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 14, 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 May 11, 2001, StemCells, Inc. issued a press release announcing that
it had entered into a definitive agreement with an institutional investor to
provide the company with up to $30,000,000 in equity financing. 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 14, 2001


                                  EXHIBIT INDEX

99.1              Press Release dated May 11, 2001