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Item 2.02 Results of Operations and Financial Condition.

On November 1, 2006, StemCells, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2006. The full text of the press release is attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1 Press release





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.

         
    StemCells, Inc.
          
November 1, 2006   By:   Rodney K.B. Young
       
        Name: Rodney K.B. Young
        Title: Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release