As filed with the Securities and Exchange Commission on January 30, 2004

                                                      Registration No. _________
                             Washington, D.C. 20549
                                    FORM S-3
                             REGISTRATION STATEMENT
                           THE SECURITIES ACT OF 1933
                                GERON CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
           Delaware                                               75-2287752
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)
                             230 Constitution Drive
                          Menlo Park, California 94025
                                 (650) 473-7700

               (Address, Including Zip Code and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)
                                Thomas B. Okarma
                      President and Chief Executive Officer
                                Geron Corporation
                             230 Constitution Drive
                          Menlo Park, California 94025
                                 (650) 473-7700
            (Name, Address, Including Zip Code and Telephone Number,
                   Including Area Code, of Agent for Service)
                                   Copies to:
                             Alan C. Mendelson, Esq.
                              Latham & Watkins LLP
                             135 Commonwealth Drive
                          Menlo Park, California 94025
                                 (650) 328-4600
         Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
         If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.  X
         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box
                         CALCULATION OF REGISTRATION FEE

====================================== ===================== ========================= ======================== ===================
                                                               Proposed Maximum           Proposed Maximum         Amount of
    Title of Securities to be            Amount to be         Offering Price per         Aggregate Offering      Registration
            Registered                   Registered(1)               share                     Price                  Fee
-------------------------------------- --------------------- ------------------------- ------------------------ -------------------
Common Stock, par value $.001 per
  share                                      85,885 shares           $11.55 (2)                 $991,972             $125.68 (3)
-------------------------------------- --------------------- ------------------------- ------------------------ -------------------

(1)  In the event of a stock split, stock dividend, or similar transaction
     involving Geron's common stock, in order to prevent dilution, the number of
     shares registered shall automatically be increased to cover the additional
     shares in accordance with Rule 416(a) under the Securities Act.
(2)  The offering price is estimated solely for the purpose of calculating the
     registration fee in accordance with Rule 457(c) and based upon the average
     of the high and low prices reported by Nasdaq National Market on January
     28, 2004.
(3)  Calculated in accordance with Rule 457(o) under the Securities Act of 1933.

         The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall hereafter become effective in accordance with Section 8(A) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(A), may determine.


         The selling stockholder may not sell these securities until the
  registration statement filed with the Securities and Exchange Commission is
 effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
                             sale is not permitted.

                  SUBJECT TO COMPLETION, DATED JANUAY 30, 2004

                             UP TO 85,885 SHARES OF

                                GERON CORPORATION

                                  COMMON STOCK

         Our common stock is traded on the Nasdaq National Market under the
symbol "GERN." On January 28, 2004, the closing price of our common stock was

         This prospectus relates to the sale of up to 85,885 shares of our
common stock by Transgenomic, Inc. We will not receive any of the proceeds from
the sale of these shares covered by this prospectus.

         Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 4.


         Neither the Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of the prospectus. Any representation to
the contrary is a criminal offense.


                The date of this prospectus is January 30, 2004.

                                TABLE OF CONTENTS

ABOUT GERON.......................................................................................................4
RISK FACTORS......................................................................................................4
FORWARD-LOOKING STATEMENTS.......................................................................................17
USE OF PROCEEDS..................................................................................................17
DESCRIPTION OF OUR COMMON STOCK..................................................................................17
SELLING STOCKHOLDER..............................................................................................17
PLAN OF DISTRIBUTION.............................................................................................19
LEGAL MATTERS....................................................................................................20
WHERE YOU CAN FIND MORE INFORMATION..............................................................................20
DOCUMENTS WE HAVE INCORPORATED BY REFERENCE......................................................................20

                                   ABOUT GERON

     We are a biopharmaceutical company focused on developing and
commercializing therapeutic and diagnostic products for cancer based on our
telomerase technology, and cell-based therapeutics using our human embryonic
stem cell technology.

     We were incorporated in 1990 under the laws of Delaware. Our principal
executive offices are located at 230 Constitution Drive, Menlo Park, California
94025 and our telephone number is (650) 473-7700.

                                  RISK FACTORS

     Our business is subject to various risks, including those described below.
You should carefully consider the following risks, together with all of the
other information included in this registration statement and the documents
incorporated by reference before investing in our common stock. Any of these
risks could materially adversely affect our business, operating results and
financial condition.

