EXHIBIT 99.2

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the StemCells, Inc. (the "Company") Annual Report on Form
10-K for the year ending December 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Martin McGlynn,
President and Chief Executive Officer of the Company, certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:

      (1).  The Report fully complies with the requirements of Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934, as amended; and

      (2).  The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.


A signed original of this written statement required by Section 906 has been
provided to StemCells Inc. and will be retained by StemCells, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.



Date:  March 28, 2003

/s/ Martin McGlynn
- ---------------------------------------------
Martin McGlynn
President and Chief Executive Officer


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