed as Exhibit 5.1 opines as to the legality of the
shares when issued and sold pursuant t o the Share Purchase Agreement.  To the
extent that such shares have already been issued to Cell Cure, please file a revised
legal opinion which reflects that such shares have been issued to Cell Cure.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration statement please pro vide 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 Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness 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 acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their 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 review any amendment prior to the requested effective date of the
registration statement.

Peter S. Garcia
BioTime, Inc.
November 30, 2012
Page 3

 Please contact Joh nny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623  or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Richard S. Soroko, Esq.
 Thompson, Welch, Soroko & Gilbert LLP
 3950 Civic  Center Drive, Suite 300
 San Rafael, California 94903

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BIOTIME, INC.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

(510) 521-3390

August 15, 2012

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

BioTime, Inc.

Registration Statement on Form S-3

File No. 333-182964

Ladies/Gentlemen:

The undersigned registrant hereby requests that its Registration Statement on Form S-3, as amended, File No. 333-182964, be declared effective at 10:30 a.m. on August 17, 2012, or as soon thereafter as practicable.

The registrant acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 BioTime, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

BioTime, Inc. 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.

Sincerely,

s/Peter S. Garcia

Chief Financial Officer

August 9, 2012

Via E -mail
Ms. Judith Segall
Vice -President and Secretary
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, CA 94502

Re: BioTime, Inc.
  Registration Statement on Form S-3
Filed  July 31, 2012
  File No.  333-182964

Dear Ms. Segall :

We have limited our review of your registration statement to those issues we have
addressed in our comments.

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

Registration Statement on Form S -3

1. We note that you own 77 percent of LifeMap  Sciences, Inc., a subsidiary of your
company and also a selling stockholder.  Please revise your filing to identify  LifeMap
Sciences, Inc. as an underwriter.  This disclosure should be included on the Prospectus
Cover Page and in the Plan of Distribution.

2. You indicate in Item 16: Exhibits that the consent of Rothstein Kass is filed as exhibit
23.1 to your registration statement.  However, it does not appear that the auditor’s
consent has been filed.  In your next amendment, please file the auditor’s con sent as
exhibit 23.1.

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

Ms. Judith Segall
BioTime, Inc.
August 9, 2012
Page 2

 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 accel eration 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 n ot foreclose the 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 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 their respective responsibilities under
the Securities Act o f 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 review any amendment prior to the requested effective date of the
registration statement.

You may contact Rose Zukin at (202) 551 -3239, Bryan Pitko at (202) 551 -3203 , or me at
(202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Richard S. Soroko, Esq.
Thompson, Welch, Soroko & Gilbert LLP
3950 Civic Center Drive, Suite 300
San Rafael, CA 94903

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BIOTIME, INC.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

(510) 521-3390

August 3, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Mr. Rosenberg:

This letter is provided pursuant to your comment letter dated July 27, 2010 concerning the above-referenced Form 10-K and Proxy Statement.  BioTime acknowledges that:

·

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

·

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

s/Robert W. Peabody

Senior Vice President,

Chief Operating Officer and

Chief Financial Officer

January  13, 2011

Dr. Michael D. West, PhD.
Chief Executive Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: BioTime, Inc.
0B Form 10- K for the Fiscal Year E nded December 31, 2009
Definitive Proxy Statement
Filed April 30, 2010 File No. 001 -12830

Dear D r. West :

We have reviewed your January 12, 2011 response  to our January 7 , 2011 comment letter
and have the following comment.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. Where a comment
requests you to revise disclosure, the information you provide should show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it. If you do not believe a co mment applies to your facts and
circumstances, please tell us why in your response. Please furnish us a letter on EDGAR under
the form type label CORRESP that keys your responses to our comments.

After reviewing the information provided, we may raise addi tional comments and/or
request that you amend your filings.

Management’s Discussion and Analysis of Financial Condition and R esults of Operations

Notes to the Consolidated Financial Statements

5. Royalty Obligations and Deferred License Fees, page 59

1. Please refer to prior comment one. Your response indicate s that  “it is conceivable that
some licensed technology may continue to be used in BioTime research and
development” and your disclosure in Note 5 states  that the licensed patents and
technologies are used in your research and development.  Since the licensed technology
appears to be used in your research and development activities, it is unclear why you have not begun to amortize these license fees.  Please explain your basis in the literature for not  amortizing these assets while they are being used.  Also, tell us whether the

Dr. Michael D. West, PhD.
BioTime, Inc.
January 13, 2011
Page 2

license patents and technologies were ready for use at the acquisition date and explain your basis for concluding that none of the economic benefits associated with the se assets
would be  consumed or other wise used up until products beca me available f or sale to the
general public.
 You may contact Frank Wyman, Staff Accountant at (202) 551- 3660, or Lisa Vanjoske,
Assistant Chief Accountant at (202) 551- 3614, if you have questions regarding these comments.
In this regard, do not hesitate to contact me, at (202) 551- 3679.

Sincerely,

 Jim B. Rosenberg Senior Assistant Chief Accountant

January  20, 2011
  Dr. Michael D. West, PhD.
Chief Executive Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502
Re: BioTime, Inc.
0B Form 10- K for the Fiscal Year E nded December 31, 2009
Definitive Proxy Statement
Filed April 30, 2010
File No. 001 -12830

Dear D r. West :

We have completed our review of your Form10- K and related filings and have no further
comments at this time.

Sincerely,

Melissa Rocha
Accounting Branch Chief

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BIOTIME, INC.

1301 Harbor Bay Parkway, Suite 100

Alameda, California 94502

(510) 521-3390

January 19, 2011

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Registration Statement on Form S-3

File No. 333-167822

Ladies/Gentlemen:

The undersigned registrant hereby requests that its Registration Statement on Form S-3, as amended, File No. 333-167822, be declared effective at 2:00 p.m. January 21, 2011, or as soon thereafter as practicable.

The registrant acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 BioTime, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

BioTime, Inc. may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

s/Robert W. Peabody

Senior Vice President,

Chief Operating Officer, and

Chief Financial Officer

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LAW OFFICES

THOMPSON, WELCH, SOROKO & GILBERT LLP

201 TAMAL VISTA BLVD.

CORTE MADERA, CA  94925

(415)  927-5200

 FACSIMILE

 (415) 927-5210

 email: rsoroko@LTWS.com

 SAN FRANCISCO OFFICE

 (415) 262-1200

January 14, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Mr. Rosenberg:

In response to our letter of January 12, 2011, you questioned whether BioTime should have deferred amortizing the license fees paid to acquire certain technologies, if the technologies are being used in BioTime’s research and development programs.  BioTime planned to begin to amortize the deferred license fees when products produced or services provided using the licensed technology become available for sale to the general public, and to amortize the deferred license fees over the economic useful life of the technology, in accordance with ASC 985-20.  Under the accounting procedures that BioTime followed, no portion of the deferred license fees were amortized during 2009 and 2008 because during those years BioTime did not sell any products produced using those technologies.

