UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 15, 2004

                            SANGAMO BIOSCIENCES, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

               000-30171                                  68-0359556
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       (Commission File Number)                (IRS Employer Identification No.)

       501 Canal Blvd, Suite A100                    Richmond, California 94804
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(Address of Principal Executive Offices)                     (Zip Code)

                                 (510) 970-6000
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              (Registrant's Telephone Number, Including Area Code)

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          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other Events

      On December 15, 2004, Sangamo BioSciences Inc. issued a press release
announcing that that its existing research collaboration agreement with
LifeScan, Inc. has been expanded to include additional gene targets. The
agreement provides LifeScan, a Johnson & Johnson company (NYSE: JNJ), with
Sangamo's proprietary zinc finger DNA binding proteins (ZFPs) for use in a
program to develop therapeutic cell lines as a potential treatment for diabetes.

A copy of the press release issued by Sangamo BioSciences, Inc. relating to this
event is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following material is filed as an exhibit to this Current
Report on Form 8-K:

Exhibit No.
99.1          Press Release Issued December 15, 2004.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

DATE: December 15, 2004

                                                SANGAMO BIOSCIENCES, INC.

                                                By: /s/ EDWARD O. LANPHIER II
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                                                    Edward O. Lanphier II
                                                    President, Chief Executive 
                                                    Officer