Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gregory Philip D
 2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2005		 3. Issuer Name and Ticker or Trading Symbol
SANGAMO BIOSCIENCES INC [SGMO]
(Last)
(First)
(Middle)
C/O SANGAMO BIOSCIENCES INC, STE A-100, POINT RICHMOND TECH CNTR, 501 CANAL BL.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Research
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RICHMOND, CA 94804		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 12/14/2010 Common Stock 15,000 $ 15.375 D  
Employee Stock Option (Right to Buy)   (2) 01/02/2012 Common Stock 10,000 $ 8.89 D  
Employee Stock Option (Right to Buy)   (3) 06/13/2012 Common Stock 5,000 $ 3.99 D  
Employee Stock Option (Right to Buy)   (4) 01/27/2013 Common Stock 6,000 $ 3.2 D  
Employee Stock Option (Right to Buy)   (5) 12/02/2013 Common Stock 39,680 $ 4.92 D  
Employee Stock Option (Right to Buy)   (5) 12/02/2013 Common Stock 10,320 $ 4.92 D  
Employee Stock Option (Right to Buy)   (6) 08/09/2014 Common Stock 18,829 $ 3 D  
Employee Stock Option (Right to Buy)   (6) 08/09/2014 Common Stock 6,171 $ 3 D  
Employee Stock Option (Right to Buy)   (7) 12/20/2014 Common Stock 25,000 $ 5.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gregory Philip D
C/O SANGAMO BIOSCIENCES INC, STE A-100
POINT RICHMOND TECH CNTR, 501 CANAL BL.
RICHMOND, CA 94804		       Vice President, Research  

Signatures

/s/ Philip D Gregory 11/07/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options are fully vested and immediately exercisable.
(2) Options vest as follows:(i) 25% of the option shares upon completion of one year of service commencing on January 2, 2002, and (ii) the remaining shares vest in equal monthly installments over 36 months thereafter.
(3) Options vest as follows:(i) 25% of the option shares upon completion of one year of service commencing on June 13, 2002, and (ii) the remaining shares vest in equal monthly installments over 36 months thereafter.
(4) Options vest as follows:(i) 25% of the option shares upon completion of one year of service commencing on January 27, 2003, and (ii) the remaining shares vest in equal monthly installments over 36 months thereafter.
(5) Options vest as follows:(i) 25% of the option shares upon completion of one year of service commencing on December 2, 2003, and (ii) the remaining shares vest in equal monthly installments over 36 months thereafter.
(6) Options vest as follows:(i) 25% of the option shares upon completion of one year of service commencing on August 9, 2004, and (ii) the remaining shares vest in equal monthly installments over 36 months thereafter.
(7) Options vest as follows:(i) 25% of the option shares upon completion of one year of service commencing on December 20, 2004, and (ii) the remaining shares vest in equal monthly installments over 36 months thereafter.

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