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 	  
OMB APPROVAL
OMB Number:	3235-0287	
Estimated average burden	
hours per response:	0.5	

	
	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*
Young Rodney KB	

(Last)	(First)	(Middle)	
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) 
	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
CFO	
		
	3. Date of Earliest Transaction (Month/Day/Year)
12/30/2005 		
	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				
Common Stock	12/30/2005		J		502	A	$3.45 	601	D		
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					
Explanation of Responses:	
Remarks:	
	
	Rodney Young by George Koshy, Attorney-in-Fact	12/30/2005	
	** 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.	

        POWER OF ATTORNEY

Know all by these presents, that the

undersigned hereby constitutes and appoints each of Iris Brest, George

Koshy, and Martin McGlynn, signing singly, the undersigned's true and

lawful attorney-in-fact to:

(1)     execute for and on behalf of the

undersigned, in the undersigned's capacity as an officer and/or director
of
StemCells, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with

Section 16(a) of the Securities Exchange Act of 1934 and the rules

thereunder;

(2)     do and perform any and all acts for and on behalf
of
the undersigned which may be necessary or desirable to complete and
execute
any such Form 3, 4, or 5 and timely file such form with the
United States
Securities and Exchange Commission and any stock exchange
or similar
authority; and

(3)     take any other action of any type
whatsoever in
connection with the foregoing which, in the opinion of such

attorney-in-fact, may be of benefit to, in the best interest of, or
legally
required by, the undersigned, it being understood that the
documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to
this Power of attorney shall be in such form and shall
contain such terms
and conditions as such attorney-in-fact may approve in
such
attorney-in-fact's discretion.

The undersigned hereby grants
to each
such attorney-in-fact full power and authority to do and perform
any and
every act and thing whatsoever requisite, necessary, or proper to
be done
in the exercise of any of the rights and powers herein granted,
as fully to
all intents and purposes as the undersigned might or could do
if personally
present, with full power of substitution or revocation,
hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's
substitute or substitutes, shall lawfully do or cause
to be done by virtue
of this power of attorney and the rights and powers
herein granted.  The
undersigned acknowledges that the foregoing
attorneys-in-fact, in serving
in such capacity at the request of the
undersigned, are not assuming, nor
is the Company assuming, any of the
undersigned's responsibilities to
comply with Section 16 of the
Securities Exchange Act of 1934.

This
Power of Attorney shall
remain in full force and effect until the
undersigned is no longer
required to file Forms 3, 4, and 5 with respect to
the undersigned's
holdings of and transactions in securities issued by the
Company, unless
earlier revoked by the undersigned in a signed writing
delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the
undersigned
has caused this Power of Attorney to be executed as of this
30th day of
August, 2005.

        ________________/s/____________________

        Signature

        ______________Rodney Young______________
        Print
Name