Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ITEM 5.02 (c). Effective November 30, 2006, the title held by Ann Tsukamoto, Ph.D., was changed from Vice President, Research & Development, to Chief Operating Officer of StemCells, Inc.

Item 8.01 Other Events.

ITEM 8.01. Effective December 5, 2006, the title held by Rodney K.B. Young was changed from Chief Financial Officer and Vice President, Finance to Chief Financial Officer and Vice President, Finance and Administration of StemCells, Inc.

The appointment and promotion of certain non-executive officer employees was also announced.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index