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                                                                    EXHIBIT 23.2

     CONSENT OF GRANT THORNTON LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated March 26, 2004, accompanying the
consolidated financial statements included in the Annual Report of StemCells,
Inc. on Form 10-K for the year ended December 31, 2003. We hereby consent to the
incorporation by reference of said report in the Registration statements of
StemCells, Inc. on Forms S-3 (File No. 333-105664, effective May 29, 2003, File
No. 333-83992, effective March 8, 2002, File No. 333-75806, effective December
21, 2001, File No. 333-66692, effective August 3, 2001, and File No. 333-61726,
effective June 29, 2001) and Forms S-8 (File No. 333-66700, effective August 3,
2001, File No. 333-37313, effective October 7, 1997, File No. 333-29335,
effective June 16, 1997, File No. 333-10773, effective August 23, 1996, and File
No. 33-49524, effective July 10, 1992) and Registration statements of
CytoTherapeutics, Inc. on Forms S-3 (File No. 33-91228, effective April 14,
1995, and File No. 33-68900, effective September 15, 1993).

/s/  Grant Thornton LLP


San Jose, California
April 5, 2004

                                                                    EXHIBIT 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                   UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

I, Martin McGlynn, certify that:

     (1)  I have reviewed this annual report on Form 10-K/A of StemCells, Inc.;

     (2)  Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

     (3)  Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this report;

     (4)  The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:

          a.   designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          b.   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's most recent fiscal quarter (the registrant's fourth
               fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

     (5)  The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing the equivalent
          functions):

          a.   all significant deficiencies and material weaknesses in the
               design or operation of internal controls over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize, and report financial
               information; and

          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal control over financial reporting.

Date:  April 12, 2004

/s/ Martin McGlynn
- ---------------------------------------------
Martin McGlynn
President and Chief Executive Officer

                                                                    EXHIBIT 31.2

                 CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER
                   UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

I, George Koshy, certify that:

     (1)  I have reviewed this annual report on Form 10-K/A of StemCells, Inc.;

     (2)  Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report;

     (3)  Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this report;

     (4)  The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:

          a.   designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          b.   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's most recent fiscal quarter (the registrant's fourth
               fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

     (5)  The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing the equivalent
          functions):

          a.   all significant deficiencies and material weaknesses in the
               design or operation of internal controls over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize, and report financial
               information; and b. any fraud, whether or not material, that
               involves management or other employees who have a significant
               role in the registrant's internal control over financial
               reporting.

Date:  April 12, 2004

/s/ George Koshy
- ---------------------------------------------
George Koshy
Controller and Acting Chief Financial Officer

                                                                    EXHIBIT 32.1


    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the StemCells, Inc. (the "Company") Annual Report on Form
10-K/A for the year ending December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Martin McGlynn,
President and Chief Executive Officer of the Company, certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:

     (1). The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2). The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Date:  April 12, 2004

/s/ Martin McGlynn
- ---------------------------------------------
Martin McGlynn
President and Chief Executive Officer

                                                                    EXHIBIT 32.2


    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the StemCells, Inc. (the "Company") Annual Report on Form
10-K/A for the year ending December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, George Koshy,
Controller and Acting Chief Financial Officer of the Company, certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     (1). The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2). The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Date:  April 12, 2004

/s/ George Koshy
- ---------------------------------------------
George Koshy
Controller and Acting Chief Financial Officer