SEC Form 4 
FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 	  
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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).			
1. Name and Address of Reporting Person*
WEISSMAN IRVING	

(Last)	(First)	(Middle)	
C/O STEMCELLS, INC.	
3155 PORTER DRIVE	

(Street) 
PALO ALTO	CA	94304	

(City)	(State)	(Zip)	
	2. Issuer Name and Ticker or Trading Symbol 
STEMCELLS INC [ stem ] 	5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X	Director		10% Owner	
	Officer (give title below)		Other (specify below)	

	3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003 		
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) 
X	Form filed by One Reporting Person	
	Form filed by More than One Reporting Person	
	
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1. Title of Security (Instr. 3) 	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8) 	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	7. Nature of Indirect Beneficial Ownership (Instr. 4) 	
			Code	V	Amount	(A) or (D)	Price				
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 3) 	2. Conversion or Exercise Price of Derivative Security 	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8) 	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 	8. Price of Derivative Security (Instr. 5) 	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	11. Nature of Indirect Beneficial Ownership (Instr. 4) 	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Stock Option (right to buy)	$0.25 	09/30/2003		A(1) 		3,922		09/30/2003	09/30/2013	Common Stock	3,922	$0(1) 	3,922	D		
Stock Option (right to buy)	$0.1 	10/01/2003		A(2) 		7,225		10/01/2003	10/01/2013	Common Stock	7,225	$0(2) 	7,225	D		
Explanation of Responses:	
1. Compensation for service on the Board of Directors and for attendance at Board meetings. Non-employee directors receive compensation in the form of options to purchase shares of the Company's common stock at below market prices ($0.25 per share), in lieu of cash payments of $4,500 quarterly, $1,500 per meeting attended in person or videoconference, and $500 for a meeting attended by telephone. The number of shares is calculated using the closing price of the Company's common stock for the date of a Board or Committee meeting or, with respect to the quarterly retainer payments, the closing price for the last business day of the quarter, less the option price of $0.25 per share. Options so issued vest immediately.	
2. Compensation for service as a Consultant to the Company, payable at the Company's election either in cash ($12,500 quarterly) or in the form of options to purchase shares of the Company's common stock at a below market price ($0.10 per share). The number of shares is calculated using the average of the closing prices of the Company's common stock for the 20 trading days prior to payment, less the option price of $0.10 per share. Payment is normally made quarterly in advance, but payment in stock options for the fourth quarter of 2002 was only authorized on October 24, 2002. Options so issued vest immediately.	
Remarks:	
	
	Irving Weissman by Iris Brest, Attorney-in-Fact	10/01/2003	
	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.