FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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* Sherwin, Stephen A.	2. Issuer Name and ticker or Trading Symbol Cell Genesys, Inc. (CEGE)		6. Relationship of Reporting Person to Issuer (Check all applicable)
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~~entity (Voluntary)	4. Statement for Month/Day/Year ~~December~~February 94, ~~2002~~2003 5. If Amendment, Date of Original (Month/Day/Year)	X Director 10% Owner X Officer (give title below) Other (specify below) ~~Chairman~~Sr. ~~and~~Vice ~~Chief~~President, ~~Executive~~Manufacturing ~~Officer~~Operations 7. Individual or Joint/Group Filing (Check applicable line) X Form ~~filed~~Filed by One Reporting Person Form ~~filed~~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 Transaction Date, if any	3. Transac- tion Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr.3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported	6. Owner- ship Form: Direct	7. Nature of Indirect Beneficial
	(Month/Day/Year)	(Month/Day/Year)	Code	V	Amount	(A) or (D)	Price	Transaction(s) (Instr. 3 and 4)	(D) or In- direct (I) (Instr. 4)	Ownership (Instr. 4)
Common Stock	1202/0903/~~2002~~2003		GJ (1)	V	51,~~000~~298	DA	$8.08	~~431~~1,~~775~~298	D
Common Stock								30,000	I	by Son

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 ~~reprting~~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. Conver- sion 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 atFollowing ~~End~~Reported 0fTransactions ~~Month~~ (Instr. 4)

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

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

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy) (2)

$9.14

02/04/2003

2,038

(3)

02/04/2013

Common Stock

2,038

Non-Qualified Stock Option (right to buy) (2)

$9.14

02/04/2003

27,962

(3)

02/04/2013

Common Stock

27,962

Explanation of Responses: (1) ~~Gift~~Acquired ~~made~~under tothe ~~Yale~~Company's ~~University~~2002 ESPP plan. (2) Stock option granted pursuant to the Cell Genesys, Inc. 1998 Incentive Stock Plan which satisfies the requirements of Rule 16b-3. (3) Vesting: 1/48 per month, starting from 1st day of the year the option was granted.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff.(a) /s/ ~~Stephen~~Michael AW. ~~Sherwin~~Ramsay ~~Stephen~~Michael AW. ~~Sherwin~~Ramsay **Signature of Reporting Person ~~December~~February 94, ~~2002~~2003 Date

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