SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BJERKHOLT ERIC (Last) (First) (Middle) C/O STEMCELLS, INC. 3155 PORTER DRIVE (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2004	3. Issuer Name and Ticker or Trading Symbol STEMCELLS INC [ STEM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 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)

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: 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
Option to Purchase	03/01/2005(1)	03/01/2014	Common Stock	20,000	1.95(1)	D

Explanation of Responses:

1. Non-employee directors receive an option for 20,000 shares of the Company's common stock on appointment to the Board of Directors. The option vests one third on each of the first three anniversaries of each such option, and has a strike price equal to the closing price of the stock on the date of appointment. Mr. Bjerkholt became a member of the Board on March 1, 2004; the closing price of the stock was $1.95 on that date.

Remarks:

	Eric H. Bjerkholt by Iris Brest, Attorney-in-Fact	03/03/2004
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 	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 _23 day of _February, 2004.


	______________/s/______________________
	Signature


	____________Eric Bjerkholt_____________
	Print Name