You have expressed the view that amortization should have commenced during the years in which BioTime acquired the right to use the technologies.  Under your view, ASC 350-30-35 requires amortization to include periods in which technology is being used in research and development on the basis that the benefits of the technology are being “consumed” by the company in the course of its research and development activities, even if products have not yet been commercialized.

As explained in our letter of January 4, 2010, the deferred license fees reflected in BioTime’s financial statements pertain largely to technology acquired under four agreements.  (1) patents and cell lines licensed from the Wisconsin Alumni Research Foundation; (2) patents and know-how licensed from Advanced Cell Technology, Inc. pertaining to chromatin transfer and induced pluripotent stem cell technology, and certain other purposes; (3) patents belonging to an affiliate of Kirin Brewing and sublicensed to BioTime from Advanced Cell Technology, Inc.; and (4) patents and know-how licensed from Advanced Cell Technology, Inc. pertaining to the generation of progenitor cells (the “ACTCellerate Technology”).  BioTime plans to use all of these technologies to produce products that can be sold, or processes that can be licensed to third parties, although in most cases BioTime will need to conduct research and development work to create those products or processes.  The ACTCellerate Technology license included rights to more than 100 progenitor cell lines that had already been produced by the licensor, and BioTime also acquired from another party the right to use certain embryonic stem cells that carry genetic diseases.  BioTime has now commenced sales of some of those cell lines, although it took time to study and more fully characterize the cell lines acquired.  Although ACTCellerate Technology might be characterized as “production” technology for certain current products, it is also being used in a research and development project focused on developing industrial scale capability to produce highly purified progenitor cells, so in that respect it might be characterized as being used in research and development.

Securities and Exchange Commission

January 14, 2011

Page 2

BioTime will agree to change its accounting procedure for its acquired technologies, and to amortize its deferred license fees commencing in the year in which the technologies were acquired and used in research and development.  Amortization will be done on the basis of the estimated useful lives of the technologies.  The estimation of the useful life of any technology involves a significant degree of inherent uncertainty, since the outcome of research and development or the commercial life of a new product cannot be known with certainty at the time technology is acquired.  On an annual basis, BioTime will review the net reporting value of these intangible assets for impairment that might occur earlier than the original expected useful lives.

For purposes of amortization, BioTime intends to use a 10 year estimated useful life of the current licensed technologies.  BioTime believes that this time period is a conservative estimate, given that the technologies and any products developed may prove to be commercially viable for a long period of time.  Estimated useful lives of any other technologies that BioTime may acquire in the future may differ.

Enclosed with this letter is a preliminary draft of a portion of certain footnotes to BioTime’s financial statements that BioTime plans to include in its Annual Report on Form 10-K for the year ended December 31, 2010, explaining its change in accounting procedures for the amortization of deferred license fees, the impact that the change would have had for the years ended December 31, 2008 and 2009, and the impact of the correction of the error on the 2010 research and development expense reflected in the statement of operations.  The amounts shown in the draft notes are preliminary estimates rather than definitive amounts, but the actual amounts are not expected to be materially different.  The effect of the correction will also be explained in Management’s Discussion and Analysis.

BioTime believes that the use of its previous amortization procedures did not have a material impact on its results of operations or other financial statement information for the years 2008 and 2009.  Had BioTime commenced amortization of license fees in the years BioTime acquired rights to use the licensed technologies, total research and development expenses would have increased by approximately $35,800 for 2008, and $85,400 for 2009, based on the 10 year estimated useful lives of the technologies, applied on a monthly basis following BioTime’s acquisition of the technology and product licenses.  Without taking amortization into account, total research and development expenses for 2008 and 2009 were $1,725,187 and $2,968,987, respectively, total expenses were $4,326,424 and $5,445,434, respectively, and BioTime’s losses were $3,780,895 and $5,143,909, respectively, as reported in BioTime’s Form 10-K.  Accordingly, amortization of deferred license fees would have resulted in increases of only 2% and 2.8% in research and development costs, increases of only 0.8% and 1.5% in total expenses, and increases of only 0.9% and 1.6% to BioTime’s net losses, for 2008 and 2009.  Net loss per share would not have been affected.

Securities and Exchange Commission

January 14, 2011

Page 3

    In keeping with SAB 99, BioTime has also considered non-quantitative factors in determining that the impact of deferring amortization was not material.  BioTime considered the fact that investors and analysts place greater weight on cash flow analysis or company cash “burn rates” than on net losses in analyzing biotechnology companies that are in the research and development phase.  The cash payments made by BioTime to acquire licenses of the technologies and products are reflected in BioTime’s statements of cash flows for 2008 and 2009, and are also disclosed in Note 5 to the Financial Statements and in the textual portion of the 10-K.  Previous disclosure of the license fees was also made in current reports on Form 8-K and quarterly reports on Form 10-Q.  So the total mix of information provided by BioTime included the out-of-pocket cost of licensing the technologies and products.  Moreover, as previously noted, amortization itself is an inherently uncertain estimate of the useful lives of the technologies, and is subject to change based on future events that cannot be predicted.

    We would also like to point out that BioTime’s choice to defer amortization until the commercialization of products or earlier impairment of a licensed technology was not an intentional disregard of applicable accounting standards, but rather was a good faith application of both ASC 985-20 and ASC 350-30-35.

    Kindly let us know if you concur with the foregoing.

Very truly yours,

s/Richard S. Soroko

Richard S. Soroko

DRAFT PROVISIONS FOR NOTES TO FINANCIAL STATEMENTS

Note 2.  Summary of Significant Accounting Policies

Deferred License Fees. BioTime amortizes deferred license fees over the estimated useful lives of the licensed technologies or licensed research products.  The estimation of the useful life any technology or product involves a significant degree of inherent uncertainty, since the outcome of research and development or the commercial life of a new product cannot be known with certainty at the time that the right to use the technology or product is acquired.  On an annual basis, BioTime will review the net reporting value of these intangible assets for impairment that might occur earlier than the original expected useful lives.

Note 5.  Royalty Obligation and Deferred License Fees

BioTime amortizes deferred license fees over the estimated useful lives of the licensed technologies or licensed research products.  BioTime is applying a 10 year estimated useful life to the technologies and products that it is currently licensing.  The estimation of the useful life any technology or product involves a significant degree of inherent uncertainty, since the outcome of research and development or the commercial life of a new product cannot be known with certainty at the time that the right to use the technology or product is acquired.  On an annual basis, BioTime will review the net reporting value of these intangible assets for impairment that might occur earlier than the original expected useful lives.

