As filed with the Securities and Exchange Commission on February 7, 2002


                                                      Registration No. 333-75300
================================================================================
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------


                                 AMENDMENT NO. 2
                                       TO
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------


                                  BIOTIME, INC.
               (Exact name of Registrant as specified in charter)
                ------------------------------------------------

              California                                  94-3127919
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

                                                        Paul E. Segall,
                                                    Chief Executive Officer
           935 Pardee Street                             BioTime, Inc.
       Berkeley, California 94710                      935 Pardee Street
            (510) 845-9535                         Berkeley, California 94710
    (Address, including zip code,                         (510) 845-9535
and telephone number, including area code,       (Name, address, including zip
of Registrant's principal executive offices)      code, and telephone number,
                                                 including area code, of agent
                                                          for service)

                            -------------------------
Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                             RICHARD S. SOROKO, ESQ.
               Lippenberger, Thompson, Welch, Soroko & Gilbert LLP
                              201 Tamal Vista Blvd.
                         Corte Madera, California 94925
                               Tel. (415) 927-5200
                            -------------------------

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after this Registration Statement becomes effective.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis pursuant to Rule 415 of the Securities Act of 1933,
other than  securities  offered  only in  connection  with  dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. |_|

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. |_|



The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its Effective Date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of 1933,  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

This  Registration   Statement  relates  to  the  registration  statement  under
Commission file number 333-44092.


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================================================================================




PROSPECTUS

                                  BIOTIME, INC.

                             1,635,751 COMMON SHARES
                   721,021 WARRANTS TO PURCHASE COMMON SHARES

     All of the shares and warrants offered by this prospectus are being offered
for sale by shareholders or warrant holders of BioTime,  Inc. who may sell their
shares  and  warrants  from  time to  time at  prevailing  market  prices  or in
privately  negotiated  transactions.  Warrant  holders  may  acquire  shares  by
exercising  their  warrants  and  may  then  sell  those  shares.   The  selling
shareholders and warrant holders will bear all broker-dealer fees,  commissions,
and discounts payable in connection with the sale of their shares and warrants.

     All of the net  proceeds  from  the sale of  shares  and  warrants  will be
received by the selling  shareholders and warrant  holders,  and none of the net
proceeds  will be paid to BioTime.  However,  BioTime  will receive the exercise
price of the warrants when the warrants are exercised.

     The common  shares are listed for trading on the  American  Stock  Exchange
(the "AMEX") under the symbol BTX. The closing price of the common shares on the
AMEX on January 28 , 2002 was $4.50. There is presently no public market for the
warrants, and there is no assurance that a market will develop.

                                   ----------

          These securities involve a high degree of risk and should be
           purchased only by persons who can afford the loss of their
                entire investment. See "Risk Factors" on page 5.

                                   ----------

          Neither the Securities and Exchange Commission nor any state
           securities commission has approved or disapproved of these
              securities or passed upon the accuracy or adequacy of
   this prospectus. Any representation to the contrary is a criminal offense.


                 The date of this prospectus is February 8, 2002




                      [This Page Intentionally Left Blank]



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                               PROSPECTUS SUMMARY

     The  following  summary  explains  only  some  of the  information  in this
prospectus.  More detailed information and financial statements appear elsewhere
in this  prospectus  or in the  documents  incorporated  by reference  into this
prospectus.  Statements  contained in this  prospectus  that are not  historical
facts may constitute  forward-looking  statements  that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
discussed.  Words such as  "expects,"  "may,"  "will,"  "anticipates,""intends,"
"plans,"  "believes,"  "seeks,"  "estimates," and similar  expressions  identify
forward-looking statements. See "Risk Factors."

                                   The Company

     BioTime,  Inc. is a development  stage company  engaged in the research and
development  of  synthetic  solutions  that can be used as blood  plasma  volume
expanders,  blood  replacement  solutions during  hypothermic (low  temperature)
surgery, and organ preservation  solutions.  Plasma volume expanders are used to
treat  blood loss in  surgical or trauma  patients  until blood loss  becomes so
severe that a transfusion  of packed red blood cells or other blood  products is
required.  We are also  developing  a  specially  formulated  hypothermic  blood
substitute solution that would have a similar function and would be used for the
replacement of very large volumes of a patient's  blood during cardiac  surgery,
neurosurgery  and other  surgeries  that  involve  lowering the  patient's  body
temperature to hypothermic levels.

     Our first product,  Hextend(R),  is a physiologically balanced blood plasma
volume  expander,  for the treatment of hypovolemia.  Hypovolemia is a condition
often  associated  with  blood  loss  during  surgery  or from  injury.  Hextend
maintains  circulatory  system fluid volume and oncotic pressure and keeps vital
organs perfused during surgery.  Hextend,  approved for use in major surgery, is
the only blood plasma volume expander that contains hetastarch, buffer, multiple
electrolytes  and  glucose.  Hextend is designed to compete  with and to replace
products such as albumin and other  colloid  solutions,  as well as  crystalloid
solutions,  that have been used to  maintain  fluid  volume  and blood  pressure
during surgery.

     Hextend is being sold in the United States by Abbott  Laboratories under an
exclusive  license from us. Abbott also has the right to sell Hextend in Canada,
where an application for marketing approval is pending.  Abbott also has a right
to obtain licenses to manufacture and sell other BioTime  products in the United
States and Canada.  We have retained all rights to manufacture,  sell or license
Hextend and other products in all other countries.

     Because  Hextend  is a  surgical  product,  sales  will  be  determined  by
anesthesiologists,  surgeons  practicing a variety of specialties,  and hospital
pharmacists.  Abbott's  marketing  strategy  is  designed  to reach this  target
customer base through  sales calls and an  advertising  campaign  focused on the
physiological  basis of using a  plasma-like  substance  to  replace  lost blood
volume and the ability of Hextend to support vital physiological processes.

--------------------------------------------------------------------------------


                                        3


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     As part of the marketing program, Abbott and BioTime have financed a number
of studies  showing  the  advantages  of  receiving  Hextend  and other  BioTime
products  during  surgery.  The results of these  studies  will be  presented at
medical  conferences  and articles  will be written for  publication  in medical
journals.  BioTime is also aware of  independent  studies using Hextend that are
being  conducted by physicians and hospitals,  who may publish their findings in
medical  journals.  The outcome of medical studies and timing of the publication
of the results could have an effect on Hextend sales.

