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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       SECURITIES AND EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 14, 2003


                                GERON CORPORATION


             (Exact name of registrant as specified in its charter)

         Delaware                     0-20859                  75-2287752
(State or Other Jurisdiction  (Commission File Number)       (IRS Employer
      of Incorporation)                                  Identification Number)

          230 Constitution Drive                           94025
          Menlo Park, California                         (Zip Code)
(Address of principal executive offices)



                                 (650) 473-7700
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)







Item 5.  Other Events.

     On  October  14,  2003,  Geron  Corporation,  a Delaware  corporation  (the
"Company"),  entered into  agreements with Mainfield  Enterprises,  Inc. and The
Riverview Group,  LLC. Each agreement  provided for the Company's  issuance of a
warrant to purchase  an  aggregate  of 300,000  shares of the  Company's  common
stock, par value $0.001. Each warrant is exercisable,  either in its entirety or
partially from time to time, at a price of $16.15 per share of common stock, for
a period  beginning  90 days from the date of  issuance  and ending  three years
thereafter.


     The  two  agreements,  including  the  form  of  warrant  attached  to each
agreement, are filed as exhibits to this Current Report on Form 8-K. The summary
description  of the  transaction  is qualified in their entirety by reference to
the documents filed as exhibits hereto.

Item 7.  Exhibits.

Exhibits
--------

4.1         Agreement dated October 14, 2003 by and between Registrant and
             Mainfield Enterprises, Inc.
4.2         Agreement dated October 14, 2003 by and between Registrant and The
             Riverview Group, LLC



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                                   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.


                                     GERON CORPORATION



Date:    October 15, 2003            By:  /s/ WILLIAM D. STEMPEL
                                        ----------------------------------------
                                     Name:    William D. Stempel
                                     Title:   Vice President and General Counsel


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                                  EXHIBIT INDEX

Exhibits
--------

4.1         Agreement dated October 14, 2003 by and between Registrant and
             Mainfield Enterprises, Inc.
4.2         Agreement dated October 14, 2003 by and between Registrant and The
             Riverview Group, LLC



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