UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

      INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b),
         (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

                               (Amendment No. 2)*

StemCells, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

85857R105
(CUSIP Number)


December 4, 2001
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]      Rule 13d-1(b)
[x]      Rule 13d-1(c)
[ ]      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Millennium Partners, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [x]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  2,427,483

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  2,427,483

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  2,427,483

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [x]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  9.99%

12.      TYPE OF REPORTING PERSON*

                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!








     This  statement  is filed  pursuant to Rule  13d-2(d)  with  respect to the
shares of common stock (the "Common  Stock") of StemCells,  Inc. (the  "Issuer")
beneficially  owned by  Millennium  Partners,  L.P.  as of  December 6, 2001 and
amends and  supplements the Schedule 13G dated September 11, 2000, as previously
amended  (the  "Schedule  13G"),  previously  filed by the  reporting  person in
connection  with its beneficial  ownership of shares of Common Stock.  Except as
set forth herein, the Schedule 13G is unmodified.

Item 4.   Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

          (a)      Amount beneficially owned:

                   Subject to the Ownership Limitation (defined below), the
                   reporting person owns or has the right to acquire: (i)
                   1,598,353 shares of Common Stock held outright; (ii) 577,330
                   shares of Common Stock currently issuable to the reporting
                   person upon the exercise of warrants; and (iii) 2,000,000
                   shares of Common Stock currently issuable to the reporting
                   person upon the conversion of shares of the Company's 3%
                   Cumulative Convertible Preferred Stock (the "Preferred
                   Stock").

                   In accordance with Rule 13d-4 under the Securities Exchange
                   Act of 1934, as amended, because the number of shares of
                   Common Stock into which the reporting person's warrants and
                   shares of Preferred Stock are exercisable or convertible, as
                   applicable, are limited, pursuant to the terms of the
                   warrants and certificate of designations covering the
                   Preferred Stock, to that number of shares of Common Stock
                   which would result in the reporting person having aggregate
                   beneficial ownership of 9.99% of the total issued and
                   outstanding shares of Common Stock (the "Ownership
                   Limitation"), the reporting person disclaims beneficial
                   ownership of any and all shares of Common Stock that would
                   cause the reporting person's aggregate beneficial ownership
                   to exceed the Ownership Limitation.

                   Therefore, in accordance with the Ownership Limitation, the
                   reporting person, based upon 23,470,000 shares of common
                   stock outstanding, beneficially owns an aggregate of
                   2,427,483 shares of Common Stock, and disclaims beneficial
                   ownership of 1,748,200 shares of Common Stock.



          (b)      Percent of class:

                   9.99%

          (c)      Number of shares as to which such person has:

                   (i) Sole power to vote or to direct the vote:

                        2,427,483 shares of Common Stock.

                   (ii) Shared power to vote or to direct the vote

                        0

                   (iii) Sole power to dispose or to direct the disposition of

                        2,427,483 shares of Common Stock.

                  (iv) Shared power to dispose or to direct
                  the disposition of

                        0

Item              7. Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company or Control Person.

         The following securities referred to in the first paragraph of Item
         4(a) above are held by Riverview Group, L.L.C., a Delaware limited
         liability company, which is a wholly-owned subsidiary of the reporting
         person: (a) 500,125 of the shares of Common Stock, (b) warrants
         exercisable into 350,877 shares of Common Stock, and (c) the shares of
         the Preferred Stock.


Item 10.  Certification.

         By signing below the undersigned certifies that, to the best of its
         knowledge and belief, the securities referred to above were not
         acquired and are not held for the purpose of or with the effect of
         changing or influencing the control of the issuer of the securities and
         were not acquired and are not held in connection with or as a
         participant in any transaction having that purpose or effect.








                                   SIGNATURES

          After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.

Dated: December 6, 2001

                           MILLENNIUM PARTNERS, L.P.


                           By: /s/ Terry Feeney
                               --------------------------------
                                    Name:  Terry Feeney
                                    Title: Chief Operating Officer