Our business is at an early stage of development.

     Our business is at an early stage of development, in that we do not yet
have product candidates in late-stage clinical trials or on the market. Only one
of our product candidates, a telomerase therapeutic cancer vaccine, is in
clinical trials. This product is being studied in a Phase I/II clinical trial
being conducted by an academic institution. Our lead anti-cancer compounds,
GRN163 and GRN163L, are in preclinical testing. Our ability to develop product
candidates that progress to and through clinical trials is subject to our
ability to, among other things:

     o    have success with our research and development efforts;

     o    select therapeutic compounds for development;

     o    obtain the required regulatory approvals; and

     o    manufacture and market resulting products.

     Potential lead drug compounds or product candidates identified through our
research programs will require significant preclinical and clinical testing
prior to regulatory approval in the United States and other countries. Our
product candidates and compounds we have identified may prove to have
undesirable and unintended side effects or other characteristics adversely
affecting their safety, efficacy or cost-effectiveness that could prevent or
limit their commercial use. In addition, our cancer vaccine and telomerase
inhibitor product candidates may not prove to be more effective for treating
cancer than current therapies. Accordingly, we may have to delay or abandon
efforts to research, develop or obtain regulatory approval to market our product
candidates. In addition, we will need to determine whether any of our potential
products can be manufactured in commercial quantities at an acceptable cost. Our
research and development efforts may not result in a product that can be
approved by regulators or marketed successfully. Because of the significant
scientific, regulatory and commercial milestones that must be reached for any of
our development programs to be successful, any program may be abandoned, even
after we have expended significant resources on the program, such as our
investment in telomerase technology, which could cause a sharp drop in our stock

     The science and technology of telomere biology and telomerase, human
embryonic stem cells, and nuclear transfer are relatively new. There is no
precedent for the successful commercialization of product candidates based on
our technologies. These development programs are therefore particularly risky.

We have a history of losses and anticipate future losses, and continued losses
could impair our ability to sustain operations.

     We have incurred operating losses every year since our operations began in
1990. As of September 30, 2003, our accumulated net loss was approximately
$248.1 million. Losses have resulted principally from costs incurred in
connection with our research and development activities and from general and
administrative costs associated with


our operations. We expect to incur additional operating losses and, as our
development efforts and clinical testing activities continue, our operating
losses may increase in size. Substantially all of our revenues to date have been
research support payments under collaboration agreements. We may be unsuccessful
in entering into any new corporate collaboration that results in revenues. We do
not expect that the revenues generated from these arrangements will be
sufficient alone to continue or expand our research or development activities
and otherwise sustain our operations.

     We are unable to estimate at this time whether we will receive any revenue
from the sale of diagnostic product candidates and telomerase-immortalized cell
lines, and do not currently expect to receive significant revenues from the sale
of these product candidates, if developed. Our ability to continue or expand our
research activities and otherwise sustain our operations is dependent on our
ability, alone or with others, to, among other things, manufacture and market
therapeutic products.

     We also expect to experience negative cash flow for the foreseeable future
as we fund our operating losses and capital expenditures. This will result in
decreases in our working capital, total assets and stockholders' equity, which
may not be offset by future financings. We will need to generate significant
revenues to achieve profitability. We may not be able to generate these
revenues, and we may never achieve profitability. Our failure to achieve
profitability could negatively impact the market price of our common stock. Even
if we do become profitable, we cannot assure you that we would be able to
sustain or increase profitability on a quarterly or annual basis.

We will need additional capital to conduct our operations and develop our
products, and our ability to obtain the necessary funding is uncertain.

     We will require substantial capital resources in order to conduct our
operations and develop our candidates, and we cannot assure you that our
existing capital resources, interest income and equipment financing arrangements
will be sufficient to fund our current and planned operations. The timing and
degree of any future capital requirements will depend on many factors,

     o    the accuracy of the assumptions underlying our estimates for our
          capital needs in 2004 and beyond;

     o    scientific progress in our research and development programs;

     o    the magnitude and scope of our research and development programs;

     o    our ability to establish, enforce and maintain strategic arrangements
          for research, development, clinical testing, manufacturing and

     o    our progress with preclinical development and clinical trials;

     o    the time and costs involved in obtaining regulatory approvals;

     o    the costs involved in preparing, filing, prosecuting, maintaining,
          defending and enforcing patent claims; and

     o    the number and type of product candidates that we pursue.

