SecProbe.io

CORRESP
 1
 filename1.htm

 Microbot
Medical Inc.

 175
Derby St., Bld. 27

 Hingham,
MA 02043

 March
28, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. St., N.E.

 Washington,
D.C. 20549

 Re:
 Request
 for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-285690)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-3 (File No. 333-285690) so that it will become effective on Tuesday,
April 1, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Very
 truly yours,

 Microbot
 Medical Inc.

 By:
 /s/
 Harel Gadot

 Name:
 Harel
 Gadot

 Title:
 CEO,
 President and Chairman

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Harel Gadot
Chief Executive Officer
Microbot Medical Inc.
175 Derby St., Bld. 27
Hingham, MA 02043

 Re: Microbot Medical Inc.
 Registration Statement on Form S-3
 Filed March 10, 2025
 File No. 333-285690
Dear Harel Gadot:

 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 Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Stephen E. Fox, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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Microbot
Medical Inc.

288
Grove Street, Suite 388

Braintree,
MA 02184

    February
    11, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-284688)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (File No. 333-284688) so that it will become effective on Thursday, February
13, 2025 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Name:

    Harel
    Gadot

    Title:
    CEO,
    President and Chairman

February 7, 2025
Harel Gadot
Chief Executive Officer
Microbot Medical Inc.
288 Grove Street, Suite 388
Braintree, MA 02184
Re:Microbot Medical Inc.
Registration Statement on Form S-1
Filed February 4, 2025
File No. 333-284688
Dear Harel Gadot:
            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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Stephen E. Fox, Esq.

CORRESP
1
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Microbot
Medical Inc.

288
Grove Street, Suite 388

Braintree,
MA 02184

July
1, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-280113)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (File No. 333-280113) so that it will become effective on Wednesday, July
3, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Name:

    Harel
    Gadot

    Title:
    CEO,
    President and Chairman

United States securities and exchange commission logo
June 20, 2024
Harel Gadot
President and Chief Executive Officer
Microbot Medical Inc.
288 Grove Street
Suite 388
Braintree, MA 02184
Re:Microbot Medical Inc.
Registration Statement on Form S-1
Filed June 11, 2024
File No. 333-280113
Dear Harel Gadot:
            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 Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Microbot
Medical Inc.

288
Grove Street, Suite 388

Braintree,
MA 02184

April
1, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-277190)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (File No. 333-277190) so that it will become effective on Wednesday, April
3, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Name:
    Harel Gadot

    Title:
    CEO,
    President and Chairman

United States securities and exchange commission logo
February 27, 2024
Harel Gadot
Chief Executive Officer
Microbot Medical Inc.
288 Grove Street, Suite 388
Braintree, MA 02184
Re:Microbot Medical Inc.
Registration Statement on Form S-1
Filed February 20, 2024
File No. 333-277190
Dear Harel Gadot:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically,

            Please revise your filing to include audited financial statements for the fiscal year ended
December 31, 2023 to comply with Rule 8-08 of Regulation S-X, along with related updated
financial information.

            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Stephen E. Fox, Esq.

CORRESP
1
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Microbot
Medical Inc.

288
Grove Street, Suite 388

Braintree,
MA 02184

    January
    23, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-276487)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (File No. 333-276487) so that it will become effective on Thursday, January
25, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Name:

    Harel
    Gadot

    Title:
    CEO,
    President and Chairman

United States securities and exchange commission logo
January 19, 2024
Harel Gadot
President, Chief Executive Officer and Chairman
Microbot Medical Inc.
288 Grove Street, Suite 388
Braintree, MA 02184
Re:Microbot Medical Inc.
Registration Statement on Form S-1
Filed January 12, 2024
File No. 333-276487
Dear Harel Gadot:
            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 Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Stephen E. Fox, Esq.

CORRESP
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Microbot
Medical Inc.

288
Grove Street, Suite 388

Braintree,
MA 02184

December
1, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-275634)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-3 (File No. 333-275634) so that it will become effective on Monday, December
4, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Name:
    Harel
    Gadot

    Title:
    CEO,
    President and Chairman

United States securities and exchange commission logo
December 1, 2023
Harel Gadot
Chairman, President and Chief Executive Officer
Microbot Medical Inc.
288 Grove Street, Suite 388
Braintree, Massachusetts 02184
Re:Microbot Medical Inc.
Registration Statement on Form S-3
Filed November 30, 2023
File No. 333-275634
Dear Harel Gadot:
            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 Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Stephen E. Fox, Esq.

CORRESP
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Microbot
Medical Inc.

288
Grove Street, Suite 388

Braintree,
MA 02184

July
14, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-273207)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Microbot Medical Inc. hereby requests the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (File No. 333-273207) so that
it will become effective on Monday, July 17, 2023 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Very
    truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Name:

    Harel
    Gadot

    Title:
    CEO,
    President and Chairman

United States securities and exchange commission logo
July 14, 2023
Harel Gadot
Chief Executive Officer, President and Chairman
Microbot Medical Inc.
288 Grove Street, Suite 388
Braintree, MA 02184
Re:Microbot Medical Inc.
Registration Statement on Form S-1
Filed July 11, 2023
File No. 333-273207
Dear Harel Gadot:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen E. Fox, Esq.

CORRESP
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MICROBOT
MEDICAL INC.

25
Recreation Park Drive, Unit 108

Hingham,
MA 02043

December
2, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Microbot
    Medical Inc.

    Registration
    Statement on Form S-3

    Filed
    November 25, 2020

    File
    No. 333-250966

    Request
    for Acceleration

Ladies
and Gentlemen:

With
respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to
Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests,
on behalf of Microbot Medical Inc. (the “Company”), that the Securities and Exchange Commission accelerate the effective
date of its Registration Statement to Friday, December 4, 2020, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

The
cooperation of the staff in meeting the timetable described above is very much appreciated.

Please
call Marc Mantell of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 348-3058, with any
comments or questions regarding the Registration Statement.

    Very
    truly yours,

    Microbot
    Medical Inc.

    /s/
    Harel Gadot

    Harel
    Gadot

    Chairman,
    President and Chief Executive Officer

    cc:
    Tim
    Buchmiller, Securities and Exchange Commission

    Marc
    D. Mantell, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Stephen
    E. Fox, Esq., Ruskin Moscou Faltischek, P.C.

United States securities and exchange commission logo
December 1, 2020
Harel Gadot
Chairman, President and Chief Executive Officer
Microbot Medical Inc.
25 Recreation Park Drive, Unit 108
Hingham, Massachusetts 02043
Re:Microbot Medical Inc.
Registration Statement on Form S-3
Filed November 25, 2020
File No. 333-250966
Dear Mr. Gadot:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marc D. Mantell, Esq.

CORRESP
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MICROBOT
MEDICAL INC.

25
Recreation Park Drive, Unit 108

Hingham,
MA 02043

April
12, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Microbot
    Medical Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-217076

    Request
    for Acceleration

Ladies
and Gentlemen:

With
respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and pursuant to
Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests,
on behalf of Microbot Medical Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”)
accelerate the effective date of its Registration Statement to Friday, April 14, 2017, at 4:00 p.m. Eastern Time, or as soon thereafter
as practicable.

The
cooperation of the staff in meeting the timetable described above is very much appreciated.

Please
call Marc Mantell or Flora Brookfield of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617)
542-6000, with any comments or questions regarding the Registration Statement.

    Very
    truly yours,

    Microbot
    Medical Inc.

    By:
    /s/
    Harel Gadot

    Harel
    Gadot

    Chairman,
    President and Chief Executive Officer

    cc:
    Suzanne
    Hayes, Securities and Exchange Commission

    Christine
    Westbrook, Securities and Exchange Commission

    Marc
    D. Mantell, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Stephen
    E. Fox, Esq., Ruskin Moscou Faltischek, P.C.

Mail Stop 4546
April 7 , 2017

Mr. Harel Gadot
Chairman, President and Chief Executive Officer
Microbot Medical Inc.
5 Hamada Street
Yokneam 2069204 Israel

Re: Microb ot Medical Inc.
  Registration Statement on Form S-3
Filed  March 31 , 2017
  File No.  333-217076

Dear Mr. Gadot:

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 Christine Westbrook  at (202) 551 -5019  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Marc D. Mantell , Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mail Stop 4720
April 8, 2016

Dr. Ian Massey
President and Chief Executive Office r
StemCells, Inc.
7707 Gateway Blvd .
Newark, CA 94560

Re: StemCells, Inc.
 Form PRE 14A
Filed March 14,  2016
File No. 000-19871

Dear Dr. Massey :

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 responsible for the
accuracy a nd 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/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
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CORRESP

 April 5, 2016

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Mail Stop 6010

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Re:
    SEC Comment Letter, dated March 31, 2016

    StemCells, Inc.

    Form Pre 14A filed March 14, 2016

    File No. 000-19871

Ladies and Gentlemen:

 On behalf of StemCells, Inc. (the
“Company”), this letter is being submitted to the Staff of the Securities and Exchange Commission (the “Staff”) in response to the comments in the Staff’s letter dated March 31, 2016 (the “March 31 Letter”)
regarding the Company’s preliminary proxy statement, filed on March 14, 2016, in connection with the Company’s 2016 annual stockholder meeting (the “2016 Proxy”).

For reference purposes, the comments as reflected in the March 31 Letter are reproduced in bold in this letter and the corresponding responses of the
Company are shown below each comment.

 Accordingly, we supplementally advise you as follows:

Proposal Number 3, page 36

1.
 Rule 14a-4(a)(3) under the Securities Exchange Act of 1934 requires you to identify clearly and impartially each separate matter upon which you
intend to act, whether or not related to or conditioned on the approval of other matters. In this regard, we note that you have combined two matters in Proposal 3. Please revise to unbundle Proposal 3 so that the reverse stock split of your common
stock and the disproportionate decrease in the number of authorized shares of common stock following the reverse stock split are two separate proposals. If any of the proposals are mutually conditioned, please revise the proxy statement accordingly
and provide appropriate

7707 Gateway Boulevard Newark, CA 94560 USA

T +1 (510) 456-4000   ●   F +1 (510) 456-4001

www.stemcellsinc.com

 56003253_2

 April 5, 2016

 Page
 2

disclosure regarding the effect of a negative vote on the related proposals. In the alternative, please provide your analysis as to why you do not believe that the reverse stock split and
disproportionate decrease in authorized shares should be presented as separate proposals. For guidance, refer to Exchange Act Release 34-31326 (October 16, 1992) at Section II.H.

Company Response

 We will unbundle Proposal Number 3 so
that the reverse stock split and the disproportionate decrease in the number of authorized shares of common stock are two separate proposals. We will add disclosure relating to the interconnection between the two proposals, because the
reduction in authorized capital can only occur if the Company successfully completes the Reverse Stock Split, as described in Proposal Number 3.

Accordingly, as requested by the Staff, we will revise the 2016 Proxy so that Proposal Number 3 relates solely to the Company’s proposed Reverse Stock
Split. Newly created Proposal Number 4 will relate solely to the Company’s proposal to decrease its authorized share capital from 226 million shares (consisting of 225,000,000 shares of common stock and 1,000,000 shares of undesignated
preferred stock) to 201 million shares (consisting of 200,000,000 shares of common stock and 1,000,000 shares of undesignated preferred stock). We will renumber our current Proposal Number 4, concerning a possible equity line financing
(“Existing Proposal Number 4”), as new Proposal Number 5.

 We have attached to this letter our revised Proposal Number 3 and new Proposal Number
4.

 Existing Proposal Number 4, page 44

2.
We refer to your descriptions regarding the terms of the proposed transaction. Please revise your disclosure to identify the investor and disclose whether the investor is a preexisting investor. Additionally, we
note you have provided some disclosure about the anticipated terms of the transaction, including how the price per share will be set for the initial purchase on the Commencement date; the issuance of shares equal to approximately 2% of the total
dollar value of the equity line; and the 9.99% limitation on issuance. Please revise to clarify that these terms are subject to change and discuss the consequences if they do change.

The Company has not yet entered into an agreement with any investor for an equity line financing. If our stockholders approve Existing Proposal Number 4,
we intend to enter into negotiations with one or more potential investors in the hope of securing an equity line arrangement on terms that would be no less favorable to the Company and its current stockholders than those described in Existing
Proposal Number 4. However, we may not be able to secure an equity line arrangement. Moreover, the Company may choose to enter into a substantially different financing arrangement and/or an equity line arrangement that is materially
different from the equity line described in Existing Proposal Number 4, in which case the Company would not need to use the stockholder vote to satisfy any stockholder approval standards under the Nasdaq Capital Market’s continued listing
requirements.