     We are  also  developing  two  other  blood  volume  replacement  products,
PentaLyte,(R) and  HetaCool,(TM)  that, like Hextend,(R) have been formulated to
maintain the patient's  tissue and organ  function by  sustaining  the patient's
fluid volume and physiological balance. Various colloid and crystalloid products
are being  marketed by other  companies  for use in  maintaining  patient  fluid
volume in surgery and trauma care, but the use of those solutions can contribute
to patient morbidity, including conditions such as hypovolemia,  edema, impaired
blood clotting, acidosis, and other biochemical imbalances.  Hextend, PentaLyte,
and HetaCool contain  constituents  that may prevent or reduce the physiological
imbalances that can cause those problems.  Our products do not contain  albumin.
Albumin  produced from human plasma is also currently used as a plasma expander,
but it is  expensive  and  subject to supply  shortages,  and an FDA warning has
cautioned  physicians about the risk of  administering  albumin to seriously ill
patients.

     BioTime  was  incorporated  under  the laws of the State of  California  on
November 30, 1990.  BioTime's  principal office is located at 935 Pardee Street,
Berkeley, California 94710. Its telephone number is (510) 845-9535.

     Hextend(R) and PentaLyte(R) are registered trademarks,  and HetaCool(TM) is
a trademark, of BioTime, Inc.

                   Exercise of Warrants and Sale of the Shares

     The shares offered by this prospectus  include both shares  presently owned
by two selling  shareholders  and shares  that may be issued to certain  selling
shareholders and warrant holders upon the exercise of warrants. The registration
of the shares will permit the selling  shareholders  and warrant holders to sell
shares  (including  shares they acquire upon the exercise of their warrants) and
warrants from time to time.  Shares may be sold on the AMEX at prevailing market
prices or at prices  related  to the  prevailing  market  price or in  privately
negotiated  transactions.  Warrants  may be  sold  in  over  the  counter  or in
privately negotiated  transactions.  There is presently no public market for the
warrants.  BioTime  has agreed to apply to list the  warrants on the AMEX at the
request of any warrant  holder if the AMEX listing  requirements  are met. As of
the date of this  prospectus,  the AMEX listing  requirements  applicable to the
warrants  have not be met. The AMEX rules  presently  provide that the AMEX will
not list warrants  unless there are at least 200,000  warrants  publicly held by
not less than 100 public warrant holders.  The selling  shareholders and warrant
holders will bear all broker-dealer  commissions  payable in connection with the
sale of their  shares and  warrants.  See  "Selling  Shareholders"  and "Plan of
Distribution"  for more  information  about the  selling  shareholders'  plan to
exercise their warrants and sell shares.

--------------------------------------------------------------------------------


                                        4


                                  RISK FACTORS

     An  investment  in the shares  involves a high  degree of risk.  You should
purchase  the  shares  only if you can  afford to lose your  entire  investment.
Before  deciding to purchase any of the shares offered by this  prospectus,  you
should consider the following  factors which could  materially  adversely affect
the proposed  operations and prospects of BioTime and the value of an investment
in BioTime.  There may be other factors that are not mentioned  here or of which
we are not presently aware that could also affect BioTime's operations.

We May  Not  Succeed  In  Marketing  Our  Products  Due to the  Availability  of
Competing Products

      Our  ability to generate  operating  revenue  depends  upon our success in
developing and marketing our products. There can be no assurance that any of our
products  will be  successfully  marketed  or that  we will  receive  sufficient
revenues from product sales to meet our operating  expenses or to earn a profit.
In this regard, sales of Hextend to date have not been sufficient to generate an
amount  of  royalties  or  licensing  fees  sufficient  to cover  our  operating
expenses.

     o    Hextend and our other plasma expander products will compete with other
          products,   including  albumin  and  other  colloid   solutions,   and
          crystalloid   solutions.   Some  of  these  products,   in  particular
          crystalloid solutions and generic hetastarch in saline solutions,  are
          commonly used in surgery and trauma care and sell at low prices.

     o    In order to compete with other products,  particularly those that sell
          at lower  prices,  BioTime  products  will have to  provide  medically
          significant advantages.

     o    Physicians  and hospitals may be reluctant to try a new product due to
          the  high  degree  of risk  associated  with  the  application  of new
          technologies and products in the field of human medicine.

     o    Competing  products are being manufactured and marketed by established
          pharmaceutical   companies.  For  example,  B.  Braun/McGaw  presently
          markets Hespan, an artificial  plasma volume expander,  and Abbott and
          Baxter  International,  Inc. manufacture and sell a generic equivalent
          of Hespan.

     o    There also is a risk that our  competitors  may succeed in  developing
          safer or more  effective  products  that could render our products and
          technologies obsolete or noncompetitive.


                                        5


We Will Spend a  Substantial  Amount of Our Capital on Research and  Development
But We Might Not Succeed in Developing Products and Technologies That Are Useful
In Medicine.

     o    We are attempting to develop new medical products and technologies.

     o    Many of our  experimental  products  and  technologies  have  not been
          applied  in human  medicine  and have  only  been  used in  laboratory
          studies on animals,  and there can be no assurance that those products
          will  prove  to  be  safe  and   efficacious   in  the  human  medical
          applications for which they were developed.

     o    The  experimentation  we are  doing  is  costly,  time  consuming  and
          uncertain as to its results.

     o    If we are  successful  in  developing  a new  technology  or  product,
          refinement  of the new  technology  or product and  definition  of the
          practical  applications  and  limitations of the technology or product
          may take years and require the expenditure of large sums of money.

If We Do Not Receive FDA and Other Regulatory Approvals We Will Not Be Permitted
To Sell Our Products

     The products that we develop cannot be sold until the FDA and corresponding
foreign regulatory  authorities approve the products for medical use. This means
that:

          (1)  We will have to conduct  expensive  and time  consuming  clinical
               trials of new products;

          (2)  We will incur the  expense  and delay  inherent  in  seeking  FDA
               approval of new products;

          (3)  A product that is approved may be subject to restrictions on use;

          (4)  The FDA can recall or withdraw  approval of a product if problems
               arise; and

          (5)  We will face similar regulatory issues in foreign countries.

We Might Not Be Able To Raise  Additional  Capital  Needed To Pay Our  Operating
Expenses

     We plan to continue to incur substantial research, product development, and
regulatory  expenses,  and we  will  need to  raise  additional  capital  to pay
operating  expenses  until  we are able to  generate  sufficient  revenues  from
product  sales,  royalties,  and license fees. We have not received an amount of
royalties  and licensing  fees from the sale of Hextend  sufficient to cover our
operating  expenses.  We  expect  that our cash on hand  will be  sufficient  to
finance our operations  for  approximately  the next twelve months,  but we will
have to curtail  the pace of our  product  development  efforts  unless our cash
resources  increase through a growth in revenues or additional equity investment
or  borrowing.   Although  we  will  continue  to  seek   licensing   fees  from
pharmaceutical  companies  for licenses to  manufacture  and market our products
abroad,  it is likely that additional sales of equity or debt securities will be
required to meet our short-term capital


                                        6


needs. Sales of additional equity securities could result in the dilution of the
interests of present  shareholders.  There can be no  assurance  that we will be
able to raise  additional  funds on favorable terms or at all, or that any funds
raised  will be  sufficient  to permit us to develop  and  market our  products.
Unless we are able to generate sufficient revenue or raise additional funds when
needed, it is likely that we will be unable to continue our planned  activities,
even if we are making progress with our research and development projects.

