FORM 5

[    ]    Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[    ]    Form 3 Holdings Reported
[    ]    Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and address of Reporting Person* Ramsay, Michael W.	2. Issuer Name and Ticker or Trading Symbol Cell Genesys, Inc. (CEGE)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(Last) (First) (Middle) c/o: Cell Genesys, Inc. 342 Lakeside Drive (Street) Foster City, California 94404 (City) (State) (Zip)	3. IRS Identification Number of Reporting Person, if an entity (Voluntary)	4. Statement for Month/Year December 2002 5. If Amendment, Date of Original (Month/Year)	Director 10% Owner X Officer (give title below) Other (specify below) Sr. Vice President, Manufacturing Operations 7. Individual or Joint/Group Filing (Check applicable line) X Form Filed by One Reporting Person Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date	2A. Deemed Execution Date, if any	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at End	6. Ownership Form: Direct (D) or	7. Nature of Indirect Beneficial
	(Month/Day/Year)	(Month/Day/Year)		Amount	(A) or (D)	Price	of Issuer's Fiscal Year (Instr. 3 and 4)	Indirect (I) (Instr. 4)	Ownership (Instr. 4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction
Date
(Month/Day/Year)

3A. Deemed Execution
Date, if any
(Month/Day/Year)

4. Transaction
Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4)

10. Ownership of Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)(1)

$11.95

07/24/2002

7,292

(2)

07/24/2012

Common Stock

7,292

Non-Qualified Stock Option (right to buy)(1)

$11.95

07/24/2002

42,708

(2)

07/24/2012

Common Stock

42,708

Explanation of Responses:
(1) Stock option granted pursuant to the Cell Genesys, Inc. 1998 Incentive Stock
Plan which satisfies the requirements of Rule 16b-3. (2) Vesting: 1/48 per month, starting from grant date.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff.(a)

/s/ Michael W. Ramsay
Michael W. Ramsay
**Signature of Reporting Person

January 31, 2003
Date

CELL GENESYS INC 5