 April 5, 2016

 Page
 3

 Because there is no existing contract or arrangement, we agree that the final terms of any financing
arrangement entered into within three months following the company’s 2016 annual stockholder meeting could be different from those described in the 2016 Proxy. We will therefore provide enhanced disclosures about the proposed transaction
consistent with the Staff’s request. Specifically, we will add the following paragraph to Existing Proposal Number 4 under the subheading “Terms of the Proposed Transaction”:

At present, we do have not have an existing equity line agreement with any particular investor. If we obtain stockholder approval for the
Equity Line arrangement, as described in this proposal, we expect to endeavor to secure an equity line commitment from an institutional investor with experience providing equity line arrangements to companies in our industry, such as Azimuth
Opportunity, Crede Capital Group, Lincoln Park Capital, Redland Capital Partners, and Tarpon Bay Partners. We would expect the terms of any such equity line arrangement to be substantially similar to those described herein. However, we can give no
assurance that we will be able to secure an equity line arrangement on substantially these terms, if at all. Final terms of the Equity Line, assuming one is entered into by the company within three months following our annual stockholder meeting,
may be different than those described here. If our Board elects to enter into a different type of financing transaction or an equity line financing on substantially different terms than those described here, stockholder approval of this Proposal
Number 5 may not satisfy any stockholder vote standards under the Nasdaq Capital Market’s continued listing requirements.

3.
We refer to your disclosure on page 46 that you have outstanding warrants with “full ratchet” price protection which could result in additional dilution. Please define the term “full ratchet” and
provide additional disclosure to explain the potential effects of such provisions on current stockholders.

 Company Response

We will add additional disclosure concerning our existing warrants with “full ratchet” price protection. Per the Staff’s request, we will change
the third paragraph under the heading “Effect on Currently Outstanding Common Stock,” found on page 46, to read substantially as follows:

In addition, we have outstanding warrants to acquire up to 82,605,761 shares of our common stock at an exercise price per share (in other
words, a “strike price” per share) ranging from $0.2999998 to $1.80, meaning that these warrant holders can elect, until the expiry of their warrants, to purchase additional shares of our common stock at a price ranging from $0.2999998 to
$1.80 per share. However, approximately half of these warrants contain “full ratchet” price protection, which means that the per share strike price for these warrants can be reset, under certain circumstances, to a lower per share strike
price. Most commonly, this occurs when the company issues additional shares of common stock in a financing at an imputed per share price below the warrants’ then-existing per share strike price. Doing so results in the warrants’ per share
strike price adjusting down to the per share price of the newly issued shares.

 April 5, 2016

 Page
 4

 An adjustment to the per share strike price could result in substantial additional dilution
to our existing stockholders. For example, as of April 1, 2016, we had the following outstanding warrants with full ratchet price protection:

 Description of Warrants

Total Shares
Underlying
the Warrants

Current Strike
Price (per shr)

Warrant Expiration
Date

 Series A Warrants (December 2011 financing)

6,936,880

$
0.2999998

Dec 2016

 Series A Warrants (March 2016 financing)

15,331,165

$
0.2999998

Mar 2018

 Series B Warrants (March 2016 financing)

22,996,747

$
0.42

Mar 2022

 Therefore, if we were to sell additional shares of common stock under the Equity Line at a price per share
below $0.42 per share but above $0.30 per share, warrants to acquire up to approximately 22 million additional shares of common stock would have their strike price lowered to the sales price under the Equity Line. Similarly, if we were to sell
additional shares of common stock under the Equity Line at a price per share below $0.2999998 per share, then warrants entitling holders to purchase up to approximately 45 million additional shares of common stock would reset to the lower per share
purchase price of the sale under the Equity Line.

4.
Please revise your disclosure on page 46 to provide additional information regarding your expected use of proceeds from any sales under the Purchase Agreement. See Item 11(c) of Schedule 14A.

We will augment our disclosure with respect to our anticipated use of proceeds to read substantially as follows:

Use of Proceeds.

 We
intend to use any net proceeds raised through the Equity Line for general corporate purposes, including working capital, capital expenditures, research and development expenditures and clinical trial expenditures. A portion of the net proceeds may
also be used for the acquisition of businesses, products and technologies that are complementary to ours, or for other strategic purposes, although we have no current understandings, commitments or agreements to do so. Pending use of the net
proceeds, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities.

 ********

Please be advised that, in connection with the Staff’s comments in the March 31 Letter, the Company hereby acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filing; (ii) the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the U.S. Securities Exchange Commission
(the “Commission”) from taking any action with respect to the filing; and (iii) it is the Staff’s position that the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 April 5, 2016

 Page
 5

 We hope that the foregoing has been responsive to the Staff’s comments. If you should have any questions
about this letter or require any further information, please call the undersigned at (510) 475-4122.

 Very truly yours,

/s/ Kenneth B. Stratton

 Kenneth B. Stratton

General Counsel

Attachments/

 Proposal Number 3 – Approval of Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split

Proposal Number 4 – Approval of Amendment to the Company’s Certificate of Incorporation to Decrease Authorized Capital

 PROPOSAL NUMBER 3

Approval of Amendment to the Company’s

Certificate of Incorporation to Effect a Reverse Stock Split

General

 Our Board of Directors has
unanimously adopted a resolution declaring advisable and recommending to the stockholders for their approval a proposal to amend the company’s restated certificate of incorporation, as amended to date, to effect a reverse stock split of the
company’s issued and outstanding common stock at any whole number ratio between, and inclusive of, one for ten and one for fifteen (the “Reverse Stock Split”). Approval of this Proposal Number 3 will grant our Board the authority,
without further action by the stockholders, to carry out the Reverse Stock Split, at any time within three months after the date stockholder approval for the Reverse Stock Split is obtained from our stockholders, with the exact exchange ratio and
timing of the Reverse Stock Split (if at all) to be determined at our Board’s discretion. Our Board’s decision whether or not (and when) to effect a Reverse Stock Split (and at what whole number ratio to effect the Reverse Stock Split)
will be based on a number of factors, including market conditions, existing and anticipated trading prices for our common stock and the continued listing requirements of the NASDAQ Capital Market.

A sample form of the certificate of amendment relating to this Proposal Number 3, which we would file with the Secretary of State of the State
of Delaware to carry out the Reverse Stock Split, is attached to this proxy statement as Schedule 1 (the “First Amendment”).

 As
explained below, we are asking our stockholders to approve this Proposal Number 3 because we believe a Reverse Stock Split will result in a higher price per share for the outstanding shares of our common stock, which should enable us to maintain our
listing on NASDAQ and make our stock more marketable to investors, retail and institutional alike, as investors often have restrictions associated with, or concerns about investing in, “penny” or other low priced stocks. In addition, as
explained below, the Reverse Stock Split, if approved by our stockholders and implemented by our Board, would result in a significant increase in the number of authorized shares of common stock available to us for future issuance to fund our
continued operations and to grow our business.

 What to Expect from a Reverse Stock Split

If approved by our stockholders and Board, the Reverse Stock Split would be implemented simultaneously for all of our then-outstanding common
stock (the “Old Shares”) and the exchange ratio would be the same for all of our issued and outstanding shares of common stock. The Reverse Stock Split would affect all of our stockholders uniformly and would not affect any
stockholder’s percentage ownership interests in the company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share, because fractional shares would be rounded up to the nearest whole
share. Shares of common stock issued pursuant to the Reverse Stock Split (the “New Shares”) would remain fully paid and nonassessable. The Reverse Stock Split would not affect our continuing to be subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended. Upon becoming effective, the Reverse Stock Split would automatically convert outstanding Old Shares into a smaller fraction of New Shares, depending upon which conversion ratio our
Board may select. Outstanding derivative securities exercisable for, or convertible into, our common stock would be proportionally adjusted, as would the exercise and conversion prices of those derivative securities.

The information in the following table summarizes the possible effect of the Reverse Stock Split based upon the company’s issued and
outstanding equity, as of April 1, 2016:

 Split Ratio for Issued

and Outstanding Shares

Common Stock
Outstanding after
the Reverse Stock
Split (1)

Warrant and
Option Shares
Reserved after the
Reverse Stock Split (1)

Common Stock
Authorized after the
Reverse Stock Split

Post-Split
Com

Mail Stop 4720
March 31, 2016

Dr. Ian Massey
President and Chief Executive Office r
StemCells, Inc.
7707 Gateway Blvd .
Newark, CA 94560

Re: StemCells, Inc.
 Form PRE 14A
Filed March 14, 2016
File No. 000-19871

Dear Dr. Massey :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal Number 3, page 36

1. Rule 14a -4(a)(3) under the Securities Exchange Act of 1934 requires you to identify
clearly and impartially each separate matter upon which you intend to act, whether or not
related to or conditioned on the approval of other matters. In this regard, we not e that you
have combined two matters in Proposal 3. Please revise to unbundle Proposal 3 so that
the reverse stock split of your common s tock and the disproportionate decrease  in the
number of authorized  shares of  common s tock following the reverse stock s plit are two
separate proposals. If any of the proposals are mutually conditioned, please revise the
proxy statement accordingly and provide appropriate disclosure regarding the effect of a
negative vote on the related proposals.   In the alternative, pleas e provide your analysis as
to why you do not believe that the reverse stock split and disproportionate decrease in
authorized shares should be presented as separate proposals.  For guidance, refer to
Exchange Act Release 34 -31326 (October 16, 1992) at Sect ion II.H.

Dr. Ian Massey
StemCells, Inc.
March 31, 2016
Page 2

 Proposal Number 4, page 44

2. We refer to your descriptions regarding the terms of the proposed transaction. Please
revise your disclosure to identify the investor and disclose whether the investor is a pre -
existing investor.  Additionally, we n ote you have provided some disclosure about the
anticipated terms of the transaction, including how the price per share will be set for the
initial purchase on the Commencement date; the issuance of shares equal to
approximately 2% of the total dollar valu e of the equity line; and the 9.99% limitation on
issuance.   Please revise to clarify that these terms are subject to change and discuss the
consequences if they do change.

3. We refer to your disclosure o n page 46  that you have  outstanding warrants with  “full
ratchet” price protection which could result in additional dilution. Please define the term
“full ratchet” and provide additional disclosure to explain the potential effects of such
provisions on current stockholders.

4. Please revise your disclosu re on page 46 to provide additional information regarding your
expected use of proceeds from any sales under the Purchase Agreement. See Item 11(c)
of Schedule 14A.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, t hey are responsible for the accuracy
and adequacy of the disclosures they have made.

 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 filing; and

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

Dr. Ian Massey
StemCells, Inc.
March 31, 2016
Page 3

 Please contact  Dorrie Yale  at 202-551-8776 or me at 202-551-3675  with any other
questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

December 28, 2010

Kenneth B. Stratton General Counsel StemCells, Inc. 3155 Porter Drive Palo Alto, CA 94304
Re: StemCells, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Definitive Proxy Statement filed April 13, 2010 File No. 000-19871
 Dear Mr. Stratton:

We have completed our review of your fili ngs and do not have any further comments at
this time.
  Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
1
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corresp

December 2, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:

    Jeffrey Riedler

Frank Wyman

Lisa Vanjoske

Karen Ubell

Suzanne Hayes

Jim B. Rosenberg

    Re:

    SEC Comment Letter dated November 17, 2010

StemCells, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Definitive Proxy Statement on Schedule 14A filed April 13, 2010

File No. 001-19871

Ladies and Gentlemen:

On behalf of StemCells, Inc. (the “Company”), this letter is being submitted to the Staff of the
Securities and Exchange Commission (the “Commission”) in response to the comments in the Staff’s
letters dated June 7, 2010 (the “June 7 Letter”), September 15, 2010 (the “September 15 Letter”),
and November 17, 2010 (the “November 17 Letter”) regarding the Company’s 10-K for the year ended
December 31, 2009 (the “2009 10-K”) and definitive proxy statement filed on April 13, 2010 (our
“2010 Proxy Statement”).

For reference purposes, the Staff’s comments in the November 17 Letter are reproduced in bold in
this letter, and the Company’s corresponding responses are shown below the Staff’s comments. We
also make occasional cross references to the Company’s earlier written response letters to the
Commission dated July 6, 2010 (our “July 6 Response”) and September 28, 2010 (our “September 28
Response”).

Accordingly, we supplementally advise you as follows:

Definitive Proxy Statement filed April 13, 2010

Executive Compensation, page 11

Bonus Compensation, pages 13-14

    5.

    We note your response to prior comment 5 and reissue our comment. A detailed description of
the specific corporate goals, though subjective and not linearly tied to the compensation
committee’s bonus determination, is material to understanding how you incentivize and reward
your executive officers. Such detailed description has not been provided by your previous
response on July 6, 2010. Please confirm that you will provide a detailed description on the specific corporate
goals approved by the board for 2010 corporate performance in your 2011 proxy statement. To
the extent that your goals are quantified, confirm that the description of your goals in
your proxy statement will also be quantified.