If  We  Are  Unable  To  Enter  Into  Additional   Licensing  Or   Manufacturing
Arrangements,  We May Have to Incur Significant Expense To Acquire Manufacturing
Facilities And A Marketing Organization

     We presently do not have adequate  facilities  or resources to  manufacture
our products and the  hydroxyethyl  starches  used in our  products.  We plan to
enter into  arrangements  with  pharmaceutical  companies for the production and
marketing  of our  products.  We have  granted  Abbott an  exclusive  license to
manufacture  and  market  Hextend in the United  States and  Canada.  Although a
number of  pharmaceutical  companies have expressed  their interest in obtaining
licenses to manufacture and market our products in other countries, there can be
no assurance that we will be successful making other licensing arrangements.  If
licensing or manufacturing  arrangements  cannot be made on acceptable terms, we
will have to  construct  or  acquire  our own  manufacturing  facilities  and to
establish  our  own  marketing  organization,  which  would  entail  significant
expenditures of time and money.

Our Patents May Not Protect Our Products From Competition

      We have patents in Australia,  Israel,  Russia, South Africa, South Korea,
and the United  States  and have  filed  patent  applications  in other  foreign
countries, for certain products,  including Hextend, HetaCool, and PentaLyte. No
assurance  can be given  that any  additional  patents  will be issued to us, or
that,  if  issued,   those  patents  will  provide  us  with  meaningful  patent
protection,  or that  others will not  successfully  challenge  the  validity or
enforceability  of any  patent  issued to us. The costs  required  to uphold the
validity  and  prevent  infringement  of  any  patent  issued  to  us  could  be
substantial,  and we might not have the resources available to defend our patent
rights.

The Price and Sale of Our Products May Be Limited By Health  Insurance  Coverage
And Government Regulation

      Success in selling our  products may depend in part on the extent to which
health  insurance   companies,   HMOs,  and  government  health   administration
authorities  such as Medicare and Medicaid will pay for the cost of the products
and related treatment.  Presently, most health insurance plans and HMOs will pay
for Hextend when it is used in a surgical procedure that is covered by the plan.
However,  there can be no assurance  that adequate  health  insurance,  HMO, and
government coverage will be available to permit our other products to be sold at
prices  high  enough for us to  generate a profit.  In some  foreign  countries,
pricing or  profitability  of health  care  products  is  subject to  government
control which may result in low prices for our products.  In the United  States,
there have been a number of federal and state  proposals  to  implement  similar
government controls, and new proposals are likely to be made in the future.


                                        7


Our  Business  Could Be  Adversely  Affected If We Lose the  Services Of The Key
Personnel Upon Whom We Depend

      We  depend  to a  considerable  degree on the  continued  services  of our
executive  officers.  The loss of the services of any of the executive  officers
could  have a material  adverse  effect on us. In  addition,  our  success  will
depend,  among other  factors,  upon  successful  recruitment  and  retention of
additional highly skilled and experienced management and technical personnel.

Because We Do Not Pay Dividends,  Our Stock May Not Be A Suitable Investment For
Anyone Who Need To Earn Dividend Income

     We do not pay cash  dividends  on our common  shares.  For the  foreseeable
future we anticipate that any earnings generated in our business will be used to
finance  the  growth of  BioTime  and will not be paid out as  dividends  to our
shareholders.  This means that our stock may not be a  suitable  investment  for
anyone who needs to earn income from their investments.

Because We Are a Drug Development  Company,  The Price Of Our Stock May Rise And
Fall Rapidly

     The market price of BioTime  shares,  like that of the common stock of many
biotechnology  companies,  has been highly volatile. The price of BioTime shares
may rise  rapidly in response to certain  events,  such as the  commencement  of
clinical  trials of an  experimental  new drug, even though the outcome of those
trials and the likelihood of ultimate FDA approval remains uncertain. Similarly,
prices of BioTime  shares may fall rapidly in response to certain events such as
unfavorable  results  of  clinical  trials or a delay or  failure  to obtain FDA
approval.  The failure of our  earnings  to meet  analysts'  expectations  could
result in a significant  rapid decline in the market price of our common shares.
In  addition,  the stock market has  experienced  and  continues  to  experience
extreme  price and volume  fluctuations  which have affected the market price of
the equity securities of many biotechnology  companies and which have often been
unrelated  to  the  operating  performance  of  these  companies.  Broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely affect the market price of the common shares.


                                        8


                                   THE COMPANY

     We are  developing  synthetic  solutions  that can be used as blood  plasma
volume  expanders,  blood  replacement  solutions  during  "hypothermic"  or low
temperature surgery, and organ preservation  solutions.  Plasma volume expanders
are used to treat  blood loss in surgical  or trauma  patients  until blood loss
becomes so severe  that a  transfusion  of packed red blood cells or other blood
products is required. We are also developing a specially formulated  hypothermic
blood replacement solution that would be used for the replacement of a patient's
circulating  blood  volume  during  cardiac  surgery,   neurosurgery  and  other
surgeries that involve  lowering the patient's  body  temperature to hypothermic
levels.

     Our first  product,  Hextend,  is a  physiologically  balanced blood plasma
volume  expander,  for the treatment of hypovolemia.  Hypovolemia is a condition
often  associated  with  blood  loss  during  surgery  or from  injury.  Hextend
maintains  circulatory  system fluid volume and oncotic pressure and keeps vital
organs perfused during surgery.  Hextend, approved for large-volume use in major
surgery,  is the only blood plasma volume  expander  that  contains  hetastarch,
buffer,  multiple electrolytes and glucose.  Hextend is designed to compete with
and to replace older  products such as albumin and other colloid  solutions,  as
well as crystalloid solutions,  that have been used to maintain fluid volume and
blood pressure during surgery.  Hextend is also completely sterile to avoid risk
of infection.  Most health insurance reimbursements and HMO coverage now include
the cost of Hextend used in surgical procedures.

     Hextend  is being sold in the United  States by Abbott  under an  exclusive
license from us.  Abbott also has the right to sell Hextend in Canada,  where an
application  for marketing  approval is pending.  We have retained all rights to
manufacture,  sell or license Hextend and other products in all other countries.
Abbott also has a right to obtain licenses to manufacture and sell other BioTime
products.

     Because  Hextend  is a  surgical  product,  sales  will  be  determined  by
anesthesiologists,  surgeons  practicing a variety of specialties,  and hospital
pharmacists.  Abbott's  marketing  strategy  is  designed  to reach this  target
customer base through  sales calls and an  advertising  campaign  focused on the
physiological  basis of using a  plasma-like  substance  to  replace  lost blood
volume and the ability of Hextend to support vital physiological processes.

