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SEC FORM 4 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 AVENUE
(Street)
NEW YORK NY 10103
(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)
12/24/2003
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 ("Co 12/22/2003 S 18,000 D $1.99 4,007,289 I(1)(2)(3) See(1)(2)(3)
Common Stock 12/23/2003 S 19,000 D $2.02 3,988,289 I(1)(2)(3) See(1)(2)(3)
Common Stock 12/23/2003 S 100 D $2.05 3,988,189 I(1)(2)(3) See(1)(2)(3)
Common Stock 12/24/2003 S 19,000 D $2.03 3,969,189 I(1)(2)(3) See(1)(2)(3)
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 AVENUE
(Street)
NEW YORK NY 10103
(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 3,969,189 shares of Common Stock of StemCells, Inc. (the "Company") and 1,322,716 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. 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.
3. 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.
/s/ Israel A. Englander, Managing Member 12/24/2003
** 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.
                                                                    Exhibit 99.1

                             Joint Filer Information

Name: The Riverview Group, LLC

Address: 666 5th Avenue
         New York, New York 10103

Designated Filer: Millennium Management, LLC

Issuer: StemCells, Inc.

Date of Event Requiring Statement: December 22, 2003

Signature:  THE RIVERVIEW GROUP, LLC


            By: /s/ Terry Feeney
                ------------------------------
                Name: Terry Feeney
                Title: Chief Executive Officer



                             Joint Filer Information

Name: Millennium Holding Group, L.P.

Address: 666 5th Avenue
         New York, New York 10103

Designated Filer: Millennium Management, LLC

Issuer: StemCells, Inc.

Date of Event Requiring Statement: December 22. 2003

Signature: MILLENNIUM HOLDING GROUP, L.P.

           By: Millennium Management LLC
           as General Partner
           By: Israel A. Englander
           as Sole Managing Member


           By:  /s/ Israel A. Englander
                -----------------------
           Name: Israel A. Englander



                             Joint Filer Information

Name: Israel A. Englander.

Address: 666 5th Avenue
         New York, New York 10103

Designated Filer: Millennium Management, LLC

Issuer: StemCells, Inc.

Date of Event Requiring Statement: December 22, 2003

Signature: ISRAEL A. ENGLANDER


           By: /s/ Israel A. Englander
               ---------------------------
               Israel A. Englander