BioTime did not amortize deferred license fees during the years ended December 31, 2008 and 2009 on the basis that sales of products under the licenses had not yet begun.  Because BioTime has modified its procedure for amortizing deferred license fees for the year ended December 31, 2010, certain differences resulted in BioTime’s research and development expenses, total expenses, and net loss for the year ended December 31, 2010 as compared to the years ended December 31, 2008 and 2009.  BioTime treated those differences as a correction of an error totaling $35,800 for 2008, and $85,400 for 2009.  BioTime does not believe that those differences were material to its results of operations for those prior years.  Because we did not record the affect of that error in our financial statements for the years ended December 31, 2008 and 2009 due to the immaterial impact on those financial statements, we have recorded in research and development expenses for 2010 an additional $121,200, representing the amortization amounts not previously recorded in 2008 and 2009.

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LAW OFFICES

THOMPSON, WELCH, SOROKO & GILBERT LLP

201 TAMAL VISTA BLVD.

CORTE MADERA, CA  94925

(415)  927-5200

 FACSIMILE

 (415) 927-5210

 email: rsoroko@LTWS.com

 SAN FRANCISCO OFFICE

 (415) 262-1200

January 12, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Mr. Rosenberg:

In response to our letter of January 4, 2011, you asked that BioTime refer you to the technical guidance that they will follow in amortizing deferred license fees.  BioTime will begin to amortize the deferred license fees when products produced or services provided using the licensed patents or technology become available for sale to the general public, and the deferred license fees will be amortized over the economic useful life of the patent or technology.  In accordance with ASC 985-20, “cost capitalization ceases when the product is available for general release to customers” and those costs “are amortized on a product-by-product basis, starting when the product is available for general release to customers.”

BioTime will amortize the deferred license fees in accordance with the parameters set forth in ASC 350-30-35, most specifically:

35-1 “The accounting for a recognized intangible asset is based on its useful life to the reporting entity.”

35-2 “The useful life of an intangible asset to an entity is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of that entity.”

35-6 “A recognized intangible asset shall be amortized over its useful life to the reporting entity unless that life is determined to be indefinite.  If an intangible asset has a finite useful life, but the precise length of that life is not known, that intangible asset shall be amortized over the best estimate of its useful life.  The method of amortization shall reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up.  If that pattern cannot be reliably determined, a straight-line amortization method shall be used.”

Securities and Exchange Commission

January 12, 2011

Page 2

Generally, the useful life of technology used in the production of products will be measured by the economic life of those products.  Where multiple products are produced using the same technology, the useful life of the technology will continue so long as BioTime is realizing the economic benefit of the technology through the sale of a product.  Amortization will be done in equal annual amounts based on the useful life of the technology rather than based upon the number of products marketed.  BioTime will review its amortization schedule for impairments that might occur earlier than the original expected useful life.

It is conceivable that some licensed technology may continue to be used in BioTime research and development even after all products previously produced with that technology are no longer being marketed.  That could occur if the initial products turn out to have a shorter market life than was originally expected.  In that case, BioTime may need to estimate the remaining useful life of the technology for the purpose of determining the period over which it is expected to contribute directly or indirectly to future cash flows, consistent with 350-30-35-2 and 35-6.

By way of example, applying a 10 year estimated useful life to BioTime’s licenses of the ACTCellerate technology and WARF patents, amortization of the deferred license fees paid for those licenses would be approximately $27,000 in 2010.  However, BioTime did not have revenues from sales of those products during 2009 or 2008, so it did not amortize any portion of the license fees paid in those years.

Please direct all correspondence and communications with respect to the foregoing to the undersigned.

                      Very truly yours,

                      s/Richard S. Soroko

                      Richard S. Soroko

CORRESP
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LAW OFFICES

THOMPSON, WELCH, SOROKO & GILBERT LLP

201 TAMAL VISTA BLVD.

CORTE MADERA, CA  94925

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 FACSIMILE

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 email: rsoroko@LTWS.com

 SAN FRANCISCO OFFICE

 (415) 262-1200

January 4, 2011

Ms. Lisa Vanjoske

Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Ms. Vanjoske:

In response to our letter of December 17, 2010, you asked that BioTime explain how they applied ASC 730-10-25-2c to their accounting treatment of deferred license fees.  That provision provides that

“The costs of intangible assets that are purchased from others for use in research and development activities and that have alternative future uses (in research and development projects or otherwise) shall be accounted for in accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets. The amortization of those intangible assets used in research and development activities is a research and development cost.  However, the costs of intangibles that are purchased from others for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values are research and development costs at the time.”

The thrust of this provision is that the cost of acquiring technology from third parties should be expensed if it has no use other than in a specific research project, but if the technology has broader applications it should be amortized.  As explained below, the technologies acquired by BioTime have uses that are not limited to a single research project, nor were those technologies acquired for use in a singular project, and therefore it was proper for BioTime to amortize rather than expense those costs.

Securities and Exchange Commission

January 4, 2011

Page 2

The deferred license fees reflected in BioTime’s financial statements pertain largely to technology acquired under four agreements.  (1) patents and cell lines licensed from the Wisconsin Alumni Research Foundation (the “WARF Patents”); (2) patents and know-how licensed from Advanced Cell Technology, Inc. pertaining to chromatin transfer and induced pluripotent stem cell technology (“iPS Technology”), and certain other purposes; (3) patents belonging to an affiliate of Kirin Brewing and sublicensed to BioTime from Advanced Cell Technology, Inc. (“Kirin Technology”); and (4) patents and know-how licensed from Advanced Cell Technology, Inc. pertaining to the generation of progenitor cells (the “ACTCellerate Technology”).

The WARF Patents cover technology that has broad application in the stem cell field and has been licensed by the Wisconsin Alumni Research Foundation and its affiliate WiCell to numerous biotechnology companies and non-profit research institutions around the world.  Both BioTime and its subsidiary ES Cell International Pte Ltd. (“ESI”) have a license to the WARF Patents for research purposes and for the production of stem cells and derivative products for resale as research products, but not for use as therapeutics.  BioTime uses the WARF Patents in its own research and to develop research products for resale, as does ESI which has developed certain stem cell lines under good manufacturing practices (“GMP).  BioTime has dozens of cell lines that it has produced for sale as research products, and ESI has five GMP cell lines that are available for sale for research purposes.  The WARF Patents may also be used in the research and development stage of work being conducted by other BioTime subsidiaries that are developing therapeutic products.  Accordingly, the WARF Patents were not acquired for a single research project but rather have wide application in stem cell research and product development.

The iPS Technology covers methods to transform cells of the human body, such as skin cells, into an embryonic state in which the cells will be pluripotent.  Pluripotent means that the cells have the potential to become any kind of cell found in the human body.  Because iPS Technology does not involve human embryos or egg cells, and classical cloning techniques are not employed, the use of iPS Technology may eliminate some religious and ethical concerns and legal restrictions that have been raised in connection with the procurement and use of human embryonic stem cells in scientific research and product development, and government funding of stem cell research.  Accordingly, iPS Technology has potentially broad applications across the fields of stem cell research that BioTime and its subsidiaries are presently conducting or that they may conduct in the future.  The license agreement pertaining to the iPS Technology provides that the iPS Technology may only be used in conjunction with the sublicensed Kirin Technology, which itself can be used in wide variety of projects.  The Kirin Technology includes methods for cloning mammals using reprogrammed donor chromatin or donor cells and methods for altering cell fate.  This technology permits the user to alter the state of a cell, such as a human skin cell, by exposing the cell’s DNA to the cytoplasm of another reprogramming cell with differing properties.

