EXHIBIT 32.2

    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 ended December 31, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Judi Lum, 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.

Date:  March 14, 2005

/s/ Judi Lum
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Judi Lum
Chief Financial Officer