
      As filed with the Securities and Exchange Commission on July 2, 2007

                                                   Registration No. 333-________
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ================ ===================== ===================== ======================
                                                 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
------------------------- ---------------- --------------------- --------------------- ----------------------
<S>                          <C>                   <C>                  <C>                    <C>
Common Stock, par            20,000,000            $0.44                $8,400.000             $271.00
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.  Prior to the reverse  stock  split,  the  Company  previously
registered  50,000,000  shares pursuant to the 2003 Equity  Participation  Plan,
filed on Form S-8, Registration Statement No. 333-107438 with the Securities and
Exchange Commission on July 29, 2003, as amended on August 19, 2005. The Company
hereby seeks to register an additional  20,000,000  shares  pursuant to the 2003
Equity Participation Plan with the Securities and Exchange Commission.
(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 June 25, 2007.

<PAGE>

                                EXPLANATORY NOTE

This Registration  Statement on Form S-8 (File No. 333-107438) is being filed by
the registrant,  NeoStem,  Inc., formerly known as Phase III Medical,  Inc. (the
"Company"),  for the purpose of  registering  20,000,000  shares of common stock
issuable  under the  Company's  2003  Equity  Participation  Plan (the  "Plan"),
pursuant  to  General  Instruction  E on Form S-8  (Registration  of  Additional
Securities).

The Company previously registered 50,000,000 shares of its common stock pursuant
to the 2003 Equity Participation Plan, filed on Form S-8, Registration Statement
No. 333-107438, on July 29, 2003, as amended on August 19, 2005. Such previously
filed  Form S-8 is  incorporated  herein  by  reference.  The  number  of shares
issuable under the Plan was  subsequently  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.
The Company hereby seeks to register the additional  20,000,000 shares of common
stock with the Securities and Exchange Commission.


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;


                                       2
<PAGE>

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

         (i)      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 Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on June 29, 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      June 29, 2007
--------------------------     Chairman of the Board
Robin L. Smith

/S/ MARK WEINREB               President and Director           June 29, 2007
--------------------------
Mark Weinreb

/S/ LARRY A. MAY               Chief Financial Officer          June 29, 2007
--------------------------     (Principal Financial and
Larry A. May                   Accounting Officer)

/S/ RICHARD BERMAN             Director                         June 29, 2007
--------------------------
Richard Berman

/S/ JOSEPH D. ZUCKERMAN        Director                         June 29, 2007
--------------------------
Joseph D. Zuckerman

/S/ STEVEN S. MYERS            Director                         June 29, 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
