PROSPECTUS SUPPLEMENT

4,467,863 Units Issuable Upon the Exercise of Subscription Rights

893,572 Units Issuable to Fill Excess Over-Subscriptions

5,361,435 Common Shares Issuable Upon Exercise of Warrants

Each Unit Consists of One Common Share and One Warrant

        On October 27, 2005 we distributed to our shareholders of record subscription rights entitling them to subscribe for and purchase “units” consisting of one BioTime common share and one warrant to purchase one common share each. We have now determined to amend the terms of the rights offer by reducing the subscription price and by increasing the number of units that you may purchase through the exercise of your rights. Under the amended terms of the rights offer, holders of rights will be entitled to purchase one unit for every four units owned at a subscription price of $0.40 per unit. We have also extended the expiration date of the rights offer to December 21, 2005 and we have reduced the number of units that may be sold to fill excess oversubscriptions. Before the amendment, the rights entitled you to purchase one unit for every five rights you hold and the subscription price was $0.50 per unit.

      This prospectus supplement explains the changes to the terms of the rights offer and should be read in conjunction with the prospectus dated October 27, 2005. Under the amended rights offer terms:

      The Guarantors named in the prospectus have agreed to purchase units that remain unsold at the conclusion of the rights offer. The maximum purchase obligation of the Guarantors remains $1,787,145.

      The common shares and warrants are quoted on the OTC Bulletin Board (“OTCBB”) under the symbol BTIM and BTIMW, respectively. The rights will be transferable and we expect that prices for the rights will be quoted on the OTCBB under the symbol BTIMR, if a market for the rights develops. The units themselves will not be quoted or traded. Instead, the warrants and common shares issuable upon the exercise of the rights will be immediately tradeable apart from the units.

      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 9 of the prospectus dated October 27, 2005.

      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 supplement is November      , 2005.

AMENDED TERMS OF THE OFFER

      The following summary explains the revised terms of the rights offer and amends and supersedes the information contained in our prospectus dated October 27, 2005.

REASONS FOR THE AMENDMENT OF THE RIGHTS OFFER

      We elected to change some of the terms of the rights offer because our common shares have been trading at prices substantially less than the subscription price. By reducing the subscription price, we hope to bring the subscription price closer to market prices for our common shares and warrants.

      We also elected to increase the number of units that rights holders may purchase in order to provide better value to our shareholders and to maintain the minimum total proceeds we will receive from the exercise of the rights.

LIMITED RIGHT TO REVOKE SUBSCRIPTION

      If you exercised your rights prior to the amendment of the rights offer or within four days after this prospectus supplement was first mailed to rights holders, you may confirm the exercise of your rights by executing and delivering a consent form that will be provided to you along with this prospectus supplement. A copy of the consent form is shown on Appendix A of this Prospectus Supplement. If you exercised rights before or within four days after mailing of this prospectus supplement and you fail to deliver, in a proper and timely manner, a properly executed consent form, you will be deemed to have rejected the amended terms of the rights offer and you will be deemed to have elected to revoke in full the exercise of your rights and the over-subscription privilege. If your exercise of rights is so revoked, the full amount of the subscription price you paid will be returned to you.

      By signing the consent form, you will be irrevocably agreeing to purchase at the new subscription price of $0.40 per unit, the number of units determined by dividing the dollar amount of your subscription shown on your subscription certificate by four. If you have subscribed to additional units through the over-subscription privilege, your consent will also apply to the amount of your over-subscription.

      If your executed subscription certificate is received by the subscription agent more than four days after the mailing of this prospectus supplement, you will be deemed to have accepted the amended terms of the rights offer in connection with the exercise of your rights and the over-subscription privilege.

