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") Quarterly on Form 10-Q
for the period ending March 31, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, George Koshy, Controller and
Acting Chief Financial 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:  May 14, 2003

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