     As part of the marketing  program,  we and Abbott have financed a number of
limited  studies  showing the advantages of receiving  Hextend and other BioTime
products  during  surgery.  As these studies are completed,  the results will be
presented at medical conferences and articles will be written for publication in
medical journals. The Company is also aware of independent studies using Hextend
that are being  conducted by  physicians  and  hospitals,  who may publish their
findings in medical  journals.  The outcome of medical studies and timing of the
publication of the results could have an effect on Hextend sales.

     We are  also  developing  two  other  blood  volume  replacement  products,
PentaLyte and HetaCool that, like Hextend,  have been formulated to maintain the
patient's tissue and organ function by sustaining the patient's fluid volume and
physiological balance. Various colloid and


                                        9


crystalloid   products  are  being  marketed  by  other  companies  for  use  in
maintaining  patient  fluid  volume in surgery and trauma  care,  but the use of
those solutions can contribute to patient morbidity,  including  conditions such
as hypovolemia,  edema, impaired blood clotting, acidosis, and other biochemical
imbalances.  Hextend,  PentaLyte,  and HetaCool  contain  constituents  that may
prevent or reduce the  physiological  imbalances  that can cause those problems.
Our products do not contain albumin.  Albumin produced from human plasma is also
currently used as a plasma  expander,  but it is expensive and subject to supply
shortages,  and a recent FDA warning has cautioned  physicians about the risk of
administering albumin to seriously ill patients.

     Based upon the results of our clinical studies and laboratory research,  we
have determined that in many emergency care and surgical  applications it is not
necessary  for a plasma  volume  expander  to include  special  oxygen  carrying
molecules to replace red blood cells.  Therefore, we are developing formulations
that do not use costly and potentially  toxic oxygen carrying  molecules such as
synthetic hemoglobin and perfluorocarbons.

     We have  completed a Phase I clinical  trial of PentaLyte  and are planning
the next phase of our clinical  trials in which  PentaLyte will be used to treat
hypovolemia in surgery. PentaLyte contains a lower molecular weight hydroxyethyl
starch than Hextend, and is more quickly metabolized.  PentaLyte is designed for
use when short lasting volume expansion is desirable.

     We are also continuing to develop solutions for low temperature surgery and
trauma  care.  A number of  physicians  have  reported  using  Hextend  to treat
hypovolemia under mild hypothermic conditions during cardiac surgery. Additional
cardiac surgeries have been performed at deeper hypothermic temperatures. In one
case,  Hextend was used to treat  hypovolemia  in a cancer  patient  operated on
under  deep  hypothermic  conditions  in which the heart  was  arrested.  Once a
sufficient  amount of data from  successful  low  temperature  surgery  has been
compiled,  we plan to seek  permission  to  conduct  trials  using  Hextend as a
complete replacement for blood under near-freezing conditions. We currently plan
to market Hextend for complete blood volume replacement at very low temperatures
under the registered trade mark "HetaCool(R)" after FDA approval is obtained.

     In order  to  commence  clinical  trials  for  regulatory  approval  of new
products, such as PentaLyte and HetaCool, or new therapeutic uses of Hextend, it
will be necessary for us to prepare and file with the FDA an Investigational New
Drug  Application  ("IND")  or an  amendment  to  expand  the  present  IND  for
additional  Hextend studies.  Filings with foreign  regulatory  agencies will be
required to commence clinical trials overseas.

     We  intend  to enter  global  markets  through  licensing  agreements  with
overseas  pharmaceutical  companies.  By licensing our products abroad,  we will
avoid the capital costs and delays inherent in acquiring or establishing our own
pharmaceutical   manufacturing  facilities  and  establishing  an  international
marketing  organization.  A number of pharmaceutical  companies around the world
have expressed  their interest in obtaining  licenses to manufacture  and market
our products.  Our  management is  continuing  to meet with  representatives  of
interested companies.


                                       10


     We are also pursuing a global clinical trial strategy, the goal of which is
to permit us to obtain  regulatory  approval  for our  products  as quickly  and
economically as practicable.  For example,  the United States Phase III clinical
trials of Hextend  involved  120  patients  and were  completed  in less than 12
months. Although regulatory requirements vary from country to country, we may be
able to file applications for foreign regulatory  approval of its products based
upon the results of the United States clinical trials. Our application to market
Hextend in Canada had been found  acceptable for review as a New Drug Submission
by the  Canadian  Health  Protection  Branch  (HPB),  and we  are  now  awaiting
completion  of HPB's  review of that  application.  During the third  quarter of
2000, the Company filed its first  application  for approval in a European Union
member nation,  Sweden.  Regulatory  approvals for countries that are members of
the European  Union may be obtained  through a mutual  recognition  process.  If
approvals  based upon those  trials can be obtained in the  requisite  number of
member  nations,  then we would be  permitted  to market  Hextend  in all member
nations.

     The cost of preparing  regulatory filings and conducting clinical trials is
not presently determinable, but could be substantial. It may be necessary for us
to obtain  additional funds in order to complete any clinical trials that it may
conduct for its new products or for new uses of Hextend.

     In addition to developing  clinical trial programs,  we plan to continue to
provide funding for our laboratory  testing  programs at selected  universities,
medical  schools and hospitals for the purpose of developing  additional uses of
Hextend, PentaLyte, HetaCool, and other new products, but the amount of research
that will be  conducted  at those  institutions  will depend upon our  financial
status.

     In addition to developing  clinical trial programs,  we plan to continue to
provide funding for our laboratory  testing  programs at selected  universities,
medical  schools and hospitals for the purpose of developing  additional uses of
Hextend, PentaLyte, HetaCool, and other new products, but the amount of research
that will be  conducted  at those  institutions  will depend upon our  financial
status. Because our research and development expenses,  clinical trial expenses,
and  production  and  marketing  expenses will be charged  against  earnings for
financial  reporting  purposes,  management  expects that losses from operations
will continue to be incurred for the foreseeable future.


                                       11


                                 USE OF PROCEEDS

     The  shares  and  warrants  are  being  offered  for  sale  by the  selling
shareholders  and  warrant  holders.  BioTime  will not  receive  any of the net
proceeds from the sale of the shares and warrants.  We will receive the exercise
price of the warrants when those warrants are exercised.  If all of the warrants
covered  by this  prospectus  are  exercised,  we would  receive  $6,060,355.32.
However,  there is no assurance  that the warrants  will be  exercised.  In this
regard,  the exercise  prices of the  warrants  covered by this  prospectus  are
currently  greater than the market price of BioTime common shares.  See "Selling
Shareholders."  We will use the  proceeds  we receive  from the  exercise of the
warrants  for  general  working  capital   purposes,   including   research  and
development expenses and general and administrative expenses.