USE OF PROCEEDS

      The net cash proceeds received by BioTime from the sale of the 4,467,863 units in the rights offer are estimated to be $1,485,145, after deducting the expenses of the offer of approximately $302,000, without taking into account any common shares that may be sold through the exercise of warrants. An additional $357,429 of cash proceeds may be received through the sale of up 893,573 units to fill excess over-subscriptions. We intend to use the net proceeds of the rights offer as shown in the following table. The minimum amount of proceeds reflects the proceeds from the sale of 4,467,863 units in the rights offer only, and the maximum amount also includes proceeds from the sale of 893,573 units to fill excess over-subscriptions

      The foregoing represents only an estimate of the allocation of the net proceeds of the rights offer based upon the current state of our product development program. The development of new medical products and technologies often involves complications, delays and costs that cannot be predicted, and may cause us to make a reallocation of proceeds among the categories shown above or to other uses. We may need to raise additional capital after the rights offer to pay operating expenses until such time as we are able to generate sufficient revenues from product sales, royalties, and license fees.

      Until used, the net proceeds of the rights offer will be invested in certificates of deposit, United States government securities or other high quality, short-term interest-bearing investments.

ADDITIONAL INFORMATION ABOUT BIOTIME

      This prospectus supplement should be read in conjunction with our prospectus dated October 27, 2005, our Annual Report on Form 10-K for the year ended December 31, 2004, our Quarterly Report on Form 10-Q for the three months ended June 30, 2005, and our Quarterly Report on Form 10-Q for the three months ended September 30, 2005 which contain important information about us.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      BioTime’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Quarterly Reports on Form 10-Q for the three months ended March 31, 2005, for the three months ended June 30, 2005, and for the three months ended September 30, 2005, Current Reports on From 8-K filed with the Securities and Exchange Commission on April 1, 2005, April 27, 2005, June 17, 2005, and July 6, 2005, 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 are hereby incorporated into this prospectus by reference. Descriptions of the common shares and warrants contained in Registration Statements on Form 8-A filed under the Securities Exchange Act of 1934, as amended, are 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 6211 Hollis Street, Emeryville, California 94608; Telephone: (510) 350-2940.

      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.

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-2 under the Securities Act of 1933, as amended, for the registration of the securities offered hereby. This prospectus supplement, 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.

APPENDIX A

CONSENT TO AMENDMENT AND CONFIRMATION OF SUBSCRIPTION

PLEASE COMPLETE ALL APPLICABLE INFORMATION

      I have previously subscribed for the dollar amount of Units indicated on my subscription certificate upon the terms and conditions specified in BioTime’s Prospectus dated October 27, 2005 at the original subscription price of $0.50 per Unit and at the ratio of one Unit for every five Rights owned. I acknowledge receipt of BioTime’s Prospectus Supplement dated November      , 2005. By signing this form, I am consenting to the amended terms of the Rights offer as described in the Prospectus Supplement, which reduced the subscription price to $0.40 per Unit and entitles me to subscribe to one Unit for every four Rights owned, and I am confirming my subscription, including any amount pertaining to the over-subscription privilege, for the dollar amount indicated on my subscription certificate. By confirming my subscription I am irrevocably agreeing to purchase, at the new subscription price of $0.40 per Unit, the number of Units determined by dividing the dollar amount of my subscription by four.

Signature of Subscriber(s)

          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 circum-stances, 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

BIOTIME, INC.

4,467,863 Units Issuable Upon the

Exercise of Subscription Rights

893,572 Units Issuable to Fill

Excess Over-Subscriptions

5,361,435 Common Shares Issuable

Upon Exercise of Warrants

Each Unit Consists of One

Common Share and One Warrant

PROSPECTUS

November      , 2005

TABLE OF CONTENTS

AMENDED TERMS OF THE OFFER
REASONS FOR THE AMENDMENT OF THE RIGHTS OFFER
LIMITED RIGHT TO REVOKE SUBSCRIPTION
USE OF PROCEEDS
ADDITIONAL INFORMATION ABOUT BIOTIME
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
ADDITIONAL INFORMATION
PART II
Item 16.Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT 1.2
EXHIBIT 4.4
EXHIBIT 23.1

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Table of Contents

+		Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange 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.
*		Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-2, File Number 333-109442 filed with the Securities and Exchange Commission on November 13, 2003.
++		Previously filed
**		Filed herewith.

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	BIOTIME, INC.
	By:	Judith Segall
		Vice President - Operations
		Member, Office of the President*

*		The Office of the President is composed of three executive officers of the registrant who collectively exercise the powers of the Chief Executive Officer.

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