     We do not have any committed sources of capital. Additional financing
through strategic collaborations, public or private equity financings, capital
lease transactions or other financing sources may not be available on acceptable
terms, or at all. Additional equity financings could result in significant
dilution to stockholders. Further, in the event that additional funds are
obtained through arrangements with collaborative partners, these arrangements
may require us to relinquish rights to some of our technologies, product
candidates or products that we would otherwise seek to develop and commercialize
ourselves. If sufficient capital is not available, we may be required to delay,
reduce the scope of or eliminate one or more of our programs, any of which could
have a material adverse effect on our business.


Some of our competitors may develop technologies that are superior to or more
cost-effective than ours, which may impact the commercial viability of our
technologies and which may significantly damage our ability to sustain

     The pharmaceutical and biotechnology industries are intensely competitive.
Other pharmaceutical and biotechnology companies and research organizations
currently engage in or have in the past engaged in efforts related to the
biological mechanisms that are the focus of our programs in oncology and human
embryonic stem cell therapies, including the study of telomeres, telomerase,
human embryonic stem cells, and nuclear transfer. In addition, other products
and therapies that could compete directly with the product candidates that we
are seeking to develop and market currently exist or are being developed by
pharmaceutical and biopharmaceutical companies and by academic and other
research organizations.

     Many companies are also developing alternative therapies to treat cancer
and, in this regard, are competitors of ours. According to published reports as
of July 2003, there were approximately 100 approved anti-cancer products on the
market in the United States, and several hundred in clinical development. Many
of the pharmaceutical companies developing and marketing these competing
products (including AstraZeneca PLC, Bristol-Myers Squibb Company and Novartis
AG, among others) have significantly greater financial resources and expertise
than we do in:

     o    research and development;

     o    manufacturing;

     o    preclinical and clinical testing;

     o    obtaining regulatory approvals; and

     o    marketing.

     Smaller companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and established
companies. Academic institutions, government agencies and other public and
private research organizations may also conduct research, seek patent protection
and establish collaborative arrangements for research, clinical development and
marketing of products similar to ours. These companies and institutions compete
with us in recruiting and retaining qualified scientific and management
personnel as well as in acquiring technologies complementary to our programs.

     In addition to the above factors, we expect to face competition in the
following areas:

     o    product efficacy and safety;

     o    the timing and scope of regulatory consents;

     o    availability of resources;

     o    reimbursement coverage;

     o    price; and

     o    patent position, including potentially dominant patent positions of

     As a result of the foregoing, our competitors may develop more effective or
more affordable products, or achieve earlier patent protection or product
commercialization than we do. Most significantly, competitive products may
render any product candidates that we develop obsolete.


Restrictions on the use of human embryonic stem cells, and the ethical, legal
and social implications of that research, could prevent us from developing or
gaining acceptance for commercially viable products in these areas.

     Some of our most important programs involve the use of stem cells that are
derived from human embryos. The use of human embryonic stem cells gives rise to
ethical, legal and social issues regarding the appropriate use of these cells.
In the event that our research related to human embryonic stem cells becomes the
subject of adverse commentary or publicity, the market price for our common
stock could be significantly harmed.

     Some political and religious groups have voiced opposition to our
technology and practices. We use stem cells derived from human embryos that have
been created for in vitro fertilization procedures but are no longer desired or
suitable for that use and are donated with appropriate informed consent for
research use. Many research institutions, including some of our scientific
collaborators, have adopted policies regarding the ethical use of human
embryonic tissue. These policies may have the effect of limiting the scope of
research conducted using human embryonic stem cells, thereby impairing our
ability to conduct research in this field.

     In addition, the United States government and its agencies have until
recently refused to fund research which involves the use of human embryonic
tissue. President Bush announced on August 9, 2001 that he would permit federal
funding of research on human embryonic stem cells using the limited number of
embryonic stem cell lines that had already been created, but relatively few
federal grants have been made so far. The President's Council on Bioethics will
monitor stem cell research, and the guidelines and regulations it recommends may
include restrictions on the scope of research using human embryonic or fetal
tissue. The Council issued a report in July 2002 that recommended "that the
federal government undertake a thorough-going review of present and projected
practices of human embryo research, with the aim of establishing appropriate
institutions to advise and shape federal policy in this arena." In the United
Kingdom and other countries, the use of embryonic or fetal tissue in research
(including the derivation of human embryonic stem cells) is regulated by the
government, whether or not the research involves government funding.

