<SUBMISSION>
<ACCESSION-NUMBER>0001157523-07-005602
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20070524
<DATE-OF-FILING-DATE-CHANGE>20070524
<EFFECTIVENESS-DATE>20070524
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NeoStem, Inc.
<CIK>0000320017
<ASSIGNED-SIC>8090
<IRS-NUMBER>222343568
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8 POS
<ACT>33
<FILE-NUMBER>333-107438
<FILM-NUMBER>07876853
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>420 LEXINGTON AVENUE
<STREET2>SUITE 450
<CITY>NEW YORK
<STATE>NY
<ZIP>10170
<PHONE>212-584-4171
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>420 LEXINGTON AVENUE
<STREET2>SUITE 450
<CITY>NEW YORK
<STATE>NY
<ZIP>10170
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PHASE III MEDICAL INC/DE
<DATE-CHANGED>20030819
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CORNICHE GROUP INC /DE
<DATE-CHANGED>19951117
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FIDELITY MEDICAL INC
<DATE-CHANGED>19951025
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>a5411748.txt
<DESCRIPTION>NEOSTEM, INC. S-8 POS
<TEXT>


      As filed with the Securities and Exchange Commission on May 24, 2007

                                                     Registration No. 333-107438
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       TO

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  NEOSTEM, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                            22-2343568
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

            420 Lexington Avenue, Suite 450, New York, New York 10170
               (Address of Principal Executive Offices; Zip Code)
                            ------------------------
                  NEOSTEM, INC. 2003 EQUITY PARTICIPATION PLAN
                            (Full title of the plan)


                               Catherine M. Vaczy
                       Vice President and General Counsel
                                  NeoStem, Inc.
               420 Lexington Avenue, Suite 450, New York, NY 10170
                                 (212)-584-4814
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                              Alan Wovsaniker, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

<TABLE>
<CAPTION>
<S>     <C>          <C>           <C>                  <C>                 <C>
                                   CALCULATION OF REGISTRATION FEE
============================================================= ===============================
                                         Proposed             Proposed
Title of securities   Amount to be   maximum offering     maximum aggregate     Amount of
to be registered       Registered   price per share (2)  offering price (2)  registration fee
---------------------------------------------------------------------------------------------

Common Stock, par      25,000,000         $0.46             $11,500,000         $353.05(3)
value $.001 per share  shares (1)
============================================================= ===============================
</TABLE>
(1) Reflects a 1-for-10 reverse stock split of the common stock, par value $.001
per share (the "Common Stock") of NeoStem,  Inc. (the "Company")  which occurred
August 31, 2006, plus such additional  shares of Common Stock as may be issuable
pursuant to the anti-dilution provisions of the 2003 Equity Participation Plan.

(2)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
estimated solely for the purpose of computing the amount of the registration fee
and is based on the average of the high and low sales price of the Common  Stock
of the registrant reported on the National Association of Securities Dealers OTC
Electronic Bulletin Board on May 18, 2007.

(3) $282.44 paid herewith,  reflecting the  registration fee for the increase in
the  number  of shares  issuable  under the 2003  Equity  Participation  Plan by
20,000,000  shares,  from  5,000,000  shares to  25,000,000  shares.  Filing fee
previously paid with respect to 5,000,000 shares.

<PAGE>


                                EXPLANATORY NOTE

This Post-Effective  Amendment No. 2 to Registration Statement on Form S-8 (File
No. 333-107438), as amended on August 19, 2005, the contents of which are hereby
incorporated  by reference,  is being filed by the  registrant,  NeoStem,  Inc.,
formerly known as Phase III Medical,  Inc. (the  "Company"),  for the purpose of
increasing the number of shares of common stock to be issued under the Company's
2003 Equity Participation Plan (the "Plan") by 20,000,000 shares, from 5,000,000
shares to  25,000,000  shares,  pursuant  to General  Instruction  E on Form S-8
(Registration of Additional Securities).

The number of shares  issuable  under the Plan was reduced  from  50,000,000  to
5,000,000,  pursuant to a 1-for-10  reverse stock split of the Company's  common
stock on August  31,  2006.  The  stockholders  of the  registrant  approved  an
amendment to the Plan, for the purpose of adding an additional 20,000,000 shares
following  the reverse stock split,  at the annual  meeting of  stockholders  on
August 29, 2006.


PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission (the "SEC") are hereby incorporated by reference:

     (a)  the Company's  Annual Report on Form 10-K for the year ended  December
          31, 2006 filed with the SEC on March 29, 2007.

     (b)  the  Company's  Quarterly  Report on Form  10-QSB for the  three-month
          period ended March 31, 2007 filed with the SEC on May 10, 2007;

     (c)  the Company's  Definitive  Proxy  Statement on Schedule 14A filed with
          the SEC on April 30, 2007;

     (d)  the Company's  Current  Report on Form 8-K filed with the SEC on April
          30, 2007;

     (e)  the Company's  Current  Report on Form 8-K filed with the SEC on March
          16, 2007;

     (f)  the  Company's  Current  Report  on Form  8-K  filed  with  the SEC on
          February 28, 2007;

     (g)  the  Company's  Current  Report  on Form  8-K  filed  with  the SEC on
          February 12, 2007;

     (h)  the  Company's  Current  Report  on Form  8-K  filed  with  the SEC on
          February 1, 2007;

                                      -2-
<PAGE>


     (i)  the  Company's  Current  Report  on Form  8-K  filed  with  the SEC on
          February 12, 2007;

     (j)  the  Company's  Current  Report  on Form  8-K  filed  with  the SEC on
          February 28, 2007;

     (k)  the  description  of the Common Stock of the Company  contained in the
          Company's Form 8-A filed with the SEC on February 16, 1983.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part hereof from the date of filing of such documents.  Any statement  contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  to the  extent  that  such  statement  is  modified  or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

                                      -3-
<PAGE>


Item 8. Exhibits.

     5.1  Opinion of Lowenstein Sandler PC.

     23.1 Consent of Independent Registered Public Accounting Firm (Holtz
          Rubenstein Reminick LLP)

     23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)

     24.1 Power of Attorney (included on signature page)

Item 9. Undertakings.

     (A)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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;

     Provided, however, that Paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the  registration  statement  is on Form  S-3,  Form  S-8 or Form  F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such 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.

                                      -4-
<PAGE>

          (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.

     (B) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

     (C) 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
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  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  Securities
Act and will be governed by the final adjudication of such issue.

                                      -5-
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment No. 2 to be signed on its behalf by the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on May 24, 2007.

                                     NEOSTEM, INC.

                                     By: /s/ Robin L. Smith
                                         Robin L. Smith, Chief Executive Officer

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Robin L. Smith and Catherine M. Vaczy as his or
her  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution, for him or her and in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
amendments) to this registration  statement (or any other registration statement
for the same  offering  that is  effective  upon filing  pursuant to Rule 462(b)
under  the  Securities  Act of 1933)  and to file the  same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact and agents, or his or her substitute or substitutes, may do or
cause to be done by virtue hereof.

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated

   Signatures                          Title                       Date

/S/ ROBIN L SMITH        Chief Executive Officer and           May 24, 2007
-----------------        Chairman of the Board
Robin L. Smith

/S/ MARK WEINREB         President and Director                May 24, 2007
----------------
Mark Weinreb

/S/ LARRY A. MAY         Chief Financial Officer (Principal    May 24, 2007
----------------         Financial and Accounting Officer)
Larry A. May

/S/ RICHARD BERMAN       Director                              May 24, 2007
------------------
Richard Berman

/s/ JOSEPH D. ZUCKERMAN  Director                              May 24, 2007
-----------------------
Joseph D. Zuckerman

/S/ STEVEN S. MYERS      Director                              May 24, 2007
-------------------
Steven S. Myers

                                      -6-
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

   5.1         Opinion of Lowenstein Sandler PC

  23.1         Consent of Independent  Registered  Public Accounting Firm (Holtz
               Rubenstein Reminick LLP)

  23.2         Consent of Lowenstein Sandler PC is included in Exhibit 5.1

  24.1         Power of Attorney (included on signature page)


                                      -7-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a5411748ex51.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>


                                   Exhibit 5.1

                      [LETTERHEAD OF LOWENSTEIN SANDLER PC]

May 24, 2007


NeoStem, Inc.
420 Lexington Avenue
Suite 450
New York, NY 10170

Gentlemen:

You have  requested our opinion in  connection  with the  registration  with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Act"),  of 25,000,000  shares of Common  Stock,  par value $.001 per share
("Common Stock"), of NeoStem,  Inc. (the "Company") on Post-Effective  Amendment
No. 2 to a Registration Statement on Form S-8 (the "Post-Effective  Amendment").
The shares of Common  Stock to which the  Post-Effective  Amendment  relates are
issuable pursuant to the Company's 2003 Equity Participation Plan (the "Plan").

We have examined and relied upon originals or copies, authenticated or certified
to  our   satisfaction,   of  all  such   corporate   records  of  the  Company,
communications or certifications of public officials,  certificates of officers,
directors and  representatives  of the Company,  and such other  documents as we
have  deemed  relevant  and  necessary  as the basis of the  opinions  expressed
herein.  In making such  examination,  we have  assumed the  genuineness  of all
signatures,  the authenticity of all documents tendered to us as originals,  and
the  conformity  to  original  documents  of all  documents  submitted  to us as
certified or photostatic copies.

Based upon the  foregoing and relying upon  statements of fact  contained in the
documents  which we have  examined,  we are of the  opinion  that the  shares of
Common  Stock  offered by the  Company  pursuant  to the Plan,  when  registered
pursuant to the Act and paid for in full by the  participants in accordance with
the Plan, will be, when issued, legally issued, fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement and any amendment thereto.

Very truly yours,

/s/
LOWENSTEIN SANDLER PC
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>a5411748ex231.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>


                                  Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby  consent to the  incorporation  by  reference  in this  Post-Effective
Amendment  No. 2 to the  Registration  Statement on Form S-8 of our report dated
March 27, 2007,  relating to the consolidated  financial  statements of NeoStem,
Inc.,  formerly  known as Phase III Medical,  Inc.  appearing  in the  Company's
Annual Report on Form 10-K for the year ended December 31, 2006.



/s/ Holtz Rubenstein Reminick LLP
---------------------------------

Holtz Rubenstein Reminick LLP
Melville, New York
May 24, 2007
</TEXT>
</DOCUMENT>
</SUBMISSION>