                    SELLING SHAREHOLDERS AND WARRANT HOLDERS

     The  following  table shows the number of shares and warrants  owned by the
selling  shareholders  and warrant  holders prior to this offering,  the maximum
number of shares and warrants that may be sold by them through this  prospectus,
and the amount and  percentage of the  outstanding  shares that will be owned by
them after the completion of this offering.



                                                                             Shares and       Percent of Shares
Name                             Shares and             Shares and         Warrants Owned        Owned After
----                           Warrants Owned        Warrants Offered      After Offering        Offering (1)
                               --------------        ----------------      --------------    -------------------

                                                                                       
Alfred D. Kingsley (2)          1,920,752(2)           1,351,135(3)           569,617              4.6%
Gary K. Duberstein
Greenbelt Corp.
Greenway Partners, L.P.
Greenhouse Partners, L.P.
  909 Third Avenue, 30th Floor
  New York, NY 10022

Camco Tactical Return             345,688                 76,923(4)           268,765              0.0%
Partners, L.P.
  320 Park Avenue
  New York, NY 10022

Milton Dresner                     70,207(5)              15,385(4)            54,822              0.47%
  28777 Northwestern Hwy.
  Suite 100
  Southfield, MI 48034

George Karfunkel                   76,923(4)              76,923(4)            0                   0.0%
  1671 52nd Street
  Brooklyn, NY 11204

Goren Brothers, L.P.               38,462(4)              38,462(4)            0                   0.0%
  150 East 52nd Street
  New York, NY 10022

Howard Stein                       76,923(4)              76,923(4)            0                   0.0%
  One Meadow Lane
  Southhampton, NY 11968



                                       12


(1)  Includes  shares which may be acquired and sold by the selling  shareholder
     upon the exercise of the warrants described in this prospectus.

(2)  Includes  155,636  shares  issuable  upon the exercise of certain  warrants
     owned by Greenbelt  Corp.,  664,460  shares owned by  Greenbelt  Corp.  and
     10,000  shares  that  Greenbelt  Corp.  may  acquire  as  compensation  for
     performing  services,  90,750  shares  owned by  Greenway  Partners,  L.P.,
     708,242 shares owned solely by Alfred D. Kingsley,  280,769 shares issuable
     upon the exercise of certain  warrants  owned solely by Mr.  Kingsley,  and
     10,895 shares owned solely by Mr.  Duberstein.  Alfred D. Kingsley and Gary
     K. Duberstein control Greenbelt Corp. and may be deemed to beneficially own
     the warrants and shares that Greenbelt Corp.  beneficially owns. Greenhouse
     Partners,  L.P. is the general partner of Greenway Partners,  L.P., and Mr.
     Kingsley  and  Mr.  Duberstein  are  the  general  partners  of  Greenhouse
     Partners, L.P. Greenhouse Partners,  L.P., Mr. Kingsley, and Mr. Duberstein
     may be deemed to beneficially own the shares that Greenway  Partners,  L.P.
     owns.  Mr.  Duberstein  disclaims  beneficial  ownership  of the shares and
     warrants  owned  solely  by  Mr.  Kingsley,   and  Mr.  Kingsley  disclaims
     beneficial ownership of the shares owned solely by Mr. Duberstein.

(3)  Includes  604,730  shares  presently  owned by Greenbelt  Corp.  and 10,000
     shares that  Greenbelt  Corp.  may acquire as  compensation  for performing
     services,  155,636 shares that may be acquired by Greenbelt  Corp. upon the
     exercise  of  certain  warrants,  300,000  shares  owned  solely  by Alfred
     Kingsley,  and 280,769 shares that may be acquired by Alfred  Kingsley upon
     the exercise of certain warrants.

(4)  All of the shares may be acquired and sold by the selling  shareholder upon
     the exercise of certain warrants.

(5)  Includes 24,822 shares presently owned,  30,000 shares that may be acquired
     upon the  exercise  of  certain  options,  and  15,385  shares  that may be
     acquired upon the exercise of certain warrants.


     Some  of the  shares  that  are  being  offered  for  sale  by the  selling
shareholders  are shares that may be acquired upon the exercise of the warrants.
See "Description of the Warrants".




                                       13


     In  connection  with the issue of the  warrants,  we agreed to register the
warrants and  underlying  common shares for sale under the Act. We will bear the
expenses of registration,  other than any underwriting  discounts or commissions
payable to  broker-dealers  that may be incurred by the selling  shareholders in
connection  with a sale of the warrants or shares.  We are not obligated to file
more than two such registration  statements,  other than registration statements
on Form S-3. The selling  shareholders also are entitled to include warrants and
shares  in any  registration  statement  that  we may  file  to  register  other
securities for sale under the Act.


     During April 1998, we entered into a financial  advisory services agreement
with Greenbelt  Corp. The agreement  provided for an initial  payment of $90,000
followed by an advisory  fee of $15,000 per month paid  quarterly.  We agreed to
reimburse Greenbelt Corp. for all reasonable  out-of-pocket expenses incurred in
connection with its engagement as financial advisor,  and to indemnify Greenbelt
Corp.  and  its  officers,   affiliates,   employees,   agents,  assignees,  and
controlling  person from any  liabilities  arising out of or in connection  with
actions taken on our behalf under the agreement. The agreement was renewed twice
for the twelve months  ending March 31, 2001 and March 31, 2002,  but instead of
cash  compensation  Greenbelt  Corp.  has received  60,000 common shares and may
receive an additional  10,000 shares for the three months ending March 31, 2002.
We agreed to register  those shares for sale under the Act, and those shares are
covered by this prospectus.  We have also agreed to permit Alfred D. Kingsley to
include  in this  registration  an  additional  300,000  common  shares  that he
acquired during  December 2000 from certain  BioTime  officers and directors who
sold their shares to reduce margin account indebtedness.

                           DESCRIPTION OF THE WARRANTS

         This  prospectus  covers three groups of warrants.  The  following is a
brief  summary  of the terms of each  group of  warrants.  This  summary  is not
intended as a complete description of the warrants and is qualified by the terms
of the warrant  agreements  governing each of the warrants.  Each warrant holder
and each  prospective  purchaser of a warrant should read the entire  applicable
warrant agreement.

Warrants Issued to Greenbelt Corp.

         Greenbelt Corp.  holds two warrants,  each of which entitles  Greenbelt
Corp. to purchase  77,818 shares.  The terms of these two warrants are the same,
except for the exercise prices and expiration dates. These warrants are referred
to below as the "Greenbelt Warrants."

         Exercise  Price.  The  exercise  prices of the  Greenbelt  Warrants are
$13.75 per share and $15.74 per share, respectively.

         Adjustments. The exercise price and the number and kind of shares which
may be  purchased  upon the  exercise of the  Greenbelt  Warrants are subject to
adjustment to prevent dilution in the event of a stock split, combination, stock
dividend,  reclassification  of  shares,  sale of  assets,  merger,  or  similar
transaction.

