================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 24, 2006

                            SANGAMO BIOSCIENCES, INC.
               ---------------------------------------------------
               (Exact name of registrant specified in its charter)

            Delaware                    000-30171                68-0359556
 -------------------------------      -------------          ------------------
 (State or other jurisdiction of       (Commission            (I.R.S. Employer
         incorporation)                File Number)          Identification No.)

       501 Canal Blvd, Suite A100, Richmond, California             94804
       ------------------------------------------------           ----------
           (Address of principal executive offices)               (Zip Code)

           Registrant's telephone, including area code: (510) 970-6000


         --------------------------------------------------------------
         (Former name and 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On April 24, 2006, the Compensation Committee adopted a Senior Management
Bonus Plan covering the senior management of the Company, including the
Company's five executive officers: Edward O. Lanphier II, Dale G. Ando, M.D.,
David Ichakawa, Philip Gregory, D. Phil. and Greg S. Zante ("Executives"). Under
the Plan, bonuses ranging from 15% to 50% of base salary will be awarded by the
Compensation Committee to the Executives based on the Company's achievement of
corporate objectives for 2006 and the performance of each Executive. The 2006
corporate objectives include initiation of additional clinical trials, business
development goals, program prioritization, and cash management. Awards will be
based on the Compensation Committee's judgment of the degree to which the
Company achieves its 2006 corporate objectives and the contribution of each
Executive towards the Company's success.



                                   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.


                                            SANGAMO BIOSCIENCES, INC.

Date: April 27, 2006                        By:    /s/ Edward O. Lanphier II
                                                   -----------------------------
                                            Name:  Edward O. Lanphier  II
                                            Title: Chief Executive Officer