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): April 30, 2008

SANGAMO BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdictionof Incorporation)

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

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

(510) 970-6000

(Registrant’s Telephone Number, Including Area Code)

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On April 30, 2008, Sangamo BioSciences, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2008. A copy of the press release is attached as Exhibit 99.1 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 April 30, 2008.

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: April 30, 2008
		SANGAMO BIOSCIENCES, INC.
	By:	/s/ EDWARD O. LANPHIER II
		Edward O. Lanphier II
		President, Chief Executive Officer

EX-99.1

        Sangamo BioSciences Reports First Quarter 2008 Financial Results

      RICHMOND, Calif., April 30 /PRNewswire-FirstCall/ -- Sangamo BioSciences,
Inc. (Nasdaq: SGMO) today reported first quarter 2008 financial results and
accomplishments.

      For the first quarter ended March 31, 2008, Sangamo reported a
consolidated net loss of $8.0 million, or $0.20 per share, compared to a net
loss of $5.4 million, or $0.15 per share, for the same period in 2007. As of
March 31, 2008, the company had cash, cash equivalents and short-term
investments of $73.6 million.

      Revenues for the first quarter of 2008 were $2.8 million, compared to $1.4
million for the same period in 2007. First quarter 2008 revenues were primarily
from Sangamo's agreements with Dow AgroSciences and Sigma-Aldrich Corporation,
research grants and enabling technology agreements in protein production.

      Research and development expenses were $8.6 million for the first quarter
of 2008, compared to $5.4 million for the same period in 2007. The increase in
R&D expenses is primarily related to advancing Sangamo's ZFP Therapeutic(TM)
clinical program in diabetic neuropathy and costs related to pre-IND programs in
HIV/AIDS and glioblastoma, as well as increased personnel and laboratory supply
expenses. Non-cash employee stock-based compensation included in research and
development expenses totaled $0.9 million and $0.3 million in the 2008 and 2007
periods, respectively.

      General and administrative expenses were $2.9 million for the first
quarter of 2008, compared to $2.0 million for the corresponding 2007 period. The
increase in general and administrative expenses was primarily due to increased
personnel costs. Non-cash employee stock-based compensation included in general
and administrative expenses totaled $0.9 million and $0.2 million in the 2008
and 2007 periods, respectively.

      Total operating expenses for the first quarter of 2008 were $11.6 million,
compared to $7.4 million for the same period in 2007.

      Net interest and other income was $0.8 million for the first quarter of
2008, compared to $0.6 million for the same period in 2007, primarily due to
higher average cash and investment balances.

      First Quarter 2008 Highlights

      --    Initiation of a Phase 2 stem cell mobilization clinical trial. The
            study is a randomized, single-blind, placebo-controlled,
            multi-center Phase 2 clinical trial of SB-509 (SB-509-703) in
            subjects with mild to moderate diabetic neuropathy (DN) and is
            designed to evaluate the pharmacokinetics of stem cell mobilization
            into the bloodstream after treatment. Circulating stem cells
            observed post treatment with SB-509 are highly enriched in cell
            types that mediate tissue repair. In addition, early data suggests
            that SB-509 treatment may mobilize between 100 to 1000-fold more
            cells than are typically being introduced into subjects in many of
            the ex vivo stem cell therapeutic approaches that are currently
            being tested. Ultimately, this phenomenon may also serve as a
            pharmacodynamic surrogate biomarker enabling a physician to easily
            monitor progress of this therapy for DN after SB-509 administration.

      --    Entry into a second Research and License Agreement with Genentech,
            Inc. and a new License Agreement with Open Monoclonal Technologies
            (OMT). Sangamo's second agreement with Genentech is an expansion of
            an earlier agreement and includes modification of additional targets
            for potential improvement of production cell lines using our
            proprietary zinc finger DNA-binding protein nuclease (ZFN)
            technology. Sangamo also agreed to provide a non-exclusive,
            worldwide license to OMT for the commercial use of transgenic
            animals generated using our proprietary ZFN technology. OMT is
            paying Sangamo an upfront license fee, payments upon the achievement
            of certain clinical development and commercial milestones, a share
            of payments received by OMT from sublicensees, and royalties on
            sales of any products developed using Sangamo's ZFP technology.



      --    Successful completion of a key research milestone as part of the
            joint Research and Commercial License Agreement between Dow
            AgroSciences LLC and Sangamo This milestone represents the
            successful application of Sangamo's ZFN technology in precision
            genome editing of a native plant gene with the aim of improving a
            valuable trait in canola, a crop central to Dow AgroSciences'
            business.

      --    Presentation of positive preclinical animal data from Sangamo's ZFP
            Therapeutic program for the treatment of glioblastoma multiforme
            (GBM). Data were presented in the New Approaches to Biological
            Therapy Session at the 2008 Annual Meeting of the American
            Association for Cancer Research (AACR) by Sangamo's collaborator
            Michael C.V. Jensen, M.D., Associate Chair, Division of Cancer
            Immunotherapeutics & Tumor Immunology, City of Hope. The data
            demonstrated that treatment of T-cells, engineered to kill
            glioblastoma cells, with ZFNs specifically targeted to the
            glucocorticoid receptor (GR) gene results in the knockout of the GR
            gene creating glucocorticoid-resistant T-cells. These
            zetakine-positive, GR-negative T-cells kill glioblastoma cells in
            vitro. In addition, data were presented from a mouse model of GBM
            demonstrating that these T-cells were capable of killing tumor cells
            in the animal in the presence of the glucocorticoid dexamethasone.