         How to Exercise the Greenbelt  Warrants.  The Greenbelt Warrants may be
exercised in whole or in part by  presentation of the warrant  certificate  with
the purchase form duly executed and simultaneous  payment of the exercise price.
The Greenbelt  Warrant holder's  signature must be guaranteed by a bank or trust
company or a broker or dealer which is a member of the National  Association  of
Securities Dealers, Inc. Payment must be made at the principal office of BioTime
(or if a warrant  agent is  appointed,  at the  principal  office of the warrant
agent).  Payment of the  exercise  price may be made in cash or by  certified or
bank cashier's check.

         If a  Greenbelt  Warrant is  exercised  for less than all of the shares
purchasable  on such exercise at any time prior to the date of expiration of the
Greenbelt Warrant, a new certificate  evidencing the unexercised  portion of the
Greenbelt Warrant will be issued.

         Expiration  Date.  One of the  Greenbelt  Warrants  will expire at 5:00
p.m.,  New York time,  on April 15 ,2002 and the other  Greenbelt  Warrant  will
expire at 5:00 p.m.,  New York time,  on July 15, 2002. A Greenbelt  Warrant may
not be exercised after its applicable expiration date.

Warrant Issued to Alfred D. Kingsley

         During  March  2001,  BioTime  issued a warrant  to Alfred D.  Kingsley
entitling him to purchase 50,000 BioTime common shares.  This warrant was issued
in connection  with a $1,000,000  line of credit extended by Mr. Kingsley and is
referred to below as the "Line of Credit Warrant."


                                       14




         Exercise  Price.  The exercise  price of the Line of Credit  Warrant is
$8.31 per share.

         Adjustments. The exercise price and the number and kind of shares which
may be purchased  upon the exercise of the Line of Credit Warrant are subject to
adjustment to prevent dilution in the event of a stock split, combination, stock
dividend,  reclassification  of  shares,  sale of  assets,  merger,  or  similar
transaction.

         How to Exercise the Line of Credit Warrant.  The Line of Credit Warrant
may be exercised in whole or in part by presentation of the warrant  certificate
with the purchase  form duly executed and  simultaneous  payment of the exercise
price.  The Line of Credit  Warrant  holder's  signature must be guaranteed by a
bank or trust  company or a broker or dealer  which is a member of the  National
Association of Securities  Dealers,  Inc.  Payment must be made at the principal
office of BioTime (or if a warrant agent is appointed,  at the principal  office
of the warrant  agent).  Payment of the exercise price may be made in cash or by
certified or bank cashier's check.

         If the Line of Credit  Warrant  is  exercised  for less than all of the
shares  purchasable on such exercise at any time prior to the date of expiration
of the Line of Credit  Warrant,  a new  certificate  evidencing the  unexercised
portion of the Line of Credit Warrant will be issued.

         Expiration  Date.  The Line of Credit Warrant will expire at 5:00 p.m.,
New York time, on March 26, 2006 and may not be exercised after that date.

Warrants Issued to Debenture Holders

         During August 2001,  BioTime issued  $3,350,000 in principal  amount of
debentures.  Purchasers of the debentures  received  warrants  entitling them to
purchase an aggregate  of 515,385  BioTime  common  shares.  These  warrants are
referred to below as the "Debenture Warrants."

         Exercise Price.  The exercise price of the Debenture  Warrants is $6.50
per share.

         Adjustments. The exercise price and the number and kind of shares which
may be  purchased  upon the  exercise of the  Debenture  Warrants are subject to
adjustment to prevent dilution in the event of a stock split, combination, stock
dividend,  reclassification  of  shares,  sale of  assets,  merger,  or  similar
transaction.

         How to Exercise the Debenture  Warrants.  The Debenture Warrants may be
exercised in whole or in part by  presentation of the warrant  certificate  with
the purchase form duly executed and simultaneous  payment of the exercise price.
The warrant holder's  signature must be guaranteed by a bank or trust company or
a broker or dealer which is a member of the National  Association  of Securities
Dealers,  Inc.  Payment must be made at the principal office of BioTime (or if a
warrant  agent is  appointed,  at the  principal  office of the warrant  agent).
Payment  of the  exercise  price  may be made in  cash or by  certified  or bank
cashier's  check.  Holders  of the  debentures  may pay the  exercise  price  by
delivery of debentures in the amount of the exercise price.


                                       15




         If a  Debenture  Warrant is  exercised  for less than all of the shares
purchasable  on such exercise at any time prior to the date of expiration of the
Debenture Warrant, a new certificate  evidencing the unexercised  portion of the
Debenture Warrant will be issued.

         Expiration  Date. The Debenture  Warrants will expire at 5:00 p.m., New
York time, on August 1, 2004 and may not be exercised after that date.

         Right to Redeem. The Debenture Warrants may be redeemed by BioTime,  at
its election,  at any time after June 30, 2002 if (a) a  registration  statement
that includes the Debenture  Warrants and the  underlying  common shares is then
effective  under the  Securities  Act of 1933,  as amended,  and (b) the closing
price of the common shares on a national securities exchange or the Nasdaq Stock
Market National Market System,  or the average bid price as quoted in the Nasdaq
Stock  Market if the  common  shares  are not  listed on a  national  securities
exchange,  equals or exceeds 150% of the exercise  price for any 15  consecutive
trading days. If BioTime  desires to redeem the Debenture  Warrants it must give
the Debenture  Warrant holders notice of redemption by first class mail.  Notice
will be sent to the Debenture  Warrant holder's address appearing in the records
of BioTime or the warrant agent,  if any. The notice shall be sent not less than
45 days prior to the date  fixed by  BioTime  for  redemption  (the  "Redemption
Date").  The redemption  notice will state (i) the date of redemption,  (ii) the
redemption  price,  (iii) the place or places at which the redemption price will
be paid upon presentation and surrender of the Debenture Warrants,  and (iv) the
name and address of the warrant  agent,  if any, and the name and address of any
bank or  trust  company  appointed  by  BioTime  to  receive  and  disburse  the
redemption price.

         The Redemption Date will abate, and the notice of redemption will be of
no effect,  if the closing  price or average bid price of the common shares does
not equal or exceed 120% of the exercise price on the  Redemption  Date and each
of the five trading days immediately  preceding the Redemption Date, but BioTime
will have the right to redeem the  Debenture  Warrants  at a future  date if the
conditions for redemption  described above are subsequently met and a new notice
setting a new Redemption Date is sent to Debenture Warrant holders.

         From and after the  Redemption  Date,  the  Debenture  Warrants will no
longer be  exercisable  and the holders of the  Debenture  Warrants will receive
payment of the redemption price of one cent ($0.01) per share upon  presentation
and surrender of the Debenture Warrants.


