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* MILLENNIUM MANAGEMENT LLC (Last) (First) (Middle) 666 FIFTH AVE (Street) NEW YORK NY 10103-0899 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/26/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.01 per share ("Common Stock")	12/26/2003		S		16,000	D	$2.02	3,953,189	I(1)(2)(3)(4)	See(1)(2)(3)(4)
Common Stock	12/29/2003		S		28,500	D	$2.01	3,924,689	I(1)(2)(3)(4)	See(1)(2)(3)(4)
Common Stock	12/30/2003		S		43,100	D	$2	3,881,589	I(1)(2)(3)(4)	See(1)(2)(3)(4)

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

1. Name and Address of Reporting Person* MILLENNIUM MANAGEMENT LLC (Last) (First) (Middle) 666 FIFTH AVE (Street) NEW YORK NY 10103-0899 (City) (State) (Zip)

1. Name and Address of Reporting Person* MILLENNIUM HOLDING GROUP LP (Last) (First) (Middle) 666 FIFTH AVE (Street) NEW YORK NY 10103-0899 (City) (State) (Zip)

1. Name and Address of Reporting Person* RIVERVIEW GROUP LLC (Last) (First) (Middle) 666 FIFTH AVE (Street) NEW YORK NY 10103-0899 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENGLANDER ISRAEL A (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE (Street) NEW YORK NY 10103 (City) (State) (Zip)

Explanation of Responses:

1. This transaction was effected by The Riverview Group LLC, a Delaware limited liability company ("Riverview"), which as of the date hereof directly holds 3,881,589 shares of Common Stock of StemCells, Inc. (the "Company") and warrants exercisable into 1,322,716 shares of Common Stock of the Company. Riverview is a wholly owned subsidiary of Millennium Holding Group, L.P., a Delaware limited partnership ("Holding"). Millennium Management, LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of Holding and consequently has voting control and investment discretion over securities owned by Holding and by Riverview.

2. Israel A. Englander ("Mr. Englander") is the sole managing member of Millennium Management. As a result, Mr. Englander may be considered the beneficial owner of any shares deemed to be beneficially owned by Millennium Management.

3. Each of Holding, Millennium Management and Mr. Englander disclaims any beneficial ownership of the shares owned by Riverview to the extent such beneficial ownership exceeds such person's pecuniary interest.

4. Millennium Partners, L.P., a Cayman Islands limited partnership ("Partners"), is a limited partner of Holding. As a limited partner, Partners has no ability to control Holding. Therefore, as of the date of this filing, Partners may not be deemed a beneficial owner of the shares of the Company or a member of the above-listed group.

	MILLENNIUM MANAGEMENT, LLC By: /s/ Israel A. Englander, Managing Member	12/30/2003
	THE RIVERVIEW GROUP LLC By: /s/ Terry Feeney, Chief Operating Officer	12/30/2003
	MILLENNIUM HOLDING GROUP, L.P. By: Millennium Management, LLC as General Partner By: /s/ Israel A....	12/30/2003
	/s/ Israel A. Englander	12/30/2003
	** Signature of Reporting Person	Date
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