      --    Publication of data demonstrating the use of Sangamo's ZFN
            technology in a new approach for rapid generation of "knock-out"
            cell lines. Sigma-Aldrich Corporation and Sangamo announced the
            publication of work which was carried out in collaboration with
            scientists from Pfizer Inc and represents a significant advance in
            the specificity and efficiency of the production of "knock-out" cell
            lines. Such cell lines are powerful tools that are widely used in
            research to identify a gene's function, in drug development to
            screen potential drug candidates and for production of recombinant
            proteins. The data were published in the Proceedings of the National
            Academy of Sciences Early Edition online on March 21, 2008,
            http://www.pnas.org/cgi/content/abstract/0800940105v1 ("Targeted
            Gene Knockout in Mammalian Cells Using Engineered Zinc Finger
            Nucleases") and in the print edition of the journal. Sigma-Aldrich
            is Sangamo's exclusive licensee for this technology in the
            laboratory research reagent field.

      --    Nomination of Thomas G. Wiggans for election to Sangamo's Board of
            Directors. Mr. Wiggans was most recently the Chief Executive Officer
            of Connetics Corporation from 1994, and Chairman of the Board from
            January 2006, until December 2006 when Connetics Corporation was
            acquired by Stiefel Laboratories, Inc. He has extensive senior
            management experience in the biotechnology industry in executive and
            board positions with a number of life sciences companies. He will
            stand for election by shareholders, along with other board members
            standing for re-election, at Sangamo's Annual Meeting which will be
            held at 9:00 a.m. (PT) on Wednesday, June 4, 2008 at Sangamo's
            headquarters in Richmond, California.

      Conference Call

      Sangamo will host a conference call today at 5:00 p.m. ET, which will be
open to the public. The call will also be webcast live and can be accessed via a
link on the Sangamo BioSciences website in the Investor Relations section under
"Events and Presentations" http://investor.sangamo.com/events.cfm. The webcast
replay will also be available for two weeks after the call. During the
conference call, the company will review these results, discuss other business
matters, and provide forward-looking guidance.



      The conference call dial-in numbers are 877-675-4749 for domestic callers
and 719-325-4940 for international callers. The passcode for the call is
6274211. For those unable to listen in at the designated time, a conference call
replay will be available for one week following the conference call, from
approximately 8:00 p.m. ET on April 30, 2008 to 11:59 p.m. ET on May 7, 2008.
The conference call replay numbers for domestic and international callers are
888-203-1112 and 719-457-0820 respectively. The conference ID number for the
replay is 6274211.

      About Sangamo

      Sangamo BioSciences, Inc. is focused on the research and development of
novel DNA-binding proteins for therapeutic gene regulation and modification. The
most advanced ZFP Therapeutic(TM) development program is currently in Phase 2
clinical trials for evaluation of safety and clinical effect in patients with
diabetic neuropathy. Phase 1 clinical trials are ongoing to evaluate a ZFP
Therapeutic for peripheral artery disease. Other therapeutic development
programs are focused on stem cell mobilization, ALS, cancer, HIV/AIDS,
neuropathic pain, nerve regeneration, Parkinson's disease 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 TF(TM)) that can control gene expression and,
consequently, cell function. Sangamo is also developing sequence-specific ZFP
Nucleases (ZFN(TM)) for gene modification. Sangamo has established strategic
partnerships with companies outside of the human therapeutic space including Dow
AgroSciences, Sigma-Aldrich Corporation and several companies applying its ZFP
Technology to enhance the production of protein pharmaceuticals. For more
information about Sangamo, visit the company's web site at
http://www.sangamo.com.

      This press release contains forward-looking statements regarding Sangamo's
current expectations. These forward looking statements include, without
limitation, references to the research and development of ZFP TFs and ZFNs,
clinical trials and therapeutic applications of Sangamo's ZFP technology
platform, achievement of research milestones and objectives, strategic
partnership with collaborators and anticipated amount of cash and cash
equivalents. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Factors that could cause actual results to differ include, but are not
limited to, the early stage of ZFP Therapeutic development, uncertainties
related to the timing of initiation and completion of clinical trials, whether
clinical trial results will validate and support the safety and efficacy of ZFP
Therapeutics, and the ability to establish strategic partnerships. Further,
there can be no assurance that the necessary regulatory approvals will be
obtained or that Sangamo will be able to develop commercially viable gene based
therapeutics. Actual results may differ from those projected in forward-looking
statements due to risks and uncertainties that exist in the company's operations
and business environments. These risks and uncertainties are described more
fully in the company's' Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q as filed with the Securities and Exchange Commission. Forward-looking
statements contained in this announcement are made as of this date and will not
be updated.



SELECTED FINANCIAL DATA
(in thousands, except per share data)
(unaudited)

                                                      Quarter Ended March 31,
                                                        2008           2007

Consolidated Statement of Operations Data:
Total revenues                                      $    2,765     $    1,422
Operating expenses:
  Research and development                               8,646          5,430
  General and administrative                             2,927          1,999
    Total operating expenses                            11,573          7,429
Loss from operations                                    (8,808)        (6,007)
Interest and other income, net                             836            648
Net loss                                            $   (7,972)    $   (5,359)
Basic and diluted net loss per common share         $    (0.20)    $    (0.15)
Shares used in computing basic and diluted net
 loss per common share                                  40,489         35,057

                                                     March 31,    December 31,
                                                       2008           2007
                                                   (Unaudited)
    CONSOLIDATED CONDENSED BALANCE SHEET DATA

Cash, cash equivalents and short-term
 investments                                        $   73,579     $   81,412
Total assets                                            76,742         83,900
Total stockholders' equity                              66,457         72,122

SOURCE Sangamo BioSciences, Inc.