Securities and Exchange Commission

January 4, 2011

Page 3

BioTime’s subsidiary ReCyte Therapeutics, Inc. has recently instituted research and development programs based the use of iPS technology to develop therapies for the treatment of vascular and blood disorders and diseases.  ReCyte will also use iPS technology to offer cell banking services for third party donors and medical institutions desiring to generate tissues for transplants.

The license from Advance Cell Technology that covers iPS Technology also includes patent applications for other uses.  One licensed patent application covers a method of differentiation of morula or inner cell mass cells and method of making lineage-defective embryonic stem cells.  That technology can be used in producing embryonic progenitor cells without the utilization of embryonic stem cell lines.  Another licensed patent application covers novel culture systems for ex vivo development that contains technology for utilizing avian cells in the production of stem cell products free of viruses and bacteria.

The ACTCellerate Technology has permitted the generation of dozens of new progenitor cell lines.  A progenitor is a cell that is in a state between an embryonic stem cell and a fully differentiated somatic (body) cell.  These progenitors may have a future use in a wide array of therapeutic and diagnostic products, and in the field of drug development and screening.  BioTime and its subsidiaries currently have dozens of progenitor cell lines available for sale as research products, and more progenitor cell products may be derived in the future.

BioTime is also using ACTCellerate Technology in a project funded by the California Institute of Regenerative Medicine to develop advance means to generate highly purified progenitors on a large “industrial” scale.  This project, which has as its object the development of techniques and processes rather than specific cell line products, is separate and apart from the generation of specific progenitor lines for sale to stem cell researchers.

Additional information about the licensed technology can be found in BioTime’s Form 10-K under “Licensed Stem Cell Technology and Stem Cell Product Development Agreements” on pages 8-13.

Since the technologies acquired by BioTime have multifaceted uses and were not acquired for a single research project, the license fees that BioTime has deferred were not “costs of intangibles that are purchased from others for a particular research and development project and that have no alternative future uses” within the meaning of  ASC 730-10-25-2c. Accordingly, BioTime believes that the money paid for the licenses was properly capitalized as of December 31, 2009 and 2008, and that those amounts should then amortized as deferred fees over their respective economic lives once the product lines become available for sale to the general public.  BioTime also reviews its assets annually for impairment and will expense the deferred license fees should it determine that the acquired technology is no longer of use in its business.

Securities and Exchange Commission

January 4, 2011

Page 4

Please direct all correspondence and communications with respect to the foregoing to the undersigned.

                         Very truly yours,

                         s/Richard S. Soroko

                         Richard S. Soroko

CORRESP
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201 TAMAL VISTA BLVD.

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 FACSIMILE

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 email: rsoroko@LTWS.com

 SAN FRANCISCO OFFICE

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December 17, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Mr. Rosenberg:

We are counsel to BioTime, Inc.  This letter is in response to your comment letter dated December 8, 2010 concerning the above-referenced Form 10-K and Proxy Statement.  The number of each paragraph below corresponds to the number of each comment in your comment letter.

Comment 1

BioTime’s Form 10-K for the year ended December 31, 2010 will report on the status of research and development being conducted in each of its subsidiaries.  As we explained in our letter of November 15, 2010, these research programs were in very early stages of planning, defining project goals, financing, and the initiation of research during 2009.  Accordingly, the discussion in our next Form 10-K will explain the current goals and progress made in the various programs.  Our MD&A section will include a table summarizing the status of our projects and the amount of research and development expenses incurred during the year.  Future filings will present cost information for each of the fiscal years ending on or after December 31, 2010 for which financial statements are provided.

Per your request a model of the kind of disclosure that BioTime expects to include in its next Form 10-K is enclosed with this letter.  Please bear in mind that the attached model is not complete or in final form, and is subject to revision for inclusion in the 10-K.

Securities and Exchange Commission

December 17, 2010

Page 2

Comment 2

BioTime is not applying the technical guidance in ASC 730 for the accounting treatment of the deferred license fees, as they do not believe that their acquisition of intellectual property falls within the scope of that guidance.  According to ASC 730-10-15-3, the guidance applies to the following transactions and activities: “Those activities (emphasis added) aimed at developing or significantly improving a product or service (referred to as product) or a process or technique (referred to as process) whether the product or process is intended for sale or use. A process may be a system whose output is to be sold, leased, or otherwise marketed to others. A process also may be used internally as a part of a manufacturing activity or a service activity where the service itself is marketed.”   The capitalized costs in question on BioTime’s balance sheet do not reflect the cost of “activities” such as internal research and development by BioTime, but rather account for license payments made to acquire the right to use existing, patented or patent pending technology, and in certain cases rights to stem cell lines, developed by third parties.  The cost of BioTime’s research and development activities, using the acquired technology, to produce new product lines has been correctly expensed, and will continue to be expensed, in the periods incurred.

It should also be noted that BioTime does not own any of the technology for the development of the product lines, which much of the language in ASC 730 revolves around.  Furthermore, the license agreements stipulate that there will be royalties paid to the licensor(s) once the eventual sales of the said product lines commence.  BioTime believes that the money paid for the licenses was properly capitalized as of December 31, 2009 and 2008, and that those amounts should then amortized as deferred fees over their respective economic lives once the product lines become available for sale to the general public.  BioTime also reviews its assets annually for impairment.

We would also like to point out that expensing the cost paid to acquire patent licenses would result in a disparity of accounting treatment for intangible property that BioTime acquires depending on whether BioTime acquires the technology rights through the acquisition of a business or through a separate license agreement.  Assets, including intangible property, acquired as part of a business combination must be capitalized.  Disparate accounting treatment, based solely on the form of the acquisition transaction, makes no sense, especially when business acquisitions of research and development companies are completed primarily or even solely for the purpose of acquiring intellectual property.  Also, expensing the cost of acquiring such assets is in conflict with the practices under International Financial Reporting Standards.

Securities and Exchange Commission

December 17, 2010

Page 3

Please direct all correspondence and communications with respect to the foregoing to the undersigned.

       Very truly yours,

                         s/Richard S. Soroko

                         Richard S. Soroko

PROPOSED MODEL DISCLOSURE FOR 2010 FORM 10-K

Model Disclosure for Inclusion in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations

Research and Development Programs in Regenerative Medicine and Stem Cell Research:

We entered the fields of stem cell research and regenerative medicine during October 2008.  From that time through 2009, our activities in those fields included acquiring rights to market stem cell lines, pursuing patents, planning future products and research programs, applying for research grants, identifying the characteristics of various acquired progenitor and stem cell lines, negotiating a product distribution agreement, organizing new subsidiaries to address particular fields of product development, and planning and launching our first product development programs.

