ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 30, 2006, Sangamo BioSciences, Inc. issued a press release reporting that the shares used in computing the basic and diluted net loss per common share for the third quarter ended September 30, 2006 were incorrect. As a result, the basic and diluted net loss per common share was incorrectly stated as $0.09 per share and should have been stated as $0.08 per share. 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 (d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K: Exhibit No. ----------- 99.1 Press Release Issued October 30, 2006. 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: October 31, 2006 SANGAMO BIOSCIENCES, INC. By: /s/ EDWARD O. LANPHIER II ---------------------------------- Edward O. Lanphier II President, Chief Executive Officer