UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                              SANGAMO BIOSCIENCES
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                                (Name of Issuer)

                                     Common
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                         (Title of Class of Securities)

                                    80067710
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                                 (CUSIP Number)

                               December 31, 2008
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             (Date of Event Which Requires Filing of this Statement)

      Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          |X|  Rule 13d-1(b)

          |_|  Rule 13d-1(c)

          |_|  Rule 13d-1(d)

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*     The  remainder  of this cover  page  shall be filled  out for a  reporting
      person's  initial filing on this form with respect to the subject class of
      securities,  and for any subsequent amendment containing information which
      would alter the disclosures provided in a prior cover page.

      The information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



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1. NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   William Blair & Company, L.L.C.
   36-2214610
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                 (a)  |_|
                                                                 (b)  |_|
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3. SEC USE ONLY


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4. CITIZENSHIP OR PLACE OF ORGANIZATION

   222 W Adams
   Chicago, IL 60606
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  NUMBER OF    5.   SOLE VOTING POWER

   SHARES           1412787
               -----------------------------------------------------------------
BENEFICIALLY   6.   SHARED VOTING POWER

  OWNED BY          -0-
               -----------------------------------------------------------------
    EACH       7.   SOLE DISPOSITIVE POWER

  REPORTING         1412787
               -----------------------------------------------------------------
   PERSON      8.   SHARED DISPOSITIVE POWER

    WITH            -0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   1412787
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    3.45
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12. TYPE OF REPORTING PERSON*

    BD, IA
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                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



Item 1(a).  Name of Issuer:

            SANGAMO BIOSCIENCES

Item 1(b).  Address of Issuer's Principal Executive Offices:

            501 Canal Blvd Ste A100
            Richmond, CA 94804-3559

Item 2(a).  Name of Person Filing:

            William Blair & Company, L.L.C.

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            222 W Adams
            Chicago, IL 60606

Item 2(c).  Citizenship:

            U.S.A.

Item 2(d).  Title of Class of Securities:

            Common

Item 2(e).  CUSIP Number:

            80067710

Item 3.   If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
          or (c), Check Whether the Person Filing is a:

      (a) |X|  Broker or dealer registered under Section 15 of the Exchange
               Act.

      (b) |_|  Bank as defined in Section 3(a)(6) of the Exchange Act.

      (c) |_|  Insurance company as defined in Section 3(a)(19) of the
               Exchange Act.

      (d) |_|  Investment company registered under Section 8 of the
               Investment Company Act.

      (e) |X|  An investment adviser in accordance with Rule
               13d-1(b)(1)(ii)(E);

      (f) |_|  An employee benefit plan or endowment fund in accordance with
               Rule 13d-1(b)(1)(ii)(F);

      (g) |_|  A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);

      (h) |_|  A savings association as defined in Section 3(b) of the
               Federal Deposit Insurance Act;

      (i) |_|  A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act;

      (j) |_|  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



Item 4.  Ownership.

      Provide the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

      (a)   Amount beneficially owned: 1412787

      (b)   Percent of class: 3.45

      (c)   Number of shares as to which such person has:

            (i)   Sole power to vote or to direct the vote
                    1412787

            (ii)  Shared power to vote or to direct the vote
                    -0-

            (iii) Sole power to dispose or to direct the disposition of
                    1412787

            (iv)  Shared power to dispose or to direct the disposition of
                    -0-

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company or Control
         Person.

Item 8.  Identification  and  Classification  of Members of the Group.

Item 9.  Notice of Dissolution of Group.

Item 10. Certifications.


         By  signing  below I  certify  that,  to the best of my  knowledge  and
         belief, the securities  referred to above were acquired and are held in
         the ordinary  course of business and were not acquired and not held for
         the  purpose  of or with the  effect of  changing  or  influencing  the
         control of the issuer of the  securities  and were not acquired and are
         not held in  connection  with or as a  participant  in any  transaction
         having such purpose or effect.



                                    SIGNATURE

      After  reasonable  inquiry and to the best of my knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                              January 12, 2009
                                    --------------------------------------------
                                                    (Date)

                                              /s/ Michelle Seitz
                                    --------------------------------------------
                                                  (Signature)

                                    Principal & Manager of Investment Services
                                    --------------------------------------------
                                                 (Name/Title)

The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See 240.13d-7 for other parties
for whom copies are to be sent.

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001)