The following table summarizes the most significant achievements in our primary research and development programs in stem cell research and regenerative medicine, and the amount we spent on those programs during the last fiscal year.

Company

Program

Status

2010 R & D Expenses

  Embryome Sciences(1)

ACTCellerate cell lines/ growth media/reagent kits for stem cell research

Embryome Sciences now offers nearly 300 products for stem cell research, including ACTCellerate™ hEPCs, cell line optimal growth media, and reagent cell differentiation kits.  Embryome Sciences plans to add additional cell lines, growth media, and differentiation kits as it characterizes new hEPCs.

  $__________

Embryome Sciences(1)

CIRM-funded research project will addresses the need for industrial scale production of purified therapeutic cells

Conducted long term stability studies of hEPCs using commercial-type culture processes to demonstrate phenotypic stability and genotypic stability during culture expansion.

  $__________

(funded by

   CIRM grant)

Company

Program

Status

2010 R & D Expenses

Attempting to define a molecular signature of cell surface markers that would be unique to a given hEPC cell line to permit development of reagents to these markers that can be used to purify the target hEPCs intended for therapy.

Mapping cell surface protein expression directly on hEPCs using large collections of commercially available antibodies and have begun testing these antibodies as affinity reagents for purifying target hEPCs.

Identifying peptide reagents that show specificity for cell surface targets on hEPCs and could thus be used directly as affinity reagents.

  OncoCyte (2)

Vascular endothelial cells that can be engineered to deliver a toxic payload to the developing blood vessels of a tumor

Developed a derivation protocol that can produce populations of endothelial-type cells with purity and efficiencies that exceed any published data.

Established broad range of support assays to monitor and measure vascular endothelial cell differentiation process.

  $__________

 Company
 Program
 Status

 2010 R & D Expenses

Initiated in vivo experiments monitoring incorporation of endothelial cells into developing mouse vasculature and into the developing vasculature of human tumor xenografts.

Completed initial development of a toxic payload trangene system which includes a pro-drug converting enzyme (TK) and paired pro-drug (gangcyclovir)

OrthoCyte(3)

Cartilage Repair Using Embryonic Progenitor Cells

Identified several cell lines that displayed molecular markers consistent with the production of human cartilage.

Confirmed chondrogenic potential by directly measuring cartilage production from these lines.

Demonstrated that these cell lines can be combined with commonly used support matrices to formulate a combination product for treating cartilage deficits.

  $___________

Cell Cure(4)

OpRegen™ for treatment of age related macular degeneration

Conducted animal model studies to establish proof of concept.

Developed directed differentiation as efficient method for short culture period to produce a supply of RPE cells.

Cell Cure granted Teva Pharmaceutical Industries, Ltd. an option to complete clinical development of, and to manufacture, distribute, and sell OpRegen™ and OpRegen-Plus™

  $___________

(1) Embryome Sciences was organized during December 2007 and acquired its ACTCellerate™ technology during July 2008.

(2) OncoCyte was organized during October 2009 and received $4,000,000 of initial capital.

(3) OrthoCyte was organized during June 2010.

(4) We acquired an interest in Cell Cure during 2010.  Cell Cure received $7,100,000 of additional equity financing during October 2010.

The inherent uncertainties of developing new products for stem cell research and for medical use make it impossible to predict the amount of time and expense that will be required to complete the development and commence commercialization of new products.  There is no assurance that we or any of our subsidiaries will be successful in developing new technology or stem cell products, or that any technology or products that they may develop will be proven safe and effective in treating diseases in humans, or will be successfully commercialized.  Most of our potential therapeutic products are at a very early stage of preclinical development.  Before any clinical trials can be conducted by us or any of our subsidiaries, the company seeking to conduct the trials would have to compile sufficient laboratory test data substantiating the characteristics and purity of the stem cells, conduct animal studies, and then obtain all necessary regulatory and clinical trial site approvals, and assemble a team of physicians and statisticians for the trials.  Clinical trials will be costly to undertake and will take years to complete.  See our discussion of the risks inherent in our business and the impact of government regulation on our business in the Risk Factors section and Business section of this report.

We believe each of our subsidiaries has sufficient capital to carry out its current research and development plan during 2011.  We may provide additional financing for our subsidiaries, or obtain financing from third parties, based on our evaluation of progress made in their respective research and development programs, any changes to or the expansion of the scope and focus of their research, and our projection of future costs.  See Liquidity and Capital Resources for a discussion of our available capital resources, our potential need for future financing, and possible sources of capital.

Research and Operating Expenses

The following table shows the approximate percentages of our total research and development expenses of $_______ allocated to our primary research and development projects during the year ended December 31, 2010:

Project

Percent

ACTCellerate hPECs and related research products

CIRM sponsored ACTCellerate technology

OncoCyte cancer therapy

OrthoCyte orthopedic therapy

Cell Cure OpRegen™, OpRegen-Plus™, and neurological disease therapies

Other

100%

December  8, 2010

Dr. Michael D. West, PhD.
Chief Executive Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: BioTime, Inc.
0B Form 10- K for the Fiscal Year E nded December 31, 2009
Definitive Proxy Statement
Filed April 30, 2010 File No. 001 -12830

Dear D r. West :

We have reviewed your November 15, 2010 response to our October 26, 2010 comment
letter and have the following comments.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. Where a comment
requests you to revise disclosure, the information you provide should show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it. If you do not believe a co mment applies to your facts and
circumstances, please tell us why in your response. Please furnish us a letter on EDGAR under
the form type label CORRESP that keys your responses to our comments.

After reviewing the information provided, we may raise addi tional comments and/or
request that you amend your filings.

Management’s Discussion and Analysis of Financial Condition and R esults of Operations

Results of Operations, page 40

1.   Please refer to your response to prior comment two.  Provide us the draft disclosure  that
you intend to make in your future filings. If  facts and cir cumstances preclude you from
making reasonable estimates of  the amount  incurred for  each significant research and
development project , disclose that fa ct and the reasons therefore .

Dr. Michael D. West, PhD.
BioTime, Inc.
December 8, 2010
Page 2

Notes to the Consolidated Financial Statements

5. Royalty Obligations and Deferred License Fees, page 59

2. Please refer to prior comment three. Please explain how you applied the technical guidance in ASC 730 in determining your accounting treatment for acquired licenses and technology. Explain why these license payments did not represent research and developme nt expense that sh ould be expensed when incurred.

You may contact Frank Wyman, Staff Accountant at (202) 551- 3660, or Lisa Vanjoske,
Assistant Chief Accountant at (202) 551- 3614, if you have questions regarding these comments.
In this regard, do not he sitate to contact me, at (202) 551- 3679.

