Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                                   Pursuant to
                             Section 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of Earliest Event Reported): May 8, 2001


                                 STEMCELLS, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                       0-19871                  94-3078125
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
      of incorporation)                                   Identification Number)

                                2155 PORTER DRIVE
                           PALO ALTO, CALIFORNIA 94304
          (Address, of principal executive offices, including zip code)

                                 (650) 475-3100
               (Registrant's Telephone number including area code)




       On April 30, 2001, StemCells, Inc. issued a press release announcing that
it had sold all of its remaining founder's shares in Swiss Modex Therapeutics,
Ltd. (SWX New Market: MDXN) in a private placement. StemCells, Inc. sold 103,577
shares at a net price of 87.30 CHF (Swiss francs) per share, or a total sum of
approximately US $5,200,000. A copy of this press release is attached to this
Current Report on Form 8-K as Exhibit 99.1.



       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.

                                        By /s/ George Koshy
                                           George Koshy
                                           Controller and Acting Chief
                                           Financial Officer

Date: May 7, 2001

                                  EXHIBIT INDEX

99.1     Press Release dated April 30, 2001