     Government-imposed restrictions with respect to use of embryos or human
embryonic stem cells in research and development could have a material adverse
effect on us, by:

     o    harming our ability to establish critical partnerships and

     o    delaying or preventing progress in our research and development; and

     o    causing a decrease in the price of our stock.

Potential restrictions or a ban on nuclear transfer could prevent us from
benefiting financially from our research in this area.

     Our nuclear transfer technology could theoretically be used to produce
human embryos for the derivation of embryonic stem cells ("therapeutic cloning")
or cloned humans ("reproductive cloning"). The U.S. Congress has recently
considered legislation that would ban human therapeutic cloning as well as
reproductive cloning. Such a bill was passed by the House of Representatives,
although not by the Senate. The July 2002 report of the President's Council on
Bioethics recommended a four-year moratorium on therapeutic cloning. If human
therapeutic cloning is restricted or banned, we will not be able to benefit from
the scientific knowledge that would be generated by research in that area.
Finally, if regulatory bodies were to restrict or ban the sale of food products
from cloned animals, our financial participation in the business of our nuclear
transfer licensees could be significantly harmed.

We do not have experience as a company in the regulatory approval process,
conducting large scale clinical trials, or other areas required for the
successful commercialization and marketing of our product candidates.

     All of our product candidates are currently in early stages of product
development. We will need to receive regulatory approval for any product
candidates before they may be marketed and distributed. Such approval will
require, among other things, completing carefully controlled and well-designed
clinical trials demonstrating the safety and efficacy of such product candidate.
This process is lengthy, expensive and uncertain. We currently have


no experience as a company in conducting such trials. Such trials would require
either additional financial and management resources, or reliance on third-party
clinical investigators or clinical research organizations (CROs). Relying on
third-party clinical investigators or CROs may force us to encounter delays that
are outside of our control.

     We also do not currently have marketing and distribution capabilities for
our product candidates. Developing an internal sales and distribution capability
would be an expensive and time-consuming process. We may enter into agreements
with third parties that would be responsible for marketing and distribution.
However, these third parties may not be capable of successfully selling any of
our product candidates.

Entry into clinical trials with one or more product candidates may not result in
any commercially viable products.

     We may never generate revenues from product sales because of a variety of
risks inherent in our business, including the following risks:

     o    clinical trials may not demonstrate the safety and efficacy of our
          product candidates;

     o    completion of clinical trials may be delayed, or costs of clinical
          trials may exceed anticipated amounts;

     o    we may not be able to obtain regulatory approval of our products, or
          may experience delays in obtaining such approvals;

     o    we may not be able to manufacture our product candidates economically
          on a commercial scale;

     o    we and our licensees may not be able to successfully market our

     o    physicians may not prescribe our product candidates, or patients may
          not accept such product candidates;

     o    others may have proprietary rights which prevent us from marketing our
          products; and

     o    competitors may sell similar, superior or lower-cost products.

     Our only product candidate that is in clinical testing is the telomerase
cancer vaccine, for which we have only early and preliminary results. Early
stage testing may not be indicative of successful outcomes in later stage

Impairment of our intellectual property rights may limit our ability to pursue
the development of our intended technologies and products.

     Protection of our proprietary technology is critically important to our
business. Our success will depend in part on our ability to obtain and enforce
our patents and maintain trade secrets, both in the United States and in other
countries. The patent positions of pharmaceutical and biopharmaceutical
companies, including ours, are highly uncertain and involve complex legal and
technical questions. In particular, legal principles for biotechnology patents
in the United States and in other countries are evolving, and the extent to
which we will be able to obtain patent coverage to protect our technology, or
enforce issued patents, is uncertain. For example, the European Patent
Convention prohibits the granting of European patents for inventions that
concern "uses of human embryos for industrial or commercial purposes." We do not
yet know whether or to what extent this restriction will impact our ability to
obtain patent protection for our human embryonic stem cell technologies in
Europe. Further, our patents may be challenged, invalidated or circumvented, and
our patent rights may not provide proprietary protection or competitive
advantages to us. In the event that we are unsuccessful in obtaining and
enforcing patents, our business would be negatively impacted.

