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): August 5, 2009

CELL GENESYS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-19986

94-3061375

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

400 Oyster Point Boulevard, Suite 525,

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3000

Not Applicable

(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.

On August 5, 2009, Cell Genesys, Inc. issued a press release announcing the financial results for the second quarter ended June 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

In accordance with General Instruction B.2 of Form 8-K, the information provided in this Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated in those filings.

The press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of Cell Genesys, Inc. dated August 5, 2009.

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.


CELL GENESYS, INC.

By:		/s/ Sharon E. Tetlow
Name:		Sharon E. Tetlow
Title:		Senior Vice President and Chief Financial Officer

August 5, 2009

Exhibit Index


Exhibit No.		Description
99.1		Press release of Cell Genesys, Inc. dated August 5, 2009.

CELL GENESYS INC 8-K