                              PLAN OF DISTRIBUTION

     Greenbelt  Corp.  and  Alfred D.  Kingsley  have  advised us that they have
requested the  registration of the shares included in this prospectus  primarily
to  facilitate  their ability to obtain margin loans under which the shares have
been or will be pledged as collateral  and the margin loan funds will be used to
exercise warrants.  Other selling  shareholders may also finance the exercise of
their warrants through margin loans. Under standard margin loan arrangements, if
a selling shareholder were to fail to maintain sufficient margin loan collateral
in  their  stock  brokerage  account,  in the  form of  securities,  cash,  or a
combination  of securities and cash,  the lending  broker-dealer  would have the
right to sell the pledged shares to satisfy its margin loan. Lenders may require
the  registration  of the shares,  which will permit the sale of the shares from
time to time on the AMEX at prevailing  market  prices,  or at prices related to
the prevailing market price, or in privately negotiated transactions.

     The selling  shareholders  may sell shares in conjunction with the exercise
of their warrants or they may hold their shares for investment purposes and then
sell the shares at a later date.  The selling  shareholders  also may enter into
arrangements  with  broker-dealers  under  which they may sell  warrants  to the
broker-dealers  who will then  exercise  the warrants for their own accounts and
sell the shares as principals.  If the selling shareholders sell any warrants to
broker-dealers, they would expect to receive a price based upon the market price
of the shares

                                       16



then  prevailing on the AMEX,  less the exercise  price of the warrants sold and
less a discount or selling concession.

     Warrant  holders may sell their  warrants  from time to time in  negotiated
transactions at negotiated prices or, if a market for the warrants develops,  at
prevailing market prices. No public market for the warrants presently exists and
there is no assurance  that a public market will develop,  or if a public market
develops,  that it will be  sustained.  BioTime  has agreed to apply to list the
warrants on the AMEX at the request of any  warrant  holder if the AMEX  listing
requirements  are met.  As of the  date of this  prospectus,  the  AMEX  listing
requirements  applicable  to the  warrants  have  not be  met.  The  AMEX  rules
presently provide that the AMEX will not list warrants unless there are at least
200,000 warrants publicly held by not less than 100 public warrant holders.

     The selling  shareholders  and warrant holders will bear all  broker-dealer
commissions  payable in  connection  with the sale of their shares and warrants.
Broker-dealers  who acquire shares or warrants from the selling  shareholders or
warrant  holders  as  principals  may  resell  the  shares  from time to time in
transactions  on the AMEX,  or may resell the shares or warrants  in  negotiated
transactions  at  prevailing  market  prices or at  negotiated  prices,  and may
receive usual and  customary  commissions  from the  purchasers of the shares or
warrants

     The selling  shareholders  and warrant  holders have advised us that during
the time that they may be engaged in a distribution of their shares and warrants
they will (a) not  engage  in any  stabilization  activity  in  connection  with
BioTime securities,  (b) cause to be furnished to each broker through whom their
shares or  warrants  may be  offered  the  number  of copies of this  prospectus
required by the broker,  and (c) not bid for or purchase any BioTime  securities
or rights to acquire BioTime securities,  or attempt to induce any person do so,
other than as permitted  under the Securities  Exchange Act of 1934, as amended.
The  selling  shareholders  and  warrant  holders  and  any  broker-dealers  who
participate  in the  sale of their  shares  and  warrants  may be  deemed  to be
"underwriters"  as defined in the Act. Any commissions  paid or any discounts or
concessions  allowed to any  broker-dealers  in connection  with the sale of the
shares and  warrants,  and any profits  received on the resale of any shares and
warrants  purchased  by  broker-dealers  as  principals,  may  be  deemed  to be
underwriting discounts and commissions under the Act.

                                  LEGAL MATTERS

     The validity of the rights, common shares, and warrants will be passed upon
for  BioTime  by  Lippenberger,  Thompson,  Welch,  Soroko &  Gilbert  LLP,  San
Francisco and Corte Madera, California.


                                       17


                                     EXPERTS

     The financial statements of BioTime, Inc. incorporated by reference in this
prospectus from BioTime's Annual Report on Form 10-K for the year ended December
31, 2000 have been audited by Deloitte & Touche LLP,  independent  auditors,  as
stated in their report (which  expresses an unqualified  opinion and includes an
explanatory  paragraph related to the development stage of BioTime's operations)
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     BioTime's  Form 10-K for the fiscal  year ended  December  31, 2000 and all
other reports filed by BioTime  pursuant to Sections 13(a),  13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended,  since the end of the fiscal
year  covered  by such Form 10-K and prior to the  termination  of the  offering
covered by this  prospectus  are hereby  incorporated  into this  prospectus  by
reference.  A  description  of the common  shares  contained  in a  Registration
Statement  on Form 8-A  filed  under the  Securities  Exchange  Act of 1934,  as
amended,  is also incorporated  into this prospectus by reference.  BioTime will
provide without charge to each person, including any beneficial owner, to whom a
prospectus is delivered,  upon written or oral request of such person, a copy of
any and all of the information  that has been  incorporated by reference but not
delivered with this prospectus.  Such requests may be addressed to the Secretary
of BioTime at 935 Pardee Street,  Berkeley,  California 94710; Telephone:  (510)
845- 9535.

     BioTime is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in accordance  therewith files quarterly,
annual,  and current reports and proxy statements and other information with the
Securities and Exchange  Commission.  The public may read and copy any materials
BioTime files with Securities and Exchange Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain  information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330.

     The Commission maintains an Internet site that contains reports,  proxy and
information  statements,  and  other  information  regarding  issuers  that file
electronically   with   the   Commission.   The   address   of   such   site  is
http://www.sec.gov.


                                       18


                             ADDITIONAL INFORMATION

     BioTime has filed with the  Securities and Exchange  Commission,  450 Fifth
Street, N.W.,  Washington,  D.C. a registration  statement on Form S-3 under the
Securities  Act of 1933,  as amended,  for the  registration  of the  securities
offered hereby.  This prospectus,  which is part of the registration  statement,
does not contain all of the information contained in the registration statement.
For  further  information  with  respect to BioTime and the  securities  offered
hereby, reference is made to the registration statement,  including the exhibits
thereto, which may be inspected, without charge, at the Office of the Securities
and Exchange Commission,  or copies of which may be obtained from the Commission
in Washington,  D.C. upon payment of the requisite fees. Statements contained in
this prospectus as to the content of any contract or other document  referred to
are not necessarily  complete. In each instance reference is made to the copy of
the  contract  or  other  document  filed  as an  exhibit  to  the  registration
statement,  and each such statement is qualified in all respects by reference to
the exhibit.


                                       19


================================================================================
--------------------------------------------------------------------------------

No dealer,  salesperson or other person has been  authorized in connection  with
this offering to give any information or to make any representations  other than
those contained in this Prospectus. This Prospectus does not constitute an offer
or a solicitation  in any  jurisdiction  to any person to whom it is unlawful to
make such an offer or solicitation.  Neither the delivery of this Prospectus nor
any sale made hereunder shall,  under any  circumstances,  create an implication
that  there has been no  change in the  circumstances  of  BioTime  or the facts
herein set forth since the date hereof.