     Publication of discoveries in scientific or patent literature tends to lag
behind actual discoveries by at least several months and sometimes several
years. Therefore, the persons or entities that we or our licensors name as
inventors in our patents and patent applications may not have been the first to
invent the inventions disclosed in the patent applications or patents, or the
first to file patent applications for these inventions. As a result, we may not


able to obtain patents for discoveries that we otherwise would consider
patentable and that we consider to be extremely significant to our future

     Where several parties seek patent protection for the same technology, the
U.S. Patent Office may declare an interference proceeding in order to ascertain
the party to which the patent should be issued. Patent interferences are
typically complex, highly contested legal proceedings, subject to appeal. They
are usually expensive and prolonged, and can cause significant delay in the
issuance of patents. Moreover, parties that receive an adverse decision in an
interference can lose important patent rights. Our pending patent applications,
or our issued patents, may be drawn into interference proceedings which may
delay or prevent the issuance of patents, or result in the loss of issued patent

     The interference process can also be used to challenge a patent that has
been issued to another party. In 2001, the U.S. Patent Office granted our
request for the declaration of an interference between one of our pending
applications relating to nuclear transfer and an issued patent, held by the
University of Massachusetts. We requested this interference, which is still
ongoing, in order to clarify our patent rights in nuclear transfer technology.
We do not have access to the other party's invention records, and, as in any
legal proceeding, the outcome is uncertain. We have since filed requests for
additional interferences with other University of Massachusetts patents in the
same field; to date one of these additional requests has been granted. In March
2002, a second interference was declared involving our nuclear transfer patent
application and a patent application held by Infigen Inc. That interference was
recently resolved with a judgment in our favor.

     Outside of the United States, certain jurisdictions, such as Europe and
Australia, permit oppositions to be filed against the granting of patents.
Because our intent is to commercialize products internationally, securing both
proprietary protection and freedom to operate outside of the United States is
important to our business. We are involved in both opposing the grant of patents
to others through such opposition proceedings and in defending against
oppositions filed by others.

     If interferences, oppositions or other challenges to our patent rights are
not resolved promptly in our favor, our existing business relationships may be
jeopardized and we could be delayed or prevented from entering into new
collaborations or from commercializing certain products, which could materially
harm our business.

     Patent litigation may also be necessary to enforce patents issued or
licensed to us or to determine the scope and validity of our proprietary rights
or the proprietary rights of others. We may not be successful in any patent
litigation. Patent litigation can be extremely expensive and time-consuming,
even if the outcome is favorable to us. An adverse outcome in a patent
litigation or any other proceeding in a court or patent office could subject our
business to significant liabilities to other parties, require disputed rights to
be licensed from other parties or require us to cease using the disputed
technology, any of which could severely harm our business.

If we fail to meet our obligations under license agreements, we may lose our
rights to key technologies on which our business depends.

     Our business depends on our three technology platforms, each of which is
based in part on patents licensed from third parties. Those third-party license
agreements impose obligations on us, such as payment obligations and obligations
to diligently pursue development of commercial products under the licensed
patents. If a licensor believes that we have failed to meet our obligations
under a license agreement, the licensor could seek to limit or terminate our
license rights, which could lead to costly and time-consuming litigation and,
potentially, a loss of the licensed rights. During the period of any such
litigation our ability to carry out the development and commercialization of
potential products could be significantly and negatively affected. If our
license rights were restricted or ultimately lost, our ability to continue our
business based on the affected technology platform would be severely adversely

We may be subject to litigation that will be costly to defend or pursue and
uncertain in its outcome.

     Our business may bring us into conflict with our licensees, licensors, or
others with whom we have contractual or other business relationships, or with
our competitors or others whose interests differ from ours. If we are unable to
resolve those conflicts on terms that are satisfactory to all parties, we may
become involved in litigation brought


by or against us. That litigation is likely to be expensive and may require a
significant amount of management's time and attention, at the expense of other
aspects of our business. The outcome of litigation is always uncertain, and in
some cases could include judgments against us that require us to pay damages,
enjoin us from certain activities, or otherwise affect our legal or contractual
rights, which could have a significant adverse effect on our business.