U.S. Securities and Exchange Commission

December 2, 2010

Page 2

Company Response:

We agree that a detailed description of our corporate goals, especially how they are set and how
they are used, is important to an understanding of our compensation practices and how we
incentivize our executive officers. As previously explained, achievement of one or more of each
year’s corporate goals is a factor, among many, that our Compensation Committee takes into
consideration when determining whether to award a discretionary bonus to employees in any given
year. Other factors include the Committee’s subjective assessment of general market trends, the
Company’s future prospects and resources, and the Company’s challenges and accomplishments during
the preceding year.

None of our 2009 corporate goals were tied to our financial statements and so none were
quantifiable goals like the ones used by large commercial companies to reward executives, such as
bonuses tied to earnings per share, return on equity or other common financial metrics. Should we
adopt any such quantified goals in the future, we will describe them in our future proxy statements
if doing so would not result in competitive harm, as provided by Instruction 4 to Item 402(b) of
Regulation S-K.

We refer the Staff to our responses to Comments 17 and 18 in our July 6 Response. We believe that
the additional disclosures included in those responses, together with what we have disclosed in our
public filings, disclose all material information necessary to allow investors and potential
investors in the Company to understand the significant types of measures and considerations used by
our Board to compensate our employees, including our executive officers.

While we did not fully describe our 2009 corporate goals in our July 6 Response, we refer the
Commission to our 2010 Proxy Statement, as augmented by our July 6 Response. Together the
disclosure would read:

    Bonus compensation. We view periodic bonuses, whether paid in cash or equity, as an
important element of compensation for several reasons. Bonuses help align individual employee
efforts with overall corporate strategies and objectives. Bonuses also help us manage salary
expense, while still allowing us to reward successes. By using discretionary bonuses as part of
the compensation mix, we have greater flexibility in managing the timing and amounts of
compensation.

    Over the past few years, we have awarded bonuses on an annual basis after considering, among
other things, the company’s accomplishments against stated corporate goals adopted by the Board,
the company’s financial position, the status of its development programs, clinical progress and
corporate development activities, and general economic factors. This has necessarily involved a
subjective assessment by the Compensation Committee of corporate performance and market
conditions each year.

    The process of establishing our corporate goals over the past few years has been a lengthy one.
For each fiscal year, our executive officers have presented the Compensation Committee of the
Board with approximately five to ten proposed corporate goals, each often consisting of multiple
sub-parts. Management has usually presented its recommended corporate goals to the Compensation
Committee concurrent with our proposed corporate budgets for the

U.S. Securities and Exchange Commission

December 2, 2010

Page 3

    following fiscal year. Goals have been designed to be challenging, so that one would not expect
consistent achievement of all of them. Typically these goals have included some pre-clinical and
clinical goals for our HuCNS-SC cell product candidate, financing and corporate development
goals, goals related to advancement in cell manufacturing practices, and goals related to
advancement of our Liver Program. While all these goals have been considered important, and we
have used a cross-functional and balanced approach to setting them, we have typically
prioritized our goals by assigning relative weightings to each of them, with all of them
together adding up to 100%. However, by design, no one goal has ever accounted for a majority
of the relative weightings.

    After receiving management’s recommended goals, members of the Compensation Committee would
review them with our executive officers and oftentimes provide suggestions for additional goals
or changes to the recommended goals. Typically, after our executive officers and directors have
completed this iterative process, which has often taken several weeks, the Compensation
Committee would adopt revised corporate goals consistent with the foregoing principles and
recommend the updated corporate goals to the full Board for consideration and approval.

    Thereafter, during each fiscal year, our executive officers have used the Board-approved
corporate goals as a management tool, for example to coordinate activities, motivate personnel
and help prioritize the use of Company resources. The executive officers have sometimes
referred back to the corporate goals when providing business updates to the Board, similar to
management’s reference back to an approved annual budget.

    Recently, at the end of each fiscal year, our Chief Executive Officer has presented the
Compensation Committee with his assessments of corporate performance against the Board-approved
corporate goals, together with a summary of any important factors that weighed in his
assessments, which he has provided as context. Because our corporate goals have not been
formulaic or quantitative in nature (we have not had a corporate goal tied to specific stock
price, revenues or expenses, for example), our CEO’s assessments have been largely qualitative
in nature. Along with these assessments, our CEO has provided a percentage score for each goal
reflecting the degree to which each goal was or was not, in his judgment, achieved during the
year.

    The Compensation Committee has usually considered these percentage scores as well as our Chief
Executive Officer’s commentary about corporate performance and more general assessments of the
state of our business when determining whether to award employees a company-wide corporate bonus
in any given year, and if so how much of the available bonus pool to award. However, the
Compensation Committee members have used their own judgment to determine the size of any bonus
award, if any. Therefore, there has been no direct correlation between the aggregate percentage
score given to any year’s corporate goals by our CEO and the ultimate bonus payout. In any
given year, the Board may grant more than 100% of the bonus pool for the year. The Board may
also grant less than 100% of the bonus pool even if all of the corporate goals have been
achieved. While the Compensation Committee and the Board as a whole use the corporate goals as a
measure of success, the amount of any bonus grant, as well as how and when it will be paid, is
completely within the Board’s sole discretion.

    With these various principles in mind, we recently took the following actions with respect to
corporate bonuses.

U.S. Securities and Exchange Commission

December 2, 2010

Page 4

    In January 2010, as part of its annual year-end review of performance, the Compensation
Committee (with input from the Chief Executive Officer and other Board members) considered,
among other things, significant company performance accomplishments in 2009, the company’s
successes measured against its 2009 corporate goals, the degree of difficulty in achieving these
goals, as well as other events and circumstances that affected performance. The 2009 goals, as
approved by our Board, consisted generally of the following: (i) progress in our CNS Program,
including activities aimed at initiating clinical trials of our HuCNS-SC proprietary cell-based
product in multiple therapeutic indications; (ii) progress in our Liver Program; (iii)
successful fundraising efforts; (iv) successful corporate development activities; and (v)
advancement of our scientific development programs.

    Highlights of the 2009 accomplishments taken into account by the Compensation Committee in
determining the overall company performance included:

    •

    In January 2009, we completed a Phase I clinical trial of our HuCNS-SC® product
candidate (purified human neural stem cells) in infantile and late infantile neuronal ceroid
lipofuscinosis (NCL, also often referred to as Batten disease), a fatal neurodegenerative
disorder in children.

    •

    In June 2009, we announced positive results from our NCL trial. The Phase I data demonstrated
that the HuCNS-SC cells, the transplantation procedure, and the immunosuppression regimen were
well tolerated, and that the patients’ medical, neurological and neuropsychological conditions,
following transplantation, appeared consistent with the normal course of the disease. In
addition to this favorable safety profile, we reported evidence of engraftment and long-term
survival of the HuCNS-SC cells.

    •

    In November 2009, we initiated a Phase I clinical trial designed to test the safety and
preliminary efficacy of our HuCNS-SC cells in Pelizaeus-Merzbacher Disease (PMD), a fatal
myelination disorder that primarily afflicts infants and young children.

    •

    In September 2009, we received ethics committee approval at the Université Catholique de
Louvain (UCL) in Belgium to initiate a clinical study evaluating our human liver engrafting
cells (hLEC) as a potential cellular therapy for liver-based metabolic disorders.

    •

    In May 2009, our collaborators at Oregon Health & Science University (OHSU) Casey Eye
Institute presented data showing that our human neural stem cells, when transplanted into an
animal model of retinal degeneration, engraft long term and protect the retina from progressive
degeneration.

    •

    In April 2009, we closed the acquisition of substantially all of the operating assets and
liabilities of Stem Cell Sciences plc for 2,650,000 shares of our common stock and approximately
$700,000 in cash. As a result of this transaction, we added proprietary cell technologies
relating to embryonic stem cells, induced pluripotent (iPS) stem cells, and tissue-derived
(adult) stem cells; expertise and infrastructure for providing cell-based assays for drug
discovery; a specialty cell culture products business; an intellectual property portfolio with
claims relevant to cell processing, reprogramming and manipulation, as well as to gene targeting
and insertion; and a European presence with operations in Cambridge, UK.

    •

    In November 2009, we raised $12,500,000 in gross proceeds through the sale of 10,000,000
shares of common stock and warrants to purchase 4,000,000 shares of common stock at an exercise
price of $1.50 per share. We received total proceeds, net of offering expenses and placement
agency fees, of approximately $11,985,000.

    Following this review, the Compensation Committee awarded a discretionary bonus equal to 70% of
the available bonus pool, based upon the committee members’ assessments of market conditions,
corporate risks, Company successes in 2009, employee compensation more

U.S. Securities and Exchange Commission

December 2, 2010

Page 5

    generally, and our market comparables, among other things, including the committee member’s
qualitative assessments of the Company’s performance in 2009 measured against its 2009 corporate
goals. The bonuses were calculated using each employee’s annual base salary as of January 1,
2009, and paid in January 2010.

    In Mr. McGlynn’s case, because his base salary on January 1, 2009 was $525,000 and because his
target bonus was 55%, his 2009 bonus was $202,125. In Dr. Tsukamoto’s case, because her base
salary on January 1, 2009 was $300,000 and because her target bonus was 25%, her 2009 bonus was
$52,500. In Mr. Young’s case, because his base salary on January 1, 2009 was $275,000 and
because his target bonus was 25%, his 2009 bonus was $48,125. In Dr. Craig’s case, because his
base salary on January 1, 2009 was $275,000 and his target bonus was 25%, his 2009 bonus was
$48,125. In Mr. Stratton’s case, because his base salary on January 1, 2009 was $250,000 and
because his target bonus was 20%, his 2009 bonus was $35,000.

We would anticipate providing similar disclosure in our 2011 proxy statement to describe our 2010
corporate goals because our bonus methodologies have not changed materially.

After a thorough discussion of these matters with our securities counsel, we believe the above
disclosure to be appropriate, balanced and in compliance with our obligations under item 402(b),
for the reasons given in our July 6 Response and our September 28 Response. We believe we fully
disclose all material elements underlying the Company’s policies and decisions concerning bonus
compensation, including the most important factors relevant thereto.

If the Commission should have any remaining questions or concerns, however, we would welcome an
opportunity to discuss these matters further by phone. We will also continue to assess the
adequacy of our disclosure in this regard in connection with our future proxy filings and we agree
that, in future filings, we will provide a detailed description of our corporate goals along the
lines described above.

********

Please be advised that, in connection with the Staff’s comments in the June 7 Letter, the September
15 Letter, and the November 17 Letter and the Company’s responses thereto, the Company hereby
acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in
the

November 17, 2010

Kenneth B. Stratton General Counsel StemCells, Inc. 3155 Porter Drive Palo Alto, CA 94304
Re: StemCells, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Definitive Proxy Statement filed April 13, 2010 File No. 000-19871
 Dear Mr. Stratton:

We have reviewed your September 28, 2010 response to our September 15, 2010 letter
and have the following comment.
 Please respond to this letter within te n business days by providing the requested
information.  If you do not believe our comment a pplies to your facts a nd circumstances, please
tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.
Definitive Proxy Statement filed April 13, 2010

Executive Compensation, page 11

Bonus Compensation, page 14

1. We note your response to prior comment 5 and reissue our comment.  A detailed
description of the specific co rporate goals, though subjective and not linearly tied to the
compensation committee’s bonus determination, is material to understanding how you
incentivize and reward your executive officers.   Such detailed description has not been
provided by your previous response on July  6, 2010.  Please confirm that you will
provide a detailed description of the specifi c corporate goals approved by the board for
2010 corporate performance in your 2011 proxy stat ement.  To the extent that you goals
are quantified, confirm that the description of  your goals in your  proxy statement will
also be quantified.

Kenneth B. Stratton StemCells, Inc. November 17, 2010 Page 2

You may contact Karen Ubell, Staff Attorn ey, at (202) 551-3873, Suzanne Hayes, Legal
Branch Chief, at (202) 551-3675 or me  at (202) 551-3715 with any questions.
  Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
1
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corresp

September 28, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:

    Frank Wyman

Lisa Vanjoske

Karen Ubell

Suzanne Hayes

Jim B. Rosenberg

    Re:

    SEC Comment Letter dated September 15, 2010

StemCells, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Definitive Proxy Statement on Schedule 14A filed April 13, 2010

File No. 001-19871

Ladies and Gentlemen:

On behalf of StemCells, Inc. (the “Company”), this letter is being submitted to the Staff of the
Securities and Exchange Commission (the “Commission”) in response to the comments in the Staff’s
letters dated June 7, 2010 (the “June 7 Letter”) and September 15, 2010 (the “September 15 Letter”)
regarding the Company’s 10-K for the year ended December 31, 2009 (the “2009 10-K”) and definitive
proxy statement filed on April 13, 2010 (our “2010 Proxy Statement”).

For reference purposes, the comments as reflected in the September 15 Letter are reproduced in bold
in this letter, and the corresponding responses of the Company are shown below each comment.
Occasionally, we also make cross references to the Company’s earlier written response letter to the
Commission dated July 6, 2010 (our “July 6 Response”).