                                TABLE OF CONTENTS

Prospectus Summary.............................................................3
Risk Factors...................................................................5
The Company....................................................................9
Use of Proceeds...............................................................12
Selling Shareholders..........................................................12

Description of the Warrants...................................................14
Plan of Distribution..........................................................16
Legal Matters.................................................................17
Experts.......................................................................18
Incorporation of Certain Information
   by Reference...............................................................18
Additional Information........................................................19


--------------------------------------------------------------------------------
================================================================================

================================================================================
--------------------------------------------------------------------------------

                                  BIOTIME, INC.

                             1,635,751 Common Shares
                                721,021 Warrants

                                  -------------
                                   PROSPECTUS
                                  -------------


                                February 8, 2002


--------------------------------------------------------------------------------
================================================================================


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

          The  estimated  expenses  of the  Registrant  in  connection  with the
issuance and  distribution  of the  securities  being  registered  hereby are as
follows:

          Registration Fee-Securities and Exchange Commission ....... $   706.99
          Accounting Fees............................................   7,200.00
          Legal Fees.................................................   9,500.00
          AMEX Listing Fee...........................................  11,907.70
          Miscellaneous Expenses.....................................   2,835.31
                                                                      ----------
                Total................................................ $32,150.00
                                                                      ==========
Item 15.  Indemnification of Directors and Officers.

          Section   317   of   the   California    Corporations   Code   permits
indemnification   of  directors,   officers,   employees  and  other  agents  of
corporations  under certain  conditions and subject to certain  limitations.  In
addition,  Section  204(a)(10)  of the  California  Corporations  Code permits a
corporation to provide,  in its articles of incorporation,  that directors shall
not have liability to the corporation or its  shareholders  for monetary damages
for breach of fiduciary duty, subject to certain prescribed exceptions.  Article
Four of the Articles of Incorporation of the Registrant  contains provisions for
the  indemnification of directors,  officers,  employees and other agents within
the limitations  permitted by Section 317 and for the limitation on the personal
liability  of  directors  permitted  by  Section  204(b)(10),   subject  to  the
exceptions required thereby.


                                      II-1


Item 16.  Exhibits and Financial Statement Schedules.

Exhibit
Numbers                   Description
-------                   -----------

4.1              Warrant Agreement between BioTime, Inc. and Greenbelt Corp.*

4.2              Form of Warrant (included in Exhibit 4.1)*

4.3              Warrant Agreement between BioTime, Inc. and Purchasers of
                 Series 2001-A Debentures+

4.4              Form of Warrant (included in Exhibit 4.3)#

4.5              Warrant Agreement between BioTime, Inc. and Alfred D. Kingsley#

4.6              Form of Warrant (included in Exhibit 4.5)+

5.1              Opinion of Counsel**

23.1             Consent of Deloitte & Touche LLP++

*    Incorporated by reference to BioTime's Form S-3 filed August 16, 2000.
#    Incorporated  by  reference  to  BioTime's  Form  10-K for the  year  ended
     December 31, 2000.
+    Incorporated by reference to BioTime's Form 10-Q for the quarter ended June
     30, 2001.
**   Previously filed.
++   Filed herewith.

Item 17.  Undertakings.

    Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than payment by the Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act and will be governed by final  adjudication  of
such issue.


                                      II-2


     The undersigned registrant hereby undertakes:

     (1) To file  during  any  period  in which  offers  or sales  are  made,  a
post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,   individually  or  in  the  aggregate  represent  a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

     (2) That for the purpose of determining  any liability under the Securities
Act  of  1933,  each  post-effective  amendment  shall  be  deemed  to  be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned  registrant  hereby  undertakes  that, for the purposes of
determining  any liability  under the Securities Act of 1922, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     The undersigned undertakes that:

     (1) For the purposes of determining  any liability under the Securities Act
of 1933, the  information  omitted from the form of prospectus  filed as part of
this  registration  statement in reliance upon Rule 430A and contained in a form
of  prospectus  filed by the  registrant  pursuant to Rule  424(b)(1)  or (4) or
497(h) under the Securities Act shall be deemed to be part of this  registration
statement as of the time it was declared effective.

     (2) For the purposes of determining  any liability under the Securities Act
of 1933, each post-effective  amendment that contains a form of prospectus shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the bona fide offering thereof.


                                      II-3


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Berkeley,
State of California on February 6, 2002.


                                        BIOTIME, INC.


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

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to the Registration  Statement has been signed below by the following persons in
the capacities and on the dates indicated.


       Signature                         Title                       Date
       ---------                         -----                       ----


  /s/ Paul Segall             Chief Executive Officer and      February 6, 2002
---------------------------   Director (Principal Executive
  PAUL SEGALL                 Officer)


                              President and Director           February 6, 2002
---------------------------
  RONALD S. BARKIN


  /s/ Harold Waitz            Vice President and Director      February 6, 2002
---------------------------
  HAROLD WAITZ


  /s/ Hal Sternberg           Vice President and Director      February 6, 2002
---------------------------
  HAL STERNBERG


  /s/ Steven Seinberg         Chief Financial Officer          February 6, 2002
---------------------------   (Principal Financial and
  STEVEN SEINBERG             Accounting Officer)


  /s/ Judith Segall           Secretary and Director           February 6, 2002
---------------------------
  JUDITH SEGALL


  /s/ Jeffrey B. Nickel       Director                         February 6, 2002
---------------------------
  JEFFREY B. NICKEL


                              Director                         February 6, 2002
---------------------------
  MILTON H. DRESNER


                              Director                         February 6, 2002
---------------------------
 KATHERINE GORDON



                                      II-4


                                  EXHIBIT INDEX

Exhibit
Numbers                   Description
-------                   -----------

4.1              Warrant Agreement between BioTime, Inc. and Greenbelt Corp.*

4.2              Form of Warrant (included in Exhibit 4.1)*

4.3              Warrant Agreement between BioTime, Inc. and Purchasers of
                 Series 2001-A Debentures+

4.4              Form of Warrant (included in Exhibit 4.3)#

4.5              Warrant Agreement between BioTime, Inc. and Alfred D. Kingsley#

4.6              Form of Warrant (included in Exhibit 4.5)+

5.1              Opinion of Counsel**

23.1             Consent of Deloitte & Touche LLP++

*    Incorporated by reference to BioTime's Form S-3 filed August 16, 2000.
#    Incorporated  by  reference  to  BioTime's  Form  10-K for the  year  ended
     December 31, 2000.
+    Incorporated by reference to BioTime's Form 10-Q for the quarter ended June
     30, 2001.
**   Previously filed.
++   Filed herewith.