Sincerely,

 Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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November 15, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:          BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Mr. Rosenberg:

We are counsel to BioTime, Inc.  This letter is in response to your comment letter dated October 26, 2010 concerning the above-referenced Form 10-K and Proxy Statement.  The number of each paragraph below corresponds to the number of each comment in your comment letter.

Comment 1

BioTime will provide a summary of the termination provisions of the referenced agreements in its next 10-K filing.

Comment 2

As we pointed out in our letter of August 2, 2010, the information your have requested is not meaningful in the context of the early stages of BioTime’s stem cell programs.  During 2009, BioTime was acquiring rights to market stem cell lines, pursuing patents, planning future products and research programs, applying for research grants, identifying the characteristics of various acquired progenitor and stem cell lines, negotiating a product distribution agreement, organizing new subsidiaries to address particular fields of product development, and planning for their first product development programs.  Progress in those endeavors and BioTime’s plans were reported in the Form 10-K.  Commencing in the fourth quarter of 2009 and during 2010, BioTime formed or acquired new subsidiaries devoted to different fields of stem cell research or product development.  Those events were reported in Forms 8-K and Forms 10-Q.

Securities and Exchange Commission

November 15, 2010

Page 2

    Now that its research programs have become more defined and are being conducted by subsidiaries, BioTime is beginning to track costs allocable to those programs at the subsidiary level, and that cost information along with cost information concerning BioTime’s plasma volume expander product development work has now been included in the Management’s Discussion and Analysis section of BioTime’s Form 10-Q for the three and nine months ended September 30, 2010.

In light of the foregoing, and given the fact that the information contained in 10-K is outdated and has been updated by BioTime’s 8-K and 10-Q filings, BioTime again requests that the staff make this comment prospective with regard to BioTime’s 10-K filing for the year ending December 31, 2010.

Comment 3

When BioTime entered the stem cell business, it acquired certain licenses and technology to use as a basis for building a research products sales business.  The up front license fees that BioTime paid in cash are being capitalized until the point in time that products developed through the use of the licensed technology are made available for sale to the public.  The technical guidance that BioTime followed was parallel to the accounting procedures observed in the computer software business.  ASC 985 calls for software costs to be capitalized once technical feasibility has been established.  Capitalization ceases when a product is available for sale to customers.

BioTime did not generate material stem cell product sales during 2009.  Rather, during that year BioTime worked to establish the technical feasibility of product development, and has been introducing new products during 2010, with a view toward ramping up sales and revenues this year and next.  When material sales of research related products commence, BioTime will start amortizing the capitalized cost over the estimated useful lives of the products (or in the ratio of current year revenues as compared to anticipated future product revenues).  Any capitalized costs will also be reviewed annually for impairment of value on a product by product basis by a comparison of the unamortized capital cost to the products net realizable value.

Please direct all correspondence and communications with respect to the foregoing to the undersigned.

                            Very truly yours,

                            s/Richard S. Soroko

                            Richard S. Soroko

October 26, 2010
  Dr. Michael D. West, PhD. Chief Executive Officer BioTime, Inc. 1301 Harbor Bay Parkway, Suite 100 Alameda, California 94502
Re:  BioTime, Inc.
0B   Form 10-K for the Fiscal Year Ended December 31, 2009
Definitive Proxy Statement Filed April 30, 2010 File No. 001-12830

Dear Dr. West:
 We have reviewed your August 3, 2010 respons e to our July 27, 2010 comment letter and
have the following comments.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that ke ys your responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filings.            Form 10-K for the Year Ended December 31, 2009

 Licensed Stem Cell Technology and Stem Cell Product Development Agreements, page 8

1. We note your response to comments 4, 5, and 6.  Please confirm that your Form 10-K for
2010 will identify the anticipated  expirations of your Product Production and Distribution
Agreement with Lifeline Cell Technol ogy, LLC, your Stem Cell Agreement with
Reproductive Genetics Institute, your license agreement with CJ Corp. and your collaboration agreements with Summit Phar maceuticals Internati onal Corporation.

Dr. Michael D. West, PhD.
Biotime, Inc.  October 26, 2010 Page 2  Results of Operations, page 40

2. Please refer to prior comment eight. We ac knowledge the information provided in your
response, particularly your inability to  produce research and development costs by
project. As originally request ed, please revise to  provide other quantitative or qualitative
disclosures that indicate the amount of th e company’s resources being used on each
significant research and development project. To  the extent that the amount or range of
costs and timing to complete the project ar e not estimable, disclose those facts and
circumstances that preclude you fr om making reasonable estimates.
 Notes to the Consolidated Financial Statements

 5.Royalty Obligations and Deferred License Fees, page 59

3. Please refer to prior comment 11. As originally requested, please refer us to the technical
guidance upon which you relied in deferring lic ense fees until product sales commence
and then amortizing these amounts over the estimated product revenue periods. Explain
why this approach is preferable to amortizat ion over the term of the license agreement
and why amortization did not begin when the fi rst revenues were recognized rather than
waiting until significant revenues have been recognized.  Explain why these license
payments did not represent research and de velopment expense that would be expensed
when incurred rather than capitalized as asse ts.Please refer us to the technical guidance
upon which you relied:
• for deferring license fees as an asset ra ther than charging them to expense as
research and development; and
• assuming that recording as an asset is appropriate, for waiting until product sales
commence before amortizing them over the estimated product revenue periods
rather than beginning the am ortization period immediately.

You may contact Lisa Vanjoske, Assistan t Chief Accountant at (202) 551-3614 if you
have any questions on comments on the financ ial statements and related matters. You may
contact Bryan Pitko, Staff Attorney, at (202)  551-3203 with questions  on any of the other
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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August 3, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:

BioTime, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement Filed April 30, 2010

File No. 001-12830

Dear Mr. Rosenberg:

We are counsel to BioTime, Inc.  This letter is in response to your comment letter dated July 27, 2010 concerning the above-referenced Form 10-K and Proxy Statement.  The number of each paragraph below corresponds to the number of each comment in your comment letter.  The written statement from BioTime concerning the comment process that you requested will be provided by BioTime under separate cover.

We would like to point out BioTime is a smaller reporting company, and is not required to provide in its Form 10-K and Proxy Statement all of the disclosure required of larger reporting companies.

Comment 1

While we agree that, as a matter of form, the accountant’s report should be presented with a typed signature, the accountant delivered to BioTime an original signed report.  Accordingly, BioTime is requesting dispensation from filing an amendment to correct this technical deficiency.

Comment 2

We would like to point out that information as to business segments required under Regulation S-K Item 101(b) is not required to be provided by smaller reporting companies under S-K Item 101(h).  Similarly, while paragraph 3-03(e) of Reg. S-X requires segment data, smaller reporting companies are only required to provide financial information under Article 8 of Reg.  S-X, which contains no such segment reporting requirement.