Accordingly, we supplementally advise you as follows:

Item 1. Business

Licenses with Research Institutions, page 14

    1.

    We note your responses to prior comments five and seven directing us to your requests for
confidential treatment with respect to certain terms of the Edinburgh License Agreement and
the License Agreement with NeuroSpheres Holdings Ltd. each granted by the Commission. The
confidential treatment request was granted without the benefit of a review. In the letter
informing you of the grant of your confidential treatment request, we informed you that we
maintain the authority to reconsider the grant of confidential treatment. While we generally
believe the royalty rate

U.S. Securities and Exchange Commission

September 28, 2010

Page 2

    is a material term of a license agreement, we are willing to grant
confidential treatment for the royalty rate when the royalty range is
disclosed. Accordingly, please revise your disclosure regarding these agreements to include
a reasonable range within which the royalty rate falls, for example “single digits,”
“teens,” “twenties,” etc. Additionally, in lieu of any minimum annual payments owed, please
provide the aggregate potential milestone payments due under the Edinburgh License
Agreement.

Company Response:

All of the product-based royalty rates in the license agreements between the Company and
NeuroSpheres are in the single digits. All of the product-based royalty rates in the license
agreement between the Company and the University of Edinburgh are in the single digits and there
are no provisions under the University of Edinburgh license agreement for the payment of potential
milestones by the Company. In future filings, we will disclose these royalty ranges for these
agreements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 49

Indemnification Agreement

    2.

    Please refer to prior comment ten [from the June 7 Letter]. You have concluded that as of
December 31, 2009, prepaid royalties of $750,000 are realizable against future milestone and
royalty payments to NeuroSpheres. Please tell us why this assumed realization against future
milestone payments does not represent recognition of a contingent gain, which is prohibited by
ASC 450-30-25.

Company Response:

We do not believe that the amount capitalized and subsequent realization represent recognition of a
contingent gain as prohibited by ASC 450-30-25, as there is no uncertainty around the required
annual payments of $50,000 to NeuroSpheres. We expect to, as we are contractually obligated to,
make these annual payments through the remaining life of the licensed patents, i.e. approximately
15 years as of December 31, 2009. As the indemnification agreement with NeuroSpheres entitles us
to offset certain litigation costs incurred against amounts otherwise owed to NeuroSpheres under
our licensing agreements, we capitalized $750,000 ($50,000 x 15) of these litigation costs. The
amount capitalized was not dependent on the achievement of any milestones or related to any other
contingent payments which may become due under the agreements. We will reduce this asset by
$50,000 per annum in lieu of the cash payments due to NeuroSpheres.

Notes to Consolidated Financial Statements

Note 5. Acquisition of SCS, page 70

    3.

    Please refer to prior comment 13 [from the June 7 Letter]. Confirm to us that you will
disclose the information provided in your response in future filings.

U.S. Securities and Exchange Commission

September 28, 2010

Page 3

Company Response:

Reference is made to Item 13 of our July 6 Response. The Company will include substantially
similar disclosure in its future filings.

Note 12. Commitments and Contingencies, page 77

    4.

    Please refer to prior comment 16 [of the June 7 Letter]. You assert that these arrangements
are not material to your business. However, the future success of your research and
development appears to depend significantly on these licensed agreements and research
collaborations. Also, you disclose a potential $15 million maximum royalty obligation to Cal
Tech. Accordingly, please disclose the principal terms of your license arrangements and
collaborations with research institutions and commercial entities.

Company Response:

We refer the Commission to our responses to Items 6, 7, 8, 9, and 16 in our July 6 Response. We
continue to believe that we have filed all agreements material to our business and have
appropriately disclosed all arrangements to give a prospective or actual investor in our Company
sufficient information to make an informed investment decision. We do not believe the future
success of our research and development efforts depend significantly on any particular license
agreements or research collaborations, other than perhaps our license agreements with NeuroSpheres
and the University of Edinburgh, all three of which have been previously filed with the Commission.

For example, the license agreements with the California Institute of Technology (“Cal Tech”)
covered the in-bound license of various technologies unrelated to the Company’s HuCNS-SC or hLEC
cell-based product development efforts. Any contingent milestones provided in the Cal Tech
license agreement were therefore extremely remote and not of material consequence to our business.
Indeed, earlier this week, the Company terminated its license agreements with Cal Tech precisely
because the Company concluded there was no on-going value in the licenses given the Company’s
on-going product development activities.

The Company will continue to disclose the material terms and conditions of any material
collaboration agreements entered into by the Company other than in the ordinary course of business,
as required by applicable law and regulation.

Definitive Proxy Statement filed April 13, 2010

Executive Compensation

Compensation Discussion and Analysis

Compensation of Named Executive Officers

Bonus Compensation, page 13

    5.

    We note your response to comment 18 [of the June 7 letter] and disagree with your conclusion
that a more detailed description of your corporate

U.S. Securities and Exchange Commission

September 28, 2010

Page 4

    goals is not necessary. A more detailed description of the goals is material to
understanding how you incentivize and reward your executive officers. Please confirm that
you will provide a more detailed description of these goals in your 2011 proxy statement.

Company Response:

We refer the Commission to our response to Items 17 and 18 in our July 6 Response. With the
additional disclosures therein, we believe our public filings disclose all material information
necessary to allow investors and potential investors in the Company to understand the significant
types of measures and considerations used by our Board to compensate our employees, including our
executive officers, to date. We do not believe additional detail about the specific corporate
goals would be helpful to investors, as the goals themselves have been subjective and the
relationship between the goals and the decision by the Compensation Committee to award a
discretionary bonus, if any, has never been a linear one. However, we will continue to assess the
adequacy of our disclosure in this regard and will provide a more detailed description of our
corporate goals in our 2011 proxy statement to the extent necessary for a proper understanding of
our compensation practices.

********

Please be advised that, in connection with the Staff’s comments in the June 7 Letter and September
15 Letter and the Company’s responses thereto, the Company hereby acknowledges that (i) the Company
is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing; (ii)
the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose
the Commission from taking any action with respect to the filing; and (iii) it is the Staff’s
position that the Company may not assert the 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 foregoing has been responsive to the Staff’s comments. If you should have any
questions about this letter or require any further information, please call the undersigned at
(650) 475-3122.

Very truly yours,

/s/
Kenneth B. Stratton

Kenneth B. Stratton

General Counsel

September 15, 2010
  Mr. Martin McGlynn President and Chief Executive Officer  StemCells, Inc.  3155 Porter Drive Palo Alto, CA 94304
Re: StemCells, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Definitive Proxy Statement filed April 13, 2010 File No. 000-19871

Dear Mr. McGlynn:

We have reviewed your July 6, 2010 response to our June 7, 2010 letter and have the
following comments.  In our comments, we ask y ou to provide us with information to better
understand your disclosure.
 Please respond to this letter within ten business days by providing us 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, in which you intend to first
include it.  If you do not believe a comment  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 additional comments and/or
request that you amend your filing.   Item 1. Business

 Licenses with Research Institutions, page 14

1. We note your responses to prior comments five  and seven directing us to your requests
for confidential treatment w ith respect to certain terms of the Edinburgh License
Agreement and the License Agreement with NeuroSpheres Holdings Ltd. each granted by
the Commission.  The confidential treatment re quest was granted without the benefit of a
review.  In the letter informing you of the gr ant of your confidential treatment request, we
informed you that we maintain the authority to reconsider the grant of confidential treatment.  While we generally believe the royalty rate is a material term of a license agreement, we are willing to grant confiden tial treatment for the royalty rate when the

Mr. Martin McGlynn StemCells, Inc.   September 15, 2010 Page 2

royalty range is disclosed.  Accordingly, plea se revise your disclosure regarding these
agreements to include a reasona ble range within which the roya lty rate falls, for example
“single digits,” teens,” “twenties,” etc.  Additionally, in lieu of any minimum annual
payments owed, please provide the aggregate potential milestone payments due under the
Edinburgh License Agreement.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resources, page 49

Indemnification Agreement
2. Please refer to prior comment ten. You have  concluded that as of December 31, 2009,
prepaid royalties of $750,000 ar e realizable against future milestone and royalty
payments to NeuroSpheres.  Please tell us w hy this assumed realization against future
milestone payments does not represent rec ognition of a continge nt gain, which is
prohibited by ASC 450-30-25.

Notes to Consolidated Financial Statements

Note 5. Acquisition of SCS, page 70

3. Please refer to prior comment 13. Confirm to us that you will disclose the information
provided in your response in future filings.
Note 12. Commitments and Contingencies, page 77

4. Please refer to prior comment 16. You assert th at these arrangements are not material to
your business. However, the future success of  your research and development appears to
depend significantly on these licensed agreemen ts and research collaborations. Also, you
disclose a potential $15 million maximum roya lty obligation to Cal Tech. Accordingly,
please disclose the principal terms of your li cense arrangements and collaborations with
research institutions and commercial entities.
 Definitive Proxy Statement filed April 13, 2010

Executive Compensation
Compensation Discussion and Analysis
Compensation of Named Executive Officers
Bonus Compensation, page 13

5. We note your response to comment 18 and di sagree with your conclusion that a more
detailed description of your corporate goals is not necessary. A more detailed description
of the goals is material to understanding how you incentivize and reward your executive

Mr. Martin McGlynn StemCells, Inc.   September 15, 2010 Page 3

officers. Please confirm that you will provide a more detailed description of these goals
in your 2011 proxy statement.

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  Karen Ubell, Staff Attorney, at (202) 551-3873
or Suzanne Hayes, Legal Branch Chief, at (202) 551-3675 with questions on any of the other
comments. In this regard, do not hesi tate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
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corresp

July 6, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:

    Frank Wyman

Lisa Vanjoske

Karen Ubell

Suzanne Hayes

Jim B. Rosenberg

    Re:

    SEC Comment Letter dated June 7, 2010

StemCells, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Definitive Proxy Statement on Schedule 14A filed April 13, 2010

File No. 001-19871

Ladies and Gentlemen:

On behalf of StemCells, Inc. (the “Company”), this letter is being submitted to the Staff of the
Securities and Exchange Commission (the “Commission”) in response to the comments in the Staff’s
letter dated June 7, 2010 (the “June 7 Letter”) regarding the Company’s 10-K for the year ended
December 31, 2009 (the “2009 10-K”) and definitive proxy statement filed on April 13, 2010 (our
“2010 Proxy Statement”).

For reference purposes, the comments as reflected in the June 7 Letter are reproduced in bold in
this letter, and the corresponding responses of the Company are shown below each comment.

Accordingly, we supplementally advise you as follows:

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

Item 1. Business

General

    1.

    We note your disclosure in the risk factor titled “The manufacture of cell-based therapeutic
products is novel, regulated, critical to our business and dependent upon specialized key
materials.” Specifically, you state that some of your material requirements are single
sourced and the loss of a source may adversely affect your business. Please identify your
products and product candidates that are dependent on sole source providers and

U.S. Securities and Exchange Commission

July 6, 2010

Page 2

    identify the sole source providers. If you have agreements with these parties, file the
agreements and describe the material terms. Alternatively, tell us why you believe you are
not substantially dependent on such agreements.

Company Response:

While there are over a hundred separate disposables and dozens of media and reagents used in both
the manufacture of a patient dose of HuCNS-SC cells and in the production of cell banks, just a few
of these are single sourced. Some of these are custom made for us under contract, but none of
these are considered material to our business. Also, we do not believe our business is
substantially dependent on any of the single sourced materials because each could be replaced by
alternative technologies or provided by separately engaged manufacturers upon our request. We
believe we have a sufficient supply of all key materials in inventory to prepare the patient doses
needed to complete our currently active clinical trials.

Nevertheless, while we believe our supply chain risks are manageable, replacing technologies in a
highly regulated manufacturing process such as ours could entail additional cost and time and would
have the potential to delay one or more of our planned clinical trials.

Marketing, page 12

    2.

    We note that you have distribution agreement with Millipore Corporation for the marketing and
sale of certain cell culture products. If you are substantially dependent on an agreement
with Millipore for the sale of your products, please file the agreement and describe the
material terms of the agreement. If you believe you are not substantially dependent on an
agreement with Millipore, please provide us with an analysis supporting your determination.
Your analysis should address the percentage of product sales that are attributable to the
agreement.

Company Response:

We discuss our arrangement with Millipore Corporation because we believe it indicates the potential
for our cell culture products and represents one potential pathway to the commercialization of
these technologies. However, we are principally a research and development company and none of our
product development efforts are substantially dependent on any revenues from, or on our
relationship with, Millipore. Our arrangement with Millipore is essentially a licensing one from
which we receive a percentage of Millipore’s net sales of certain identified products, all of which
are manufactured by Millipore. None of these revenues are material to our business, and presently
we view our current revenues as an incremental offset to our principal business expenditures
related to our research, development, and commercialization of stem cell therapeutics and related
enabling technologies.

