Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
KINGSLEY ALFRED D
 2. Issuer Name and Ticker or Trading Symbol
BIOTIME INC [BTIM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

150 E. 57TH STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/18/2009		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Shares, no par value             4,778,193 (1) (2) D  
Common Shares, no par value             2,076,698 I By Greenbelt Corp.
Common Shares, no par value             407,184 (3) (4) I By Greenway Partners, LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 2           01/21/2004 10/31/2010 Common Shares
822,632
  822,632
D
 
Warrants $ 2           12/21/2005 10/31/2010 Common Shares
1,448,057
  1,448,057
D
 
Warrants $ 2           12/21/2005 10/31/2010 Common Shares
262,028
  262,028
I
By Greenbelt Corp.
Warrants $ 2           01/21/2004 10/31/2010 Common Shares
72,604
  72,604
I
By Greenbelt Corp.
Warrants $ 2             (5) 10/31/2010 Common Shares
347,580
  347,580
I
By Greenway Partners, LP

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KINGSLEY ALFRED D
150 E. 57TH STREET
NEW YORK, NY 10022		     X    

Signatures

/s/ Alfred D. Kingsley 04/16/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Does not include shares that Mr. Kingsley may acquire through the exercise of warrants.
(2) Does not include shares that Mr. Kingsley may acquire at a price of $1.50 per share in exchange for a BioTime promissory note in the principal amount of $250,000, plus accrued interest thereon.
(3) Does not include shares that Greenway may acquire at a price of $1.50 per share in exchange for a BioTime promissory note in the principal amount of $204,154, plus accrued interest thereon.
(4) On December 31, 2008, Greenway Partners began distributing to its limited partners, on a pro rata basis, 191,163 Common Shares and 143,168 Warrants. The number of shares and warrants reported for Greenway in this amendment corrects the amounts previously reported in the Form 5 filed February 18, 2009, which inadvertently double counted the number of shares and warrants distributed to one limited partner.
(5) Exercisable on issuance.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.