Securities and Exchange Commission

August 3, 2010

Page 2

Moreover, BioTime’s management relied upon financial information for the company as a whole, rather than on a segment basis, in making decisions with respect to the financing and operation of the company during 2009.  Historically, BioTime’s sole product line consisted of electrolyte balanced, hydroxyethyl-based plasma volume expander solutions.  Beginning in the fourth quarter of 2007, BioTime began to expand the scope of its business into the embryonic stem cell products.  Entry into the stem cell field required the acquisition of patent licenses, applying for research grants, developing relationships with other companies in the field, and eventually hiring additional science personnel for the research and development necessary to develop products and technology in the field.  However, throughout 2009 BioTime’s primary source of revenue was royalties on plasma volume expander product sales.  As stated in Management’s Discussion and Analysis on page 40 of the 10-K, BioTime is in the process of launching its first products for stem cell research, and did not receive significant revenues from stem cell product sales during 2009.

In light of the foregoing, BioTime believes that segment disclosure was not required in the 10-K and would not have contributed to an understanding of BioTime’s business, operations, and financial results.  Of course this may well change as the company’s operations evolve, and the issue will have to be revisited, especially in light of the expectation that BioTime will not be a smaller reporting company after the 2010 fiscal year.

Comment 3

The terms of a CIRM grant are not encompassed in a contract.  Rather, once CIRM approves a grant application and determines the amount of the grant, the grant recipient is asked to indicate whether they chose to accept the grant by signing an acceptance form.  BioTime could file the acceptance form as an exhibit but it is unlikely that investors would derive meaningful information from it.

Comments 4, 5, and 6

BioTime can easily provide a summary of termination provisions of the agreements referenced in Comments 4, 5, and 6, but it requests permission to provide those summaries in its next 10-K filing rather than in an amendment to its 2009 10-K.  The agreements referenced in Comments 4, 5, and 6 have been filed as exhibits, and therefore any investor interested in obtaining more detailed information, including the termination provisions, need only refer to the exhibits on EDGAR.

Securities and Exchange Commission

August 3, 2010

Page 3

Comment 7

BioTime’s significant accounting policies are detailed in the notes to the financial statements included in the 10-K and are discussed and cross referenced where appropriate in the MD&A.  Moreover, BioTime does not believe that there were any critical accounting estimates that would likely have a material change on BioTime’s financial statements.  In this regard, BioTime’s revenues are not based on estimates, but rather on actually payments received.  The manner in which royalty revenues are recognized is clearly explained in the second and third paragraphs on page 39, and again in the results of operations on page 41.  The recognition of deferred license fees is discussed on the bottom of page 39, and again in more detail in Results of Operations on page 41, in each case with an appropriate cross reference to the applicable notes to the financial statements.  Depreciation and amortization were not significant expense items during the fiscal year either (depreciation was only $54,291 during 2009), so an explanation of the basis of expected useful lives of assets would not enhance the quality of the discussion.

Comment 8

During 2009, BioTime’s stem cell business remained in the early stages of development, in which efforts were devoted to acquiring rights to market stem cell lines, pursuing patents, planning future products and research programs, applying for research grants, identifying the characteristics of various progenitor and stem cell lines that BioTime had acquired, negotiating a product distribution agreement, organizing new subsidiaries to address particular fields of product development, and planning for the first product development program for the new subsidiaries.  For example, BioTime’s subsidiary for the development of certain stem cell based cancer therapies was first being organized during the fourth quarter of 2009.

The nature of BioTime’s research and product development projects during 2009 did not lend themselves to meaningful defined end points, milestone dates, and cost allocations.  In large measure BioTime product development work involved studying the characteristics of cell lines to identify the potential of those cells for use in the development of new products and to identify cell lines that could be marketed as research products for use by other researchers.  Other laboratory research was devoted to the study of licensed technologies, such as induced pluripotent stem cell technology (iPS) that may be used to develop a host of products in different fields of use and by different BioTime subsidiaries.  Because the nature of specific projects had not been fully differentiated during that time or during the first two quarters of 2010, BioTime did not maintain comprehensive records of separate costs for individual research projects, except for cost reporting relating to its grant from CIRM, where the cost accounting related only to the amount of the grant payments received.  A detailed discussion of the CIRM funded project, including payments received during 2009, can be found on pages 5 and 6 of the 10-K.

More recently, in 2010, BioTime formed or acquired a new subsidiaries and a minority interest in another stem cell company.  By allocating different fields of research or product development to different subsidiaries, BioTime will be able to track costs allocable to its research and development work conducted at the subsidiary level, and BioTime is implementing measures to do so.

Securities and Exchange Commission

August 3, 2010

Page 4

Comment 9

Please note that BioTime is a smaller reporting company and is not required to present the information required by Item 303(a)(5) of Reg. S-K.  Please refer to paragraph (d) of Item 303.

Comment 10

BioTime has not reported any royalty revenue from its agreement with Summit.  As discussed on page 21 of the 10-K, Hextend is still in the clinical trial stage in Japan.

Comment 11

BioTime plans to amortize deferred license fees paid over the estimated revenue periods (“economic life”) of any products sold that rely on the licensed patents, rather than based on the actual terms of the licenses.  As stated in Management’s Discussion and Analysis on page 40 of the 10-K, BioTime is in the process of launching its first products for stem cell research, and did not receive significant revenues from stem cell product sales during 2009.

If the staff so desires, BioTime can clarify this point in its 2010 10-K, or if the staff prefers, in its next 10-Q.

Comment 12

The disclosure requested appears to be based on the Management’s Discussion and Analysis required by paragraph (b) of Item 402 of Reg. S-K and the report of the Compensation Committee.  As a smaller reporting company, BioTime is not required to provide that discussion or a Compensation Committee report; nor do the other provisions of Item 402 require the requested discussion with respect to executive compensation for smaller reporting companies.  We also would like to point out that the amounts of the bonuses paid, $50,000 and $30,000, respectively, were not significant to total executive compensation paid during 2009 to the four executives named in the table (total cash compensation paid exceeded $795,000).

Securities and Exchange Commission

August 3, 2010

Page 5

Please direct all correspondence and communications with respect to the foregoing to the undersigned.

Very truly yours,

s/Richard S. Soroko

Richard S. Soroko

July 27, 2010

Dr. Michael D. West, PhD.
Chief Executive Officer
BioTime, Inc.
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: BioTime, Inc.
0B Form 10-K for the Fiscal Year Ended December 31, 2009
Definitive Proxy Statement
Filed April 30, 2010
File No. 001-12830

Dear Dr. West:

We have reviewed your filings and have the following 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 within ten business days by amending your Form 10-K for
the year ended December 31, 2009, by providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.  Please furnish us a letter on E DGAR under the form type label CORRESP that
keys your responses to our comments.
 We may have further comments after review ing your amended filing and response to our
comments.   Form 10-K for the Fiscal Year Ended December 31, 2009

 General

1. Please include a typed signature in the report of independent register ed public accounting
firm as required by Item 302 of Regulation S-T.

