EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the incorporation by reference in this Registration Statement
on Form S-8, pertaining to the StemCells, Inc., 2001 Equity Incentive Plan, of
our report dated February 23, 2001 with respect to the consolidated financial
statements of StemCells, Inc., included in its Annual Report on Form 10-K/A for
the year ended December 31, 2000 filed with the Securities and Exchange
Commission.

                                                               Ernst & Young LLP

Palo Alto, California
August 2, 2001