8-K

                                  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
                                                    ----------------------------
                                                    Edward O. Lanphier II
                                                    President, Chief Executive
                                                    Officer

EX-99.1

                                                                    Exhibit 99.1

    Sangamo BioSciences Announces Expansion of Research Collaboration With
                  LifeScan to Develop Treatment for Diabetes

    RICHMOND, Calif., Dec. 15 /PRNewswire-FirstCall/ -- Sangamo BioSciences,
Inc. (Nasdaq: SGMO) announced today that its research collaboration agreement
with LifeScan, Inc. has been expanded to include additional gene targets
important in diabetes.  LifeScan, a Johnson & Johnson company, is a leading
manufacturer of blood glucose meters.  The agreement provides LifeScan with
additional access to Sangamo's proprietary zinc finger DNA binding proteins
(ZFPs) for use in an ongoing program to develop therapeutic cell lines as a
potential treatment for diabetes. The financial terms of the agreement were
not disclosed.
    "We are very pleased that LifeScan have expanded this research agreement to
include further targets and applications of our ZFP gene regulation technology,"
said Edward Lanphier, Sangamo's president and chief executive officer. "Our ZFP
transcription factors can be engineered to regulate any cellular gene, mimicking
the natural process of regulation and downstream cellular responses. We are
pleased to aid in the development of this new therapeutic approach for
diabetes."
    Diabetes is a chronic disease in which the body does not make, or does not
properly regulate the hormone insulin. Insulin helps the body to store and use
the energy from sugar, starches and other foods. The result is that the body
doesn't get the energy it needs, and unmetabolized sugar (glucose), builds up in
the blood causing damage to the body and its systems. An estimated 18.2 million
Americans, or about 3 percent of the US population, have diabetes. About 13
million Americans have been diagnosed; about 5.2 million remain undiagnosed.
Annually, 1.3 million new cases of diabetes are diagnosed among people 20 years
or older in the United States.

    About Sangamo
    Sangamo BioSciences, Inc is focused on the research and development of novel
DNA-binding proteins for therapeutic gene regulation and repair. The company's
most advanced therapeutic development program, currently in a Phase I clinical
trial, involves the use of transcription factors for the treatment of peripheral
artery disease. Other therapeutic development programs are focused on diabetic
neuropathy, ischemic heart disease, congestive heart failure, cancer,
neuropathic pain, and infectious and monogenic diseases. Sangamo's core
competencies enable the engineering of a class of DNA-binding proteins known as
zinc finger DNA-binding proteins (ZFPs). By engineering ZFPs that recognize a
specific DNA sequence Sangamo has created ZFP transcription factors (ZFP TFs)
that can control gene expression and, consequently, cell function. Sangamo is
also developing sequence-specific ZFP-Nucleases (ZFNs) for therapeutic gene
modification as a treatment and possible cure for a variety of monogenic
diseases such as sickle cell anemia and for infectious diseases such as HIV. For
more information about Sangamo, visit the company's web site at www.sangamo.com
or www.expressinglife.com.

    This press release may contain forward-looking statements based on Sangamo's
current expectations. These forward-looking statements include, without
limitation, references to the research and development of novel ZFPs and
applications of Sangamo's ZFP technology platform. Actual results may differ
materially from these forward-looking statements due to a number of factors,
including technological challenges, Sangamo's ability to develop commercially
viable products and technological developments by our competitors. See the
company's SEC filings, and in particular, the risk factors described in the
company's Annual Report on Form 10-K and its most recent 10-Q. Sangamo
BioSciences, Inc. assume no obligation to update the forward-looking information
contained in this press release.

SOURCE  Sangamo Biosciences, Inc.
    -0-                             12/15/2004
    /CONTACT:  Elizabeth Wolffe, Ph.D., of Sangamo Biosciences, Inc.,
+1-510-970-6000, ext. 271, or Ewolffe@sangamo.com; or media, Kathy Nugent,
+1-212-213-0006, or investors, John Cummings, +1-415-362-6262, both of Burns
McClellan, Inc. /
    /Web site:  http://www.sangamo.com /
    (SGMO)

CO:  Sangamo Biosciences, Inc.; LifeScan, Inc.
ST:  California
IN:  HEA MTC BIO
SU:  CON