2. Your disclosure refers to two business se gments. Please tell us the factors that you
considered in concluding that you are ope rating in a single busi ness segment and the
disclosure under ASC 280 was not required.

Dr. Michael D. West, PhD. BioTime, Inc. July 27, 2010 Page 2

Business

 Stem Cells and Products for Regene rative Medicine Research, page 4

3. We note that you received a $4.7 million gr ant from the California Institute of
Regenerative Medicine in 2009.  We further note your disclosure that the proceeds from
the grant represented 28.5% of the Compa ny’s revenues for 2009 and that the Company
will be dependent on the grant as a principal source of revenues for the near future.  Please file any agreement underlying the grant from CIRM as an exhibit to your filing.
Alternatively, provide us your analysis as to why you are not substantially dependent
upon this agreement.
 Licensed Stem Cell Technology and Stem Cell Product Development Agreements, page 8

4. Please revise your disclosure to disclose th e respective terminati on provisions for your
license and sublicense  agreements with Advanced Cell Technology, Inc. in relation to
ACTCellerate technolog y and iPS technology.

5. Please revise your disclosure to disclose th e respective term and termination provisions
for your Product Production and Distribution Ag reement with Lifeline Cell Technology,
LLC and your Stem Cell Agreement with Reproductive Genetics Institute.
 Licensing and Sale of Plasma Volume Expander Products, page 20

6. Please revise your disclosure to disclose th e respective term and termination provisions
for your license agreement with CJ Corp. and your collaboration agreements with
Summit Pharmaceuticals International Corporation.
 Management’s Discussion and Analysis of Financial Condition and Results of

 Operations, page 39

7. You have not included disclosure of critical accounting estimates, which provide
investors with an understanding of the uncerta inties in applying critical accounting
policies and the likelihood that materially  different amounts would be reported under
different conditions or us ing different assumptions. Please identify your critical
accounting policies. Discuss and quantify the uncertainties in applying these critical
accounting policies, th e related methods and key assumptions and the effect that
reasonably likely changes in these key assumptions may have on your financial
statements. Refer to the Commission’s In terpretative MD&A Guidance (Release No. 33-
8350 dated December 29, 2003).

Dr. Michael D. West, PhD. BioTime, Inc. July 27, 2010 Page 3

Results of Operations, page 40

8. Please refer to the Division of Corporati on Finance “Current Issues and Rulemaking
Projects Quarterly Update” unde r section VIII – Industry Sp ecific Issues – Accounting
and Disclosure by Companies Engaged in Research and Development Activities.  You can find it at the following website address: http://www.sec.gov/divisions/c orpfin/cfcrq032001.htm#secviii
.
 Please disclose the following information fo r each of your significant research and
development projects:
• The current status of the project;
• The costs incurred during each period presented and to date on the project
including costs reimbursements to  your co-development partners:
• The timing and estimated costs nece ssary to complete the project;
• The anticipated completion dates;
• The period in which material net cash inflows are expected to commence.

If you do not maintain research and deve lopment costs by project, provide other
quantitative or qualitative di sclosure that indicates th e amount of the company’s
resources being used on the project. To the ex tent that the amount or range of costs and
timing to complete the project are not estima ble, disclose those facts and circumstances
that preclude you from making reasonable estimates.
 Liquidity and Capital Resources

 Contractual obligations, page 45

9. Please provide the tabular disclosure re quired by Item 303 (a) (5) of Regulation
S-K.  Include the applicab le obligations under your li cense and co-development
arrangements, such as your royalty obligations  to Summit. To the ex tent that the amount
or range of these obligations is not estimable , disclose those facts and circumstances that
preclude you from making reasonable estimates.
Notes to the Consolidated Financial Statements

 5.Royalty Obligations and Deferred License Fees, page 59

10. The co-development agreement with Summit s tipulates that revenues from Hextend and
PentaLyte sales will be shared as follows:  BioTime 40% and Summit 60%. Please tell us
whether you are reporting these activities on a net or gross basis and explain the factors
considered in determining your accounting treatment. If you are reporting these activities on a gross basis, explain how you have accounted for Summit’s share of these revenues. Revise your disclosure accordingly.

Dr. Michael D. West, PhD. BioTime, Inc. July 27, 2010 Page 4

11. As of December 31, 2009, you appear to have deferred all license fee payments under
your contractual arrangements with WARF, Lifeline, ACT, the Kirin Sublicense and
RCI, which to date have not been subject to amortization. Please explain to us and
disclose your basis for this accounting treatment, including the method to be used for
amortizing these deferred license fees.
 Definitive Proxy Statement

 Executive Compensation, page 17

12. We note your disclosure that the annual bonus for executive officers is based on the
achievement of personal and company perfor mance goals and that your Chief Executive
Officer and Chief Operati ng Officer were awarded a nnual incentive bonuses of $50,000
and $30,000 respectively in 2009.  However, we note that you have omitted significant disclosure regarding these bonus  awards.  Please revise this  information to include the
following:

• The personal and company performance objectives applicable to each named
executive officer and used to determine their annual bonuses and how each
objective was weighted, if applicable. To the extent that any of the performance
objectives were quantitative, your disclo sure should also be quantitative;
• The threshold, target, and maximum levels  of achievement of each performance
measure, if applicable;
• The intended relationship between the le vel of achievement of company and
personal performance objectives and the amount of bonus to be awarded;
• The evaluation by the Committee of the level of achievement by each named
executive officer of the company and pers onal performance objectives applicable
to them; and
• Any other factors that were considered by the Committee that modified the actual
cash bonuses awarded.

      We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Dr. Michael D. West, PhD. BioTime, Inc. July 27, 2010 Page 5

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Frank Wyman, St aff Accountant, at (202) 551-3660 or Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551-3614, if you have an y questions regarding the
processing of your response, as well as any questions regarding comments on the financial
statements and related matters.  You may contact  Bryan Pitko, Staff Attorney, at (202) 551-3203
with questions on any of the othe r comments.  In this regard, do not hesitate to contact me at
(202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

July 7, 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 June 28, 2010
  File No. 333-167822

Dear Ms. Segall:
 We have limited our review of your registration statement to the issue we have addressed
in our comment.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies 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 re gistration statement and the information you
provide in response to this comment, we may have additional comments.

General

1. Please revise your registration statement to provide disclosure re garding your selling
shareholders as required by Item 507 of Regulation S-K.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 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 pr ovide a written statement from the company
acknowledging that:

Judith Segall
BioTime, Inc.
 July 7, 2010  Page 2

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Jennifer Riegel at (202 ) 551-3575 or me at (202) 551-3715 with any
questions.
Sincerely,

 Jeffrey Riedler
Assistant Director
 cc: Richard S. Soroko, Esq.
Lippenberger, Thompson, Welch, Soroko & Gilbert LLP 201 Tamal Vista Blvd. Corte Madera, California   94925

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