Patents, Property Rights and Licenses, page 12

    3.

    Please clarify which patents you own and which you license from other parties. Please also
disclose when each patent identified expires.

U.S. Securities and Exchange Commission

July 6, 2010

Page 3

Company Response:

Of the eighteen patents identified on pages 12-13 of our 2009 10-K as being amongst our
“significant” patents, eight are owed by us and ten are exclusively licensed to us. The table
below sets out the anticipated expiration dates of these patents absent the grant of any patent
term extension, whether under the Hatch Waxman Act (Pub. L. 98-417) or otherwise, which information
will be included in our future 10-K filings:

    Patents Owned:

    5,968,829 (2017); 7,153,686 (2019);
6,777,233 (2017); 6,468,794 (2019);
6,238,922 (2019); 7,049,141 (2019);
7,211,404 (2022); 7,381,561
(2024)[note this patent was
incorrectly identified in our 2009
10-K as U.S. Pat. No. 7,381,261]

    Patents Exclusively Licensed

(licensor included):

    7,361,505 (NeuroSpheres, 2017);
6,497,872 (NeuroSpheres, 2019);
5,851,832 (NeuroSpheres, 2015);
6,294,346 (NeuroSpheres, 2018);
7,005,299 (University of Edinburgh,
2014); 6,150,169 (University of
Edinburgh, 2014); 6,878,542
(University of Edinburgh, 2014);
7,256,041 (University of Edinburgh,
2014); 6,146,888 (University of
Edinburgh, 2014); 7,371,573
(University of Edinburgh, 2019)

Licenses with Research Institutions, page 14

    4.

    We note your reference to a license agreement with Oregon Health & Science University on page
14. Additionally, we note the reference to your collaborators at OHSU Casey Eye Institute on
page 40. Please provide a discussion of the material terms of your collaboration and license
agreements with OHSU and either file the agreements or provide us with an analysis supporting
your determination that you are not required to file them.

Company Response:

We view our relationships with many of our collaborators as indicators of the potential of our
research and development efforts and of our technologies. Our partners in these efforts, such as
Oregon Health & Science University and OHSU Casey Eye Institute, are considered by many as leading
centers of research excellence and therefore helpful in demonstrating to investors the progress and
potential of our programs. We believe this is also true with respect to many of our licensing
relationships, particularly with academic centers of excellence such as Cambridge University and
the RIKEN Institute.

Despite the fact that we view these relationships as helpful information for investors to
understand the breadth and sophistication of our collaboration partners, in most instances we do
not view the contractual aspects of these relationships as material. This is true for Oregon
Health & Science University, OHSU Casey Eye Institute, Cambridge University, and the RIKEN
Institute, for example. In all these cases, the ongoing financial obligations with these parties
are not material. Likewise, the work performed or the licenses granted under these agreements are
not material to our business. We consider our relationships with these entities to be part of our
ordinary course of business given that we are engaged in the development and commercialization of
stem cell therapeutics and enabling technologies for stem cell-based research and drug discovery
and development.

U.S. Securities and Exchange Commission

July 6, 2010

Page 4

    5.

    With respect to your license agreement with the University of Edinburgh, please also disclose
the royalty range (single digits, twenties, thirties, etc.), the minimum annual payments and
when the agreement expires.

Company Response:

In future filings, we will summarize the termination provisions of our license agreement with the
University of Edinburgh, dated as of January 31, 2006 (the “Edinburgh License Agreement”).
Essentially the agreement is terminable by either party upon the other party’s material breach as
well as terminable by the University of Edinburgh in the event of our bankruptcy.

With respect to minimum annual payments owed, we respectfully advise the Staff that we consider the
royalty payments with the University of Edinburgh to be confidential information for the reasons
set forth in the confidential treatment request we filed with the
Commission on March 11, 2010 in respect
of the Edinburgh License Agreement, which was granted effective April 20, 2010. We continue to
believe that disclosing the royalty rate or a range of royalty rates would result in competitive
harm to the Company.

    6.

    Please include a description of your agreements with Cambridge University and RIKEN
Institute. Your discussion should include:

    •

    the nature of the agreement;

    •

    products or product candidates dependent on the agreement;

    •

    each party’s rights and obligations;

    •

    payment provisions, including payments made to date, aggregate potential
milestone payments, minimum annual payments, royalty rates or a range of
royalty rates; and term and termination provisions.

Additionally, please file the agreements or provide an analysis supporting your
determination that you are not substantially dependent on each agreement.

Company Response:

We refer the Staff to our response to Comment 4. We believe that these agreements are not
material, although we consider identifying the relationships with these entities as helpful
information for investors to understand the breadth and sophistication of our collaboration
partners. Accordingly, we have described the basic subject matter of our agreements with these
parties in our filings.

Licenses with Commercial Entities, page 14

    7.

    With respect to your agreement with NeuroSpheres, please disclose when the patents licensed
to you are scheduled to expire and a range of royalty rates payable under the license
agreement.

Company Response:

In future filings, we will identify the significant patents we have licensed from NeuroSpheres and
disclose the expiration dates of these patents. However, we respectfully advise the Staff that we
consider the royalty payments with NeuroSpheres to be confidential

U.S. Securities and Exchange Commission

July 6, 2010

Page 5

information
for the reasons set forth in the confidential treatment request filed
with the Commission in
March 2001 and later granted in respect of the License Agreement, dated as of October 30, 2000,
between the Company and NeuroSpheres Holdings Ltd. We continue to believe that disclosing these
royalty rates, even as a range of royalty rates, would result in competitive harm to the Company.

    8.

    With respect to your agreement with Stem Cell Therapeutics, please disclose aggregate
payments to date, aggregate potential milestone payments, applicable royalty range and term
and termination provisions.

Company Response:

We respectfully advise the Staff that we do not consider our agreement with Stem Cell Therapeutics
to be material. This is one of several license agreements entered into by us in the ordinary
course of business to grant non-exclusive rights to practice one or more technologies covered by
some of our patents in order to pursue activities that are not central to our business strategy of
developing and commercializing cell-based therapeutics. In this case, the license covers three
patent families and allows Stem Cell Therapeutics to use erythropoietin in combination with a
proliferating agent to modulate or stimulate endogenous neural stem cells for the treatment of
certain CNS diseases and disorders. Total revenue under this license will be contingent upon the
clinical and commercial success of Stem Cell Therapeutics. We do not consider the annual fees or
likely near-term revenues under this license to be material.

    9.

    Please describe the terms of your license of your IRES technology to a “major international
pharmaceutical company.” Your discussion should identify the licensor, quantify payments made
to date and aggregate potential payments, and describe term and termination provisions.
Please also file the agreement or provide us with an analysis supporting your determination
that you are not required to file the agreement.

Company Response:

We respectfully advise the Staff that we do not consider our agreement with this pharmaceutical
company for IRES technology to be material. This is one of several license agreements entered into
by us in the ordinary course of business to grant non-exclusive rights to practice one or more
technologies covered by some of our patents in order to pursue activities that are not central to
our business strategy of developing and commercializing cell-based therapeutics. In this case, the
license covers just one patent family and allows the pharmaceutical company to engage in certain
internal research activities not related to stem cell therapeutics. The license is now fully-paid
up and the total revenues received under this license were immaterial.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 49

Indemnification Agreement

    10.

    You have capitalized $750,000 of litigation cost reimbursements to NeuroSystems as “Other
assets non-current” due to your right of offset

U.S. Securities and Exchange Commission

July 6, 2010

Page 6

    against future maintenance fees, milestones and royalties to be owed under the related
license agreements with this commercial entity. Your assertion that this amount is a fair
estimate of your future obligations to NeuroSystems appears to be premised on the future
commercialization of the associated products and technologies. However, on page 23, you
assert that these products and technologies are only in the early stages of discovery and
development, are inherently risky and may not ever achieve commercialization. Please
explain to us this apparent contradiction. Also, tell us why you believe that deferral of
these litigation cost reimbursements complies with GAAP with reference to the authoritative
literature upon which you based your conclusion.

Company Response:

Pursuant to a previously filed agreement amending our license agreements with NeuroSpheres, we are
entitled to off-set all litigation costs incurred in our patent infringement suit against
Neuralstem (discussed on page 32,“Item 3. Legal proceedings” and page 79, “Contingencies”) against
amounts that would otherwise be owed to NeuroSpheres under these license agreements, such as annual
maintenance fees, milestones and royalty payments. We have capitalized $750,000 of our litigation
costs in this lawsuit because we will use these costs to offset the $50,000 asset-based royalty
payment we are contractually obligated to pay NeuroSpheres each year. The $750,000 capitalized was
not premised on future commercialization of products or technologies but rather on annual payments
to the farthest expiry date of our license agreements with NeuroSpheres.

Because these annual payments of $50,000 are fully creditable against royalties due to
NeuroSpheres, we have classified the $750,000 as part of prepaid royalties under “Other Assets.”
We will clarify this disclosure in future filings. We set forth below what we consider the
applicable accounting guidance in the GAAP Literature:

Concept 6:

Assets

25. Assets are probable future economic benefits obtained or controlled by a particular entity
as a resu

CORRESP
1
filename1.htm

corresp

June 10, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:

    Frank Wyman

Lisa Vanjoske

Karen Ubell

Suzanne Hayes

Jim B. Rosenberg

    Re:

     SEC Comment Letter dated June 7, 2010

StemCells, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Definitive Proxy Statement on Schedule 14A filed April 13, 2010

File No. 001-19871

Ladies and Gentlemen:

This letter is to confirm my telephone conversation yesterday with Mr. Wyman of staff of the
Securities and Exchange Commission wherein I advised Mr. Wyman that our response to the staff’s
comment later dated June 7, 2010 would be provided by July 6, 2010.

Very truly yours,

    /s/ Kenneth B. Stratton

    Kenneth B. Stratton

    General Counsel

    StemCells, Inc.

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    June 7, 2010   Mr. Martin McGlynn President and Chief Executive Officer  StemCells, Inc.  3155 Porter Drive Palo Alto, CA 94304
Re: StemCells, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
Definitive Proxy Statement filed April 13, 2010 File No. 000-19871
 Dear Mr. McGlynn:

We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.    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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 1. Business

General

1.  We note your disclosure in the risk factor titled “The manu facture of cell-based
therapeutic products is nove l, regulated, critical to our business and dependent
upon specialized key materials.”  Specif ically, you state that some of your

Mr. Martin McGlynn
StemCells, Inc. June 7, 2010 Page 2
 material requirements are single sourced  and the loss of a source may adversely
affect your business.  Please identify your products and product candidates that
are dependent on sole source providers and id entify the sole sour ce providers.  If
you have agreements with these parties, file the agreements and describe the
material terms.  Alternatively, tell us why you believe you are not substantially dependent on such agreements.
 Marketing, page 12

2. We note that you have distri bution agreement with Mill ipore Corporation for the
marketing and sale of certain cell cult ure products.  If you are substantially
dependent on an agreement with Milli pore for the sale of your products, please
file the agreement and describe the mate rial terms of the agreement.  If you
believe you are not substantially depende nt on an agreement with Millipore,
please provide us with an analysis suppor ting your determination.  Your analysis
should address the percentage of produc t sales that are at tributable to the
agreement.
 Patents, Property Rights and Licenses, page 12.

3. Please clarify which patents you own and which you license from other parties.
Please also disclose when each  patent identified expires.

Licenses with Research Institutions, page 14

4. We note your reference to a license ag reement with Oregon Health & Science
University on page 14.  Additionally, we note the reference to your collaborators
at OHSU Casey Eye Institute on page 40.  Please provide a discussion of the
material terms of your collaboration a nd license agreements with OHSU and
either file the agreements or provide  us with an analysis supporting your
determination that you are not  required to file them.

5. With respect to your license agreement with the University of Edinburgh, please
also disclose the royalty range (single digi ts, twenties, thirties, etc.), the minimum
annual payments and when the agreement expires.

6. Please include a description of your agr eements with Cambridge University and
RIKEN Institute.  Your discussion should include:

• the nature of the agreement;
• products or product candidates dependent on the agreement;
• each party’s rights and obligations;
• payment provisions, including payments made to date, aggregate potential
milestone payments, minimum annual payments, royalty rates or a range
of royalty rates; and term  and termination provisions.

Mr. Martin McGlynn
StemCells, Inc. June 7, 2010 Page 3
  Additionally, please file the agreements or provide an analysis supporting your
determination that you are not substantially dependent on each agreement.
 Licenses with Commercial Entities, page 14

7. With respect to your agreement with NeuroSpheres, please disclose when the patents licensed to you are scheduled to expire and a range of royalty rates
payable under the license agreement.

8. With respect to your agreement with Stem Cell Therapeutics, please disclose aggregate payments to date, aggregate pot ential milestone payments, applicable
royalty range and term and termination provisions.

