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): January 5, 2005

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

                                    Delaware
                 ----------------------------------------------
                 (State or Other Jurisdiction of 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):

     [ ]  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

Sangamo BioSciences, Inc. entered into a research collaboration with Pfizer Inc
in the field of enhanced protein production. This agreement was announced in a
press release issued by Sangamo BioSciences on January 5, 2005.

The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.

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 dated January 5, 2005.



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: January 5, 2005
                                        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 RESEARCH COLLABORATION AGREEMENT WITH PFIZER INC

    ZFP TECHNOLOGY TO BE USED TO ENHANCE PROTEIN PHARMACEUTICAL PRODUCTION

    RICHMOND, Calif., Jan. 5 /PRNewswire-FirstCall/ -- Sangamo BioSciences, Inc.
(Nasdaq: SGMO) announced today that it had entered into a research collaboration
with Pfizer Inc in the field of enhanced protein production. Under the terms of
the agreement, Pfizer will fund research at Sangamo and Sangamo will provide its
proprietary zinc finger DNA binding protein (ZFP) technology for Pfizer to
assess its feasibility for use in mammalian cell- based protein pharmaceutical
production. Sangamo will generate novel cell lines and vector systems for
enhanced protein production as well as novel technology for rapid and robust
creation of new production cell lines. The financial terms of the agreement were
not disclosed.
    "We are very pleased to be able to provide Pfizer, the world's leading
research-based pharmaceutical company, with our ZFP gene activation technology,"
said Edward Lanphier, Sangamo's president and chief executive officer. "ZFP
transcription factors are used to regulate genes expressing protein
pharmaceuticals and we can engineer zinc finger nucleases (ZFNs) to facilitate
the efficient generation of production cell lines with altered traits."
    Zinc finger DNA-binding proteins (ZFPs) are the dominant class of naturally
occurring transcription factors in organisms from yeast to humans. Transcription
factors, which are found in the nucleus of every cell, bind to DNA to regulate
gene expression. Though there are many kinds of transcription factors, only zinc
finger DNA-binding proteins are amenable to engineering and precise targeting to
a particular gene or genes of interest.

    About Sangamo
    Sangamo BioSciences, Inc. is focused on the research and development of
novel DNA-binding proteins for therapeutic gene regulation and modification. 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 ZFP TFs and
applications of Sangamo's ZFP TF 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.   assumes  no  obligation  to  update  the   forward-looking
information contained in this press release.

SOURCE  Sangamo BioSciences, Inc.
    -0-                             01/05/2005
    /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, +1-415-352-6262, both of Burns
McClellan, Inc., for Sangamo BioSciences, Inc./
    /Web site:  http://www.sangamo.com /
- -