SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) or (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  BioTime, Inc.
             (Exact name of registrant as specified in its charter)

             California                               94-3127919
(State of incorporation or organization)   (I.R.S. Employer Identification No.)


935 Pardee Street, Berkeley, California                 94710
(Address of Principal executive offices)             (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class               Name of each exchange on which
     to be so registered               each class is to be registered
     -------------------               ------------------------------
 Common Shares, no par value            American Stock Exchange, Inc.



If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box.[x]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box.[ ]

Securities  Act  registration  statement file number to which this form relates:
Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)






Item 1.  Description of Registrant's Securities to be Registered.

         The  description of the  Registrant's  Common Shares,  no par value, is
incorporated   by  reference  to  the  Prospectus   contained  in   Registrant's
Registration Statement on Form S-3, No. 333-69179,  filed with the Commission on
December 18, 1998. Any  prospectus  filed under Rule 424(b) under the Securities
Act  with  respect  to  such  Registration  Statement  shall  be  deemed  to  be
incorporated by reference into this registration statement.


Item 2.  Exhibits.

1.       A copy of the certificate for the security being registered is included
         as Exhibit 4(a) to Registrant's Registration Statement on Form S-1, No.
         33-44549, filed with the Commission on December 18, 1991, and Amendment
         No. 1 and  Amendment  No. 2  thereto  filed  with  the  Securities  and
         Exchange   Commission   on   February   6,  1992  and  March  7,  1992,
         respectively, which exhibit is incorporated herein by reference.

2.       Articles of Incorporation,  as amended,  are included as Exhibit 3.1 to
         Registrant's  Annual Report on Form 10-K for the fiscal year ended June
         30, 1998, which exhibit is incorporated herein by reference.

3.       Bylaws,  as  amended,  are  included  as Exhibit  3(c) to  Registrant's
         Registration  Statement  on Form S-1, No.  33-48717 and  Post-Effective
         Amendment  No. 1  thereto,  filed  with  the  Securities  and  Exchange
         Commission  on June 22, 1992 and August 27, 1992,  respectively,  which
         exhibit is incorporated herein by reference.


                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


Date:  August 30, 1999.                     BioTime, Inc.



                                     By   /s/Paul Segall
                                          ------------------------------------
                                          Paul Segall, Chief Executive Officer