Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Stratton Kenneth Blair
 2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2008		 3. Issuer Name and Ticker or Trading Symbol
STEMCELLS INC [STEM]
(Last)
(First)
(Middle)
C/O STEMCELLS, INC., 3155 PORTER DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94304		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 82,500 (1)
D
 
Common Stock 4,578
I
By 401(k) Plan (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (3) 02/28/2017 Common Stock 150,000 $ 2.62 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stratton Kenneth Blair
C/O STEMCELLS, INC.
3155 PORTER DRIVE
PALO ALTO, CA 94304		       General Counsel  

Signatures

/s/ Kenneth B. Stratton 04/07/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Restricted stock units, with 1/3 vesting on March 10, 2009, 1/3 vesting on March 10, 2010, and 1/3 vesting on March 10, 2011.
(2) Shares held in 401(k) account, in accordance with issuer's employer-match policies.
(3) The option vests over four years, with 1/4 of the shares vesting on the anniversary of the grant and the remainder vesting at 1/48 per month thereafter. Options to purchase 37,500 shares became exerciseable on February 28, 2008, with an additional 3,125 shares becoming exercisable monthly thereafter for the remainder of the vesting period.

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