We may be subject to infringement claims that are costly to defend, and which
may limit our ability to use disputed technologies and prevent us from pursuing
research and development or commercialization of potential products.

     Our commercial success depends significantly on our ability to operate
without infringing patents and the proprietary rights of others. Our
technologies may infringe the patents or proprietary rights of others. In
addition, we may become aware of discoveries and technology controlled by third
parties that are advantageous to our research programs. In the event our
technologies infringe on the rights of others or we require the use of
discoveries and technology controlled by third parties, we may be prevented from
pursuing research, development or commercialization of potential products or may
be required to obtain licenses to those patents or other proprietary rights or
develop or obtain alternative technologies. We may not be able to obtain
alternative technologies or any required license on commercially favorable
terms, if at all. If we do not obtain the necessary licenses or alternative
technologies, we may be delayed or prevented from pursuing the development of
some potential products. Our failure to obtain alternative technologies or a
license to any technology that we may require to develop or commercialize our
product candidates would significantly and negatively affect our business.

Much of the information and know-how that is critical to our business is not
patentable and we may not be able to prevent others from obtaining this
information and establishing competitive enterprises.

     We sometimes rely on trade secrets to protect our proprietary technology,
especially in circumstances in which we believe patent protection is not
appropriate or available. We attempt to protect our proprietary technology in
part by confidentiality agreements with our employees, consultants,
collaborators and contractors. We cannot assure you that these agreements will
not be breached, that we would have adequate remedies for any breach, or that
our trade secrets will not otherwise become known or be independently discovered
by competitors, any of which would harm our business significantly.

We depend on our collaborators to help us develop and test our product
candidates, and our ability to develop and commercialize products may be
impaired or delayed if collaborations are unsuccessful.

     Our strategy for the development, clinical testing and commercialization of
our product candidates requires that we enter into collaborations with corporate
partners, licensors, licensees and others. We are dependent upon the subsequent
success of these other parties in performing their respective responsibilities
and the continued cooperation of our partners. For example, third parties are
principally responsible for developing oncolytic virus therapeutics and
diagnostics using our telomerase technology and an academic institution is
conducting the clinical trial of the telomerase therapeutic cancer vaccine. Our
collaborators may not cooperate with us or perform their obligations under our
agreements with them. We cannot control the amount and timing of our
collaborators' resources that will be devoted to our research and development
activities related to our collaborative agreements with them. Our collaborators
may choose to pursue existing or alternative technologies in preference to those
being developed in collaboration with us.

     Under agreements with collaborators, we may rely significantly on them,
among other activities, to:

     o    design and conduct advanced clinical trials in the event that we reach
          clinical trials;

     o    fund research and development activities with us;

     o    pay us fees upon the achievement of milestones; and

     o    market with us any commercial products that result from our


     The development and commercialization of potential products will be delayed
if collaborators fail to conduct these activities in a timely manner or at all.
In addition, our collaborators could terminate their agreements with us and we
may not receive any development or milestone payments. If we do not achieve
milestones set forth in the agreements, or if our collaborators breach or
terminate their collaborative agreements with us, our business may be materially

Our process of developing and testing our products depends in part on the
intellectual property rights of our collaborators.

     Our development of telomerase therapeutic cancer vaccines and oncolytic
viruses is partly dependent on the intellectual property of our collaborators.
For example, Merix Biosciences holds the rights for the ex vivo dendritic cell
technology used in the Duke telomerase cancer vaccine trial, while we own the
rights to the telomerase antigen and its use in therapeutic vaccines. If we were
no longer able to use the Merix technology, we would need to develop or obtain
rights to use a different ex vivo cell preparation technology and restart the
trial using that different technology, or abandon entirely the development of an
ex vivo telomerase vaccine, which would significantly and adversely affect our

Our reliance on the research activities of our non-employee scientific
consultants, research institutions, and scientific contractors, whose activities
are not wholly within our control, may lead to delays in technological

     We rely extensively and have relationships with scientific consultants at
academic and other institutions, some of whom conduct research at our request.
These scientific consultants are not our employees and may have commitments to,
or consulting or advisory contracts with, other entities that may limit their
availability to us. We have limited control over the activities of these
consultants and, except as otherwise required by our collaboration and
consulting agreements, can expect only limited amounts of their time to be
dedicated to our activities.

     In addition, we have formed