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



                                FEBRUARY 28, 2006
                Date of Report (Date of earliest event reported)


                                GERON CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware               0-20859             75-2287752
     (State or Other Jurisdiction   (Commission         (IRS Employer
           of Incorporation)        File Number)     Identification Number)

        230 Constitution Drive                              94025
        Menlo Park, California                            (Zip Code)
    (Address of principal executive
               offices)

                                 (650) 473-7700
              (Registrant's telephone number, including area code)

                                       N/A
          (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:

   |_|     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 2.02. Results of Operations and Financial Condition

     Geron Corporation (the "Company") is furnishing this information under Item
2.02 of Form 8-K.

     The information in this Current Report, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section. The information in this Current
Report, including Exhibit 99.1, shall not be incorporated by reference into any
registration statement or other document filed pursuant to the Securities Act of
1933, as amended, or the Exchange Act.

     On February 28, 2006, Geron Corporation issued a press release announcing
its financial results for the three and twelve months ended December 31, 2005. A
copy of the press release is attached as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits

       (c)     Exhibits

               99.1    Press release dated February 28, 2006.








                                    SIGNATURE


     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.



                                         GERON CORPORATION


Date: February 28, 2006                  By:    /s/ David L. Greenwood
                                                --------------------------------
                                         Name:  David L. Greenwood
                                         Title: Executive Vice President,
                                                Chief Financial Officer






                                  EXHIBIT INDEX


     Exhibit
     -------

      99.1           Press release dated February 28, 2006