9. Please describe the terms of your license  of your IRES technology to a “major
international pharmaceutical company.”  Your discussion should identify the licensor, quantify payments made to date and aggregate potential payments, and describe term and termination provisions.  Please also file the agreement or
provide us with an analysis supporti ng your determination that you are not
required to file the agreement.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources, page 49
Indemnification Agreement

10. You have capitalized $750,000 of litigation cost reimbursements to NeuroSystems
as “Other assets-non-cur rent” due to your right of offset against future
maintenance fees, milestones and royaltie s to be owed under the related license
agreements with this commerc ial entity. Your assertion th at this amount is a fair
estimate of your future obligations to Ne uroSystems appears to be premised on
the future commercialization of the associated products and technologies.
However, on page 23, you assert that thes e products and technologies are only in
the early stages of discovery and devel opment, are inherently risky and may not
ever achieve commercialization. Please explain to us this apparent contradiction.
Also, tell us why you believe that deferral of these litigation cost reimbursements
complies with GAAP with reference to the authoritativ e literature upon which you
based your conclusion.
 Contractual Obligations, page 53

11. Please include the wind-down expense liability  in this table, as well as estimated
license fee and mileston e payments under your arrangements with research
institutions and commercial entities.

Mr. Martin McGlynn
StemCells, Inc. June 7, 2010 Page 4
 Statement of Operations, page 59

12. You report gross profit here and in MD&A  which includes revenue from licensing
agreements and grants.  Please tell us why there are no costs associated with these revenues within the caption, gross profit.

Notes to Consolidated Financial Statements

Note 5. Acquisition of SCS, page 70

13. Disclose the nature of the in process research and deve lopment assets and tell us
how you determined the useful  lives of 13 – 19 years.

Note 6. Intangible Assets, page 71

14. It appears from Note 5 that the caption “In process development” in this note
includes in process research and deve lopment, customer relationships and
developed technology.  Explai n why you believe aggregati ng all those assets into
a single asset class is appropriate.

Note 7. Other Assets, page 72

15. Please explain the nature of prepaid r oyalties and the cont ractual arrangements
governing these payments. Refer us to th e authoritative literature in GAAP upon
which you have based your accounting for this activity.

Note 12. Commitments and Contingencies, page 77

16. Please disclose the terms of your arrange ments with research institutions and
commercial entities, particularly  those described on pages 14-15.

Definitive Proxy Statement filed April 13, 2010

Executive Compensation

Compensation Discussion and Analysis, page 12

17. We note your statement that “We have concluded that our employee compensation programs are designed with the appropriate balance of risk and
reward in relation to our company’s overall business strategy and do not
incentivize executives or other employees to take unnecessary or  excessive risks.
As a result, we believe that risks arising from our employee compensation
policies and practices are not reasonably likely to have a material adverse effect
on the company.”  Please provide us with an analysis supporting your
determination that your compensation polic ies and practices do not present risks
that are likely to have a material adverse effect on you or your business.

Mr. Martin McGlynn
StemCells, Inc. June 7, 2010 Page 5
  Compensation of Named Executive Officers

Bonus Compensation, page 13

18. We note your general description of the co rporate goals on page 14.  To the extent
the corporate goals were quantified or more specifically defined, the discussion
should be expanded to provide a simila r level of detail.  For example:
• Were there any specific activities aime d at initiating clinical trials of
HuCNS-SC or any other items c onstituting progress in your CNS
Program;
• Was progress in your Liver Progr am further defined; and
• Were any other corporate deve lopment activities identified?

Additionally, discuss the extent to which each goal was achieved and how the
bonus award of 70% was determined.

Proposal Number 1, Election of Directors, page 25

19. In accordance with newly revised Item 401( e) of Regulation S-K, please provide
disclosure discussing for each director and director nominee, on an individual
basis, the particular experience, qualifications, attributes or skills that led the
company’s board to conclude that the pe rson should serve as a director of the
company.
*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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

Mr. Martin McGlynn
StemCells, Inc. June 7, 2010 Page 6
 foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Frank Wyman, Staff Acc ountant, at (202) 551-3660 or Lisa
Vanjoske, Assistant Chief Accountant, at (202) 551-3614, if you have any questions regarding the processing of your response as well as any questions regarding comments
on the financial statements and related ma tters. You may contact Karen Ubell, Staff
Attorney, at (202) 551-3873 or Suzanne Haye s, Legal Branch Chief, at (202) 551-3675
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

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                               March 19, 2008

Mr. Martin McGlynn
President and Chief Executive Officer
Stemcells, Inc.
3155 Porter Drive
Palo Alto, CA 94304

 Re:   Stemcells, Inc.
   Form 10-K for the Fiscal Year Ended December 31, 2006
   Filed March 15, 2007
   File Number:  000-19871
 Dear Mr. McGlynn:

We have completed our review of your Form 10-K and have no further comments
at this time.

       S i n c e r e l y ,

       J e f f r e y  P .  R i e d l e r
       A s s i s t a n t  D i r e c t o r   cc: Kenneth B. Stratton, Esq.

CORRESP
1
filename1.htm

corresp

    February 29, 2008

VIA EDGAR

U.S. Securities and Exchange Commission

Mail Stop 6010

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Jim B. Rosenberg, Senior Assistant

    Chief Accountant

    Re:

    SEC Comment Letter, dated December 21, 2007

    StemCells, Inc.

    Form 10-K for the Year Ended December 30, 2006

    File No. 000-19871

Ladies and Gentlemen:

On behalf of StemCells, Inc. (the “Company”), this letter is being submitted to the Staff of the
Securities and Exchange Commission (the “Commission”) in response to the comments in the Staff’s
letter dated December 21, 2007 (the “December 21 Letter”) regarding the Company’s 10-K for the year
ended December 31, 2006 filed on March 15, 2007 (the “2006 10-K”).

For reference purposes, the comments as reflected in the December 21 Letter are reproduced in bold
in this letter, and the corresponding responses of the Company are shown below each comment.

Accordingly, we supplementally advise you as follows:

General

    1.

    We note that you have included certain license agreements as exhibits to the Form 10-K and
not others. For example, you do not include as exhibits your agreements with the California
Institute of Technology and the Oregon Health & Science University. Please provide us with an
analysis supporting your determination as to how you have determined which of your license
agreements are material contracts required to be filed as exhibits.

3155 Porter Drive • Palo Alto, CA 94304

(650) 475-3100 • (650) 475-3101 FAX

    February 29,2008

    Page 2

Company Response:

We do not believe all our license agreements are material to our business. Most were entered into
in the ordinary course of business. They are customary for businesses such as ours and our
business is not substantially dependent on them. Factors we consider in determining whether a
particular license agreement is material include whether the licensed patents have claims that
cover our existing or contemplated therapeutic products, whether the license is likely to generate
significant revenue for the Company, and whether the license is likely to cost the Company
significant expense.

Under these standards, the Company does not consider the license agreements with either the
California Institute of Technology (Cal Tech) or the Oregon Health & Science University (OHSU) as
material to our business. The Cal Tech agreement covers patents that claim inventions that are not
being pursued by the Company at this time, such as neural crest cells and neurogenin, but which may
be relevant in the future or which may cover competitor products. However, even if the Company
were to develop a product covered by the Cal Tech licensed patents, the total license fees owed by
the Company to Cal Tech would be immaterial to our business, with a royalty rate of 1% or less on
net sales and capped. Since entering into the Cal Tech license agreement, the Company has stopped
the prosecution of some of these patents. Given the ancillary nature of these technologies, the
Company recently decided to terminate the agreement with respect to patent applications outside the
United States. Meanwhile, the OHSU license relates to an animal mouse model that we do not
currently use and to U.S. Patent No. 6,132,708, which discloses the use of pancreatic cells for
liver regeneration, a technology we are not presently developing. The Company plans to take steps
to terminate this agreement in 2008. In contrast, we consider the ReNeuron agreement to be
material based on the substantial proceeds we received as partial consideration under the
agreement, which included a payment to us in the form of shares of ReNeuron stock, the sale of some
of which has already generated in excess of $3 million in proceeds. Similarly, we consider the
NeuroSpheres license agreement to be material because many of the patents and patent applications
licensed from NeuroSpheres are foundational to our neural stem cell program. Collectively these
patents account for at least two thirds of our issued patents worldwide. Moreover, this license
includes patents that we have, in turn, licensed to others and used as the basis for our patent
infringement litigation against Neuralstem.

    2.

    On page 20 of the Form 10-K you refer to consulting agreements with SAB members. Only one of
these agreements has been included as an exhibit to the Form 10-K, that with Dr. Weissman. In
addition, a consulting agreement with Judi R. Lum is included as an exhibit but not described
or referred to in the Form 10-K discussion. Please provide us with an analysis supporting
your determination as to how you have determined which consulting agreements are material
contracts. In addition, you refer to various “research collaborations” in the Form 10-K, with
organizations such as the Reeve-Irvine Center at the University of California, Oregon Health &
Science University, the Yale University School of Medicine and NIH. We note that you have not
included any collaboration agreements as exhibits to the Form 10-K. Please provide us with an
analysis supporting your determination as to how you have determined that these collaboration
agreements are not material contracts required to be filed as exhibits.

February 29,2008

Page 3

Company Response:

We believe all of our consulting agreements and collaboration agreements were made in the ordinary
course of our business. We also believe, based upon the judgment and experiences of our management
team, that all of these agreements contain terms and conditions that are customary for the
biotechnology industry. Our business is not substantially dependent on any of our consulting or
collaboration agreements. However, we have disclosed the identity of our collaborators as well
as the basic scope of these collaborations insofar as this helps illustrate the direction of our
research and development efforts as well as the quality of our collaborators.

Even so, we consider certain consulting agreements to be material contracts under Item
601(b)(10)(ii)(A) of Regulation S-K if they involve officers, directors or other affiliates. Our
agreement with Judi Lum was filed because she had been, before her entering into her consulting
agreement with us, our Chief Financial Officer. Similarly, we consider our agreement with Dr.
Weissman to be material because he is a director of the Company.

    3.

    In the description of legal proceedings in the Form 10-K you describe an action by Geron
Corporation in which the result is that two patents being maintained by the company would be
in altered form. In addition, you described a dispute with Neuralstem over four patents.
Please revise your disclosure to briefly describe these patents in the section titled
“Patents, Proprietary Rights and Licenses” to the extent you have not already done so and to
disclose the patent description or number in “Item 3. Legal Proceedings.” In addition, please
revise your disclosure in “Item 3. Legal Proceedings” to explain what it means to be in
“somewhat altered form.”

Company Response:

In future filings, beginning with the Company’s Form 10-K for the period ending December 31, 2007
(our “2007 10-K”), the Company will provide enhanced disclosure about its patent disputes
consistent with this request. Our 2007 10-K will read substantially as follows:

In July 2006, we filed suit against Neuralstem, Inc., in the Federal District Court for the
District of Maryland, alleging that Neuralstem’s activities violate claims in four of the
patents we exclusively licensed from NeuroSpheres. Neuralstem has filed a motion for
dismissal or summary judgment in the alternative, citing Title 35, Section 271(e)(1) of the
United States Code, which says that it is not an act of patent infringement to make, use or
sell a patented invention “solely for uses reasonably related to the development and
submission of information” to the FDA. Neuralstem argues that because it does not have any
therapeutic products on the market yet, the activities complained of fall within the
protection of Section 271(e)(1) — that is, basically, that the suit is premature. This issue
will be decided after discovery is complete. Subsequent to filing its motion to dismiss, in
December 2006, Neuralstem petitioned the U.S. Patent and Trademark Office (PTO) to reexamine
two of the patents in our infringement action against Neuralstem, namely U.S. Patent No.
6,294,346 (claiming the use of human neural stem cells for drug screening) and U.S. Patent
No. 7,101,709 (claiming the use of human neural stem cells for screening biological agents).
In April 2007, Neuralstem petitioned the PTO to reexamine the remaining two patents in the
suit, namely U.S. Patent No. 5,851,832 (claiming methods for proliferating human neural

February 29,2008

Page 4

stem cells) and U.S. Patent No. 6.,497,982 872 (claiming methods for transplanting human
neural stem cells). These requests were granted by the PTO and, in June 2007, the parties
voluntarily agreed to stay the pending litigation while the PTO considers them reexamination
requests. In October 2007, Neuralstem petitioned the PTO to reexamine a fifth patent,
namely U.S. Patent No. 6,103,530, which claims a culture medium for proliferating mammalian
neural stem cells. In September 2007, the PTO issued first office actions in each of the
first four reexaminations. The Company has since filed its first responses in to each of
these, and expects all four patents to re-issue in 2008.

In 2003, Geron Corporation filed an opposition to two of our issued European patent cases,
namely EP0594669 (claiming, among other things, methods for proliferating and using human
neural stem cells as therapeutic and drug screening agents) and EP0669973 (claiming, among
other things, methods for proliferating and differentiating human neural stem cells). Both
oppositions were heard in 2005, and the patents were maintained in somewhat altered form by
the Opposition Division of the European Patent Office. In essence the scope of each patent
was limited to proliferation using specific growth factors and each had to disclaim
derivation of human neural stem cells from human embryonic tissue in order to comply with
the European law which precludes the patenting of embryonic stem cells. The time for appeal
has run in each case. U.S. counterparts to these patents are part of our issued patent
portfolio; they are not subject to opposition, because that procedure does not exist under
U.S. patent law, although other types of proceedings may be available to third parties to
contest our U.S. patents.

Research and Development Programs, Page 5

Overview, Page 5

    4.

    We believe that your disclosures about historical research and development expenses and
estimated future expenses related to your major research and development projects could be
enhanced for investors. Please refer to the Division of Corporation Finance “Current Issues
and Rulemaking Projects Quarterly Update” under section VIII – Industry Specific 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/corpfin/cfcrq032001.htm. Please revise your MD&A to disclose the
following information for each of your major research and development projects.

    a.

    The current status of the project;

    b.

    The costs incurred during each period presented and to date on each
project;

    c.

    The nature, timing and estimated costs of the efforts necessary to
complete each project;

    d.

    The anticipated completion dates of each project;

February 29,2008

Page 5

    e.

    The risks and uncertainties associated with completing development on
schedule, and the consequences to operations, financial position and liquidity if
each project is not completed timely; and finally

    f.

    The period in which material net cash inflows from significant projects
are expected to commence for each project.

Regarding b., if you do not maintain any research and development costs by project, disclose that
fact and explain why management does not maintain and evaluate research and development costs by
project. Provide other quantitative or qualitative disclosure that indicates the amount of the
company’s resources are being used on the project.

Regarding c. and d., disclose the amount or range of estimated costs and timing to complete the
phase in process and each future phase. To the extent that information is not estimable, disclose
those facts and circumstances indicating the uncertainties that preclude you from making a
reasonable estimate.

Company Response:

We evaluate research and development (R&D) costs by type of cost incurred rather than by project,
primarily because our R&D personnel work across multiple programs and multiple projects rather than
dedicated to any single project. Our R&D personnel work across programs and projects because our
technology is such that improvements and discoveries that benefit one project or program are likely
to substantively improve other projects and potentially other programs. Moreover, because of the
early stage of our R&D efforts, much of our work is basic research, which is very difficult to
meaningfully categorize or relate to specific development projects or programs. However, per the
Staff’s request, and in order to disclose to investors how the Company manages its R&D expenses, we
will expand our disclosure in Management’s Discussion and Analysis in our future filings, beginning
with our 2007 10-K, substantially as follows:

Before we can derive revenue or cash inflows from the commercialization of any of our
product candidates, we will need to: (i) conduct substantial in vitro testing and
characterization of our proprietary cell types, (ii) undertake preclinical and clinical
testing for specific disease indications; (iii) develop, validate and scale-up manufacturing
processes to produce these cell-based therapeutics, and (iv) pursue required regulatory
approvals. These steps are risky, expensive and time consuming.

Overall, we expect our R&D expenses to be substantial and to increase for the foreseeable
future as we continue the development and clinical investigation of our current and future
product candidates. However, expenditures on R&D programs are subject to many uncertainties,
including whether we develop our product candidates with a partner or independently. We
cannot forecast with any degree of certainty which of our current product candidates will be
subject to future collaboration, when such collaboration agreements will be secured, if at
all, and to what degree such arrangements would affect our development plans and capital
requirements. In addition, there are numerous factors associated with the successful
commercialization of any of our cell-based therapeutics, including future trial design and
regulatory requirements, many of which cannot be

February 29,2008

Page 6

determined with accuracy at this time given the stage of our development and the novel
nature of stem cell technologies. The regulatory pathways, both in the United States and
internationally, are complex and fluid given the novel and, in general, clinically unproven
nature of stem cell technologies. At this time, due to such uncertainties and inherent
risks, we cannot estimate in a meaningful way the duration of, or the costs to complete, our
R&D programs or whether, when or to what extent we will generate revenues or cash inflows
from the commercialization and sale of any of our product candidates. While we are
currently focused on advancing each of our product development programs, our future R&D
expenses will depend on the determinations we make as to the scientific and clinical
prospects of each product candidate, as well as our ongoing assessment of the regulatory
requirements and eac

Via Facsimile and U.S. Mail
Mail Stop 6010

         December 21, 2007

Martin McGlynn
President and Chief Executive Officer
Stemcells, Inc.
3155 Porter Drive
Palo Alto, CA 94304

Re:   Stemcells, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2006
 Filed March 15, 2007
 File Number:  000-19871

Dear Mr. McGlynn:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosures.  Where the comments request you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

 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 on 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 you have included certain license  agreements as exhibits to the Form
10-K and not others.  For example, you do not include as exhibits your
agreements with the California Institu te of Technology and the Oregon Health &
Science University.  Please provide us with an analysis supporting your
determination as to how you have determ ined which of your license agreements
are material contracts required to  be filed as exhibits.

Martin McGlynn
Stemcells, Inc. December 21, 2007 Page 2
2. On page 20 of the Form 10-K you refer to consulting agreements with SAB
members.  Only one of these agreements has been included as an exhibit to the Form 10-K, that with Dr. Weissman.  In addition, a consulting agreement with
Judi R. Lum is included as an exhibit but not described or referred to in the Form
10-K discussion.  Please provide us with an analysis supporting your
determination as to how you have determ ined which consulting agreements are
material contracts.  In addition, you refer to various “research collaborations” in
the Form 10-K, with organizations such  as the Reeve-Irvine Center at the
University of California, Oregon Hea lth & Science University, the Yale
University School of Medicine and NIH.  We note that you have not included any
collaboration agreements as exhibits to th e Form 10-K.  Please provide us with an
analysis supporting your determination as to how you have determined that these
collaboration agreements are not material  contracts required to be filed as
exhibits.
 3. In the description of legal proceedings in the Form 10-K you describe an action
by Geron Corporation in which the result is that two patents being maintained by
the company would be in altered form.  In addition, you describe a dispute with
Neuralstem over four patents.   Please revise your disclo sure to briefly describe
these patents in the section titled “Patents , Proprietary Rights and Licenses” to the
extent you have not already done so and to  disclose the patent description or
number in “Item 3. Legal Proceedings.”  In addition, please revise your disclosure
in “Item 3. Legal Proceedings” to explai n what it means to be in “somewhat
altered form.”

 Research and Development Programs, page 5

 Overview, Page 5

4. We believe that your disclosures about historical research and development
expenses and estimated future expenses  related to your major research and
development projects could be enhanced for investors.  Please refer to the
Division of Corporation Finance “Curre nt Issues and Ru lemaking Projects
Quarterly Update” under section VIII – I ndustry Specific 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/divisi ons/corpfin/cfcrq032001.htm
.  Please revise your
MD&A to disclose the following information for each of your major research and development projects.
a. The current status of the project;
b. The costs incurred during each peri od presented and to date on each
project;

Martin McGlynn
Stemcells, Inc. December 21, 2007 Page 3
c. The nature, timing and estimated costs of the efforts necessary to complete
each project;
d. The anticipated completion dates of each project;
e. The risks and uncertainties associated with completing development on
schedule, and the consequences to operations, financial position and
liquidity if each project is not completed timely;  and finally
f. The period in which material net cash in flows from significant projects are
expected to commence for each project.

Regarding b., if you do not maintain a ny research and development costs by
project, disclose that fact and explai n why management does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.

Regarding c. and d., disclose the amount or  range of estimated costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose t hose facts and circumstances indicating the
uncertainties that preclude you fr om making a reasonable estimate .

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Martin McGlynn
Stemcells, Inc. December 21, 2007 Page 4

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions
regarding the processing of your response as well as any questions regarding comments
on the financial statements and related matte rs.  You may contact Sonia Barros, Staff
Attorney, at (202) 551-3861 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the ot her comments.  In this regar d, do not hesitate to contact
me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

October 12, 2005

Mr. Rodney K.B. Young
Chief Financial Officer
StemCells, Inc.
3155 Porter Drive
Palo Alto, CA 94304

Re:	StemCells, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 15, 2005
	File No.  000-19871

Dear Mr. Young,

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

						Sincerely,

								Joel Parker
								Accounting Branch Chief

</TEXT>
</DOCUMENT>

CORRESP
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[STEMCELLS LOGO]

September 28, 2005

Dana Hartz

Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    StemCells Inc.

    Annual Report on Form 10-K for Fiscal Year Ended December 31, 2004

Dear Dana,

Thank you very much for the helpful discussion we had on September 20th explaining the points that
you feel should be further clarified in our disclosure concerning the Company’s Wind-down and Exit
Costs. We understand that the assumptions underlying substantial changes in the reserve should be
made more explicit, and have amended the sample discussion we propose for future filings to take
this into account.

As we discussed, the Reserve consists of the present value of the projected costs to the Company of
maintaining the Rhode Island facility over the leasehold, including actual rent and estimated
operating expenses and net of projected sublease income — that is, anticipated sublease rent per
square foot times the occupancy rate. The major factor affecting the adjustments to the size of
the Reserve is the projected occupancy for the remaining lease term. This factor is evaluated on a
year-by-year basis, based on actual occupancy for the length of existing subleases and discussions
with our real estate consultant taking into account market conditions in Rhode Island and the
projected demand and price for space with the different configurations present in our facility -
i.e., laboratory space, vivarium, and office space. We revise our estimate at the end of each
quarter, each time in consultation with and in reliance on the advice of our expert consultant.

In our letter of August 9th (received by you via Edgar on August 17th), in
response to the comment in the letter from Jim B. Rosenberg faxed to Judi Lum on July
29th,we provided draft text that we proposed to include in future filings. We now
propose instead to include the revised text below, which we hope is more responsive Mr. Rosenberg’s
letter as further explained by you in our call:

     In connection with the wind-down of our former encapsulated cell technology operations,
our research and manufacturing operations in Lincoln, Rhode Island, and the

3155 Porter
Drive • Palo Alto, CA 94304

(650)475-3100 • (650) 475-3101 FAX

Dana Hartz

September 28, 2008

Page 2

relocation of our remaining research and development activities and corporate
headquarters to California, in October 1999, we provided a reserve for our estimate of the
exit cost obligation in accordance with EITF 94-3, “Other Cost to Exit an Activity.” The
reserve reflects estimates of the ongoing costs of our former research and administrative
facility in Lincoln, which we hold on a lease that terminates on June 30, 2013. We are
seeking to sublease, assign, sell or otherwise divest ourselves of our interest in the
facility at the earliest possible time, but we cannot determine with certainty a fixed date
by which such events will occur, if at all.

     In determining the facility exit cost reserve amount, we are required to consider the
Company’s lease payments through to the end of the lease terms and estimate other relevant
factors such as facility operating expenses, real estate market conditions in Rhode Island
for similar facilities, occupancy rates and sublease rental rates projected over the course
of the leasehold. We re-evaluate the estimate each quarter, taking account of changes, if
any, in each underlying factor. The process is inherently subjective because it involves
projections over time — from the date of the estimate through the end of the lease — and it
is not possible to determine any of the factors except the lease payments with certainty
over that period.

     Management forms its best estimate on a quarterly basis, after considering actual
sublease activity, reports from our broker/realtor about current and predicted real estate
market conditions in Rhode Island, the likelihood or not of new subleases in the foreseeable
future for the specific facility and significant changes in the actual or projected
operating expenses of the property. The Company discounts the projected net outflow over
the term of the leasehold to arrive at the present value, and adjusts the reserve to that
figure. The estimated vacancy rate for the facility is an important assumption in
determining the reserve estimate because changes in this assumption have the greatest effect
on estimated sublease income. In addition, the vacancy rate estimate is the variable most
subject to change, while at the same time it involves the greatest judgment and uncertainty
due to the absence of highly predictive information concerning the future of the local
economy and future demand for specialized laboratory and office space in that area. The
average vacancy rate of the facility for years 2001 through 2005 was approximately 64%,
varying from 49% to 80%. The actual rate in 2005 is 62%. As of June 30, 2005, the rate was
estimated to remain the same through 2006, to increase to 76% in 2007 and to be
approximately 70% from 2008 through the end of the lease, based on actual occupancy in 2005,
expiration of subleases in 2007 and 2008, predicted lead time for acquiring new subtenants,
historical vacancy rates for the area and assessments by our broker/realtor of future real
estate market conditions. If the assumed vacancy rate for 2008 to the end of the Lease had
been five percentage points higher at June 30, 2005, then the Reserve would have been
increased by approximately $200,000; conversely, if the assumed vacancy rate for that period
were five percentage points lower, then the Reserve would have been decreased by
approximately $200,000. Similarly, a 5% increase or decrease in the estimated operating
expenses for the facility would have

Dana Hartz

September 28, 2005

Page 3

increased or decreased the reserve by approximately $137,000, and a 5% increase or
decrease in the assumed average rental charge per square foot would have increased or
decreased the reserve by approximately $69,000. Management does not wait for specific
events to change its estimate, but instead uses its best efforts to anticipate them on a
quarterly basis.

     During the <third quarter of 2005; the fiscal year ending in 2005>, the change in
the reserve resulted from the deduction of costs actually realized during the period and
<*>.

     * The specific reason for change will be supplied in the applicable report.

I am enclosing another copy of the draft text, showing which portions are responsive to each
sub-part of the original comment. I shall also send a color-coded copy by mail.

Let me repeat what we said in our earlier letter: While we believe that the proposed text will
improve the managements’ discussion portion of the Company’s reports, we wish to point out that
detailed information relating to the reserve and the process for its estimation were contained in
the Company’s 2004 Form 10-K. In fact, the discussion of the wind-down and exit costs contained in
the managements’ discussion was followed just one page later by a more extended and quantitative
discussion of the reserve. The wind-down is also covered extensively under note 7 to the financial
statements. In view of the fact that detailed information was contained in the Form 10-K, we hope
that you will agree that it is not necessary to amend the 10-K. While the managements’ discussion
portion of the 2004 Form 10-K does not include the material we have added above, other portions,
including portions in extremely close proximity to the managements’ discussion, do provide a
substantial degree of detail about the history of the reserve. Accordingly, we do not believe that
it is necessary or appropriate to amend the 2004 Form 10-K, more than nine months after the end of
the year to which it applies.

Let me also acknowledge the following on behalf of the Company:

    •

    The Company is responsible for the adequacy and accuracy of the disclosures in the
10-K, and for all of its other filings on Forms 10-Q and 10-K;

    •

    Staff comments or changes the Company makes to its disclosures 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.

I look forward to hearing from you.

Sincerely,

/s/ Rodney K.B. Young

Rodney K. B. Young

Chief Financial Officer

[STEMCELLS LOGO]

     In connection with the wind-down of our former encapsulated cell technology
operations, our research and manufacturing operations in Lincoln, Rhode Island, and the
relocation of our remaining research and development activities and corporate headquarters
to California, in October 1999, we provided a reserve for our estimate of the exit cost
obligation in accordance with EITF 94-3, “Other Cost to Exit an Activity.” The reserve
reflects estimates of the ongoing costs of our former research and administrative facility
in Lincoln, which we hold on a lease that terminates on June 30, 2013. We are seeking to
sublease, assign, sell or otherwise divest ourselves of our interest in the facility at the
earliest possible time, [but we cannot determine with certainty a fixed date by which such
events will occur, if at all. (In re. Introductory paragraph of Comment, judgments and
uncertainties.)]

     [In determining the facility exit cost reserve amount, we are required to consider the
Company’s lease payments through to the end of the lease terms and estimate other relevant
factors such as facility operating expenses, real estate market conditions in Rhode Island
for similar facilities, occupancy rates and sublease rental rates projected over the course
of the leasehold. We re-evaluate the estimate each quarter, taking account of changes, if
any, in each underlying factor. (In re. Subpart a of Comment, key factors and assumptions.)]
[The process is inherently subjective because it involves projections over time — from the
date of the estimate through the end of the lease — and it is not possible to determine any
of the factors except the lease payments with certainty over that period. (In re.
Introductory paragraph of Comment, judgments and uncertainties.)]

     [Management forms its best estimate on a quarterly basis, after considering actual
sublease activity, reports from our broker/realtor about current and predicted real estate
market conditions in Rhode Island, the likelihood or not of new subleases in the foreseeable
future for the specific facility and significant changes in the actual or projected
operating expenses of the property. The Company discounts the projected net outflow over
the term of the leasehold to arrive at the present value, and adjusts the reserve to that
figure. The estimated vacancy rate for the facility is an important assumption in
determining the reserve estimate because changes in this assumption have the greatest effect
on estimated sublease income. In addition, the vacancy rate estimate is the variable most
subject to change, while at the same time it involves the greatest judgment and uncertainty
due to the absence of highly predictive information concerning the future of the local
economy and future demand for specialized laboratory and office space in that area. The
average vacancy rate of the facility for years 2001 through 2005 was approximately 64%,
varying from 49% to 80%. The actual rate in 2005 is 62%. As of June 30, 2005, the rate was
estimated to remain the same through 2006, to increase to 76% in 2007 and to be
approximately 70% from 2008 through the end of the lease, based on actual occupancy in 2005,
expiration of subleases in 2007 and 2008, predicted lead time for acquiring new subtenants,
historical vacancy rates for the area and assessments

3155 Porter
Drive • Palo Alto, CA 94304

(650) 475-3100 • (650) 475-3101

by our broker/realtor of future real estate market conditions. (In re. both
Introductory paragraph and Subpart a of Comment.)] [If the assumed vacancy rate for 2008 to
the end of the Lease had been five percentage points higher at June 30, 2005, then the
Reserve would have been increased by approximately $200,000; conversely, if the assumed
vacancy rate for that period were five percentage points lower, then the Reserve would have
been decreased by approximately $200,000. Similarly, a 5% increase or decrease in the
estimated operating expenses for the facility would have increased or decreased the reserve
by approximately $137,000, and a 5% increase or decrease in the assumed average rental
charge per square foot would have increased or decreased the reserve by approximately
$69,000. (In re. Subpart c of Comment, quantified and narrative disclosure of impact.)]
[Management does not wait for specific events to change its estimate, but instead uses its
best efforts to anticipate them on a quarterly basis. (In re. Introductory paragraph.)]

     [During the <third quarter of 2005; the fiscal year ending in 2005>, the change
in the reserve resulted from the deduction of costs actually realized during the period and
<*>. (In re. Subpart b of Comment, specific changes made to assumptions.)]

* The specific reason for change will be supplied in the applicable report.

CORRESP
1
filename1.htm

corresp

[STEMCELLS LOGO]

August 9, 2005

Dana Hartz

Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:

    StemCells Inc.

    Annual Report on Form 10-K for Fiscal Year Ended December 31, 2004

Dear Dana,

This is in response to the letter from Jim B. Rosenberg faxed to me on July 29th,
concerning the SEC’s review of StemCells Inc.’s Annual Report on Form 10-K for Fiscal Year Ended
December 31, 2004 (the “10-K”). We very much appreciate your assistance in discussing the letter
with me, and have attempted to take that discussion into account in formulating this response.

The letter contains one comment, with three sub-parts. The comment concerns the section on
Wind-down and Exit Costs on page 31 of the 10-K. In the initial paragraph of the comment, Mr.
Rosenberg states that the SEC believes our disclosure in that section could be improved to better
explain the judgments and uncertainties involved. We are always interested in improving the
clarity and usefulness of our reports, and shall take this suggestion to heart. In particular, we
are proposing to include the following text in future 10-Q and 10-K filings:

     In connection with the wind-down of our former encapsulated cell technology operations,
our research and manufacturing operations in Lincoln, Rhode Island, and the relocation of
our remaining research and development activities and corporate headquarters to California,
in October 1999, we provided a reserve for our estimate of the exit cost obligation in
accordance with EITF 94-3, “Other Cost to Exit an Activity.” The reserve reflects estimates
of the ongoing costs of our former research and administrative facility in Lincoln, which we
hold on a lease that terminates on June 30, 2013. We are seeking to sublease, assign, sell
or otherwise divest ourselves of our interest in the facility at the earliest possible time,
but we cannot determine with certainty a fixed date by which such events will occur, if at
all.

     In determining the facility exit cost reserve amount, we are required to consider the
Company’s lease payments through to the end of the lease terms and estimate other relevant
factors such as facility operating expenses, real estate market conditions in

Dana Hartz

August 9, 2005

Page 2

Rhode Island
for similar facilities, occupancy rates and sublease rental rates projected over the course of the leasehold. We re-evaluate the estimate each quarter, taking
account of changes, if any, in each underlying factor. The process is necessarily
subjective because it involves projections over time — from the date of the estimate through
the end of the lease — and it is not possible to determine any of the factors except the
lease payments with certainty over that period.

     Management forms its best estimate on a quarterly basis, after considering actual
sublease activity, reports from our broker/realtor about current and predicted real estate
market conditions in Rhode Island, the likelihood or not of new subleases in the foreseeable
future for the specific facility and significant changes in the actual or projected
operating expenses of the property. The Company discounts the projected net outflow over
the term of the leasehold to arrive at the present value, and adjusts the reserve to that
figure. The estimated vacancy rate for the facility is an important assumption in
determining the reserve estimate; it is also the one involving the greatest judgment and
uncertainty, because of the absence of highly predictive information concerning the future
of the local economy and future demand for specialized laboratory and office space in that
area. An actual sublease for 20,000 square feet of the 62,500 square foot building entered
for the 7-year period from July 1, 2006 through the remainder of the lease at $20 per square
foot NNN per year, that had not been built into the Company’s prior estimate would reduce
the predicted costs to the Company by approximately $2.8 million, which would then be
discounted to present value and subtracted from the reserve amount, decreasing it
significantly. Similarly, if the Company’s then-current estimate assumed a certain vacancy
rate for the building but an anticipated sublease failed to materialize, the predicted costs
would be increased by the same amount, again discounted for present value. Management does
not wait for such events to change its estimate, however, but uses its best efforts to
anticipate them on a quarterly basis.

     During the [third quarter of 2005; the fiscal year ending in 2005], the change in the
reserve resulted from [*].

* The specific reason for change will be supplied in the applicable report.

I am enclosing another copy of the draft text, color-coded to your comments as shown in the legend.

While we believe that the proposed text will improve the managements’ discussion portion of the
Company’s reports, we wish to point out that detailed information relating to the reserve and the
process for its estimation were contained in the Company’s 2004 Form 10-K. In fact, the discussion
of the wind-down and exit costs contained in the managements’ discussion was followed just one page
later by a more extended and quantitative discussion of the reserve. In view of the fact that
detailed information was contained in the Form 10-K, we hope that you will

Dana Hartz

August 9, 2005

Page 3

agree that it is not
necessary to amend the 10-K. While the managements’ discussion portion of the 2004 Form 10-K does not include the material we have added above, other portions, including
portions in extremely close proximity to the managements’ discussion, do provide a substantial
degree of detail about the history of the reserve. Accordingly, we do not believe that it is
necessary or appropriate to amend the 2004 Form 10-K, more than seven months after the end of the
year to which it applies.

We should very much value any comments the staff may have on the text we are considering.

Let me also acknowledge the following on behalf of the Company:

    •

    The Company is responsible for the adequacy and accuracy of the disclosures in the
10-K, and for all of its other filings on Forms 10-Q and 10-K;

    •

    Staff comments or changes the Company makes to its disclosures 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.

I look forward to hearing from you.

Sincerely,

/s/ Judi Lum

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

July 29, 2005

Ms. Judi Lum
Chief Financial Officer
StemCells, Inc.
3155 Porter Drive
Palo Alto, CA 94304

Re:	StemCells, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 15, 2005
	File No.  000-19871

Dear Ms. Lum:

      We have limited our review of your filing to those issues we
have addressed in our comment.  Where indicated, we think you
should
revise your document in response to this comment.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.

	Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies

Wind-down and Exit Costs, page 31

1. We believe your disclosure regarding the wind-down and exit
costs
could be improved to better explain the judgments and
uncertainties
surrounding this estimate and the potential impact on your
financial
statements.  Accordingly, please revise MD&A to include the
following
information.

a. Discuss the key factors and assumptions used to arrive at
management`s best estimate of the exit cost reserve including the
lease obligations, the sublease income (contractual and
projected),
the period of time used for each location, and other significant
items.
b. Discuss the specific changes made to your assumptions in the
fiscal years presented that resulted in the re-evaluation to the
reserve and corresponding wind-down expense.
c. In addition include quantified and narrative disclosure of the
impact that reasonably likely changes in one or more of the
variables
would have on reported results, financial position and liquidity.

*    *    *    *

      Please amend your filing within 10 business days or tell us
when you will provide us with a response.  You may wish to provide
us
with marked copies of the amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your response
to
our comment.  Detailed cover letters greatly facilitate our
review.
Please file your letter on EDGAR under the form type label
CORRSEP.
Please understand that we may have additional comments after
reviewing your amendment and response to our comment.

	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 information required under the Securities
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a 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 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comment on your filing.

      You may contact Dana Hartz, Staff Accountant, at (202) 551-
3648
or Joel Parker, Accounting Branch Chief, at (202) 551-3651 if you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
??

??

??

??

Ms. Judi Lum
StemCells, Inc.
Page 3

</TEXT>
</DOCUMENT>