Exhibit
31.2


CERTIFICATION




Pursuant
to 18 U.S.C. 1350


(Section
302 of the Sarbanes-Oxley Act of 2002)




I,
William B. Adams, Chief Financial Officer of International Stem Cell
Corporation, certify that:




1.           I
have reviewed this Annual Report on Form 10-K/A of International Stem Cell
Corporation;




2.           Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;




3.           Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;




4.           I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:




a)           Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this report is being prepared;




b)           Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principals;




c)           Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report my conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and




d)           Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.           I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
functions):




a)           All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and




b)           Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.




Date:
      June 9, 2009
            
            By: /s/ William B.
      AdamsWilliam
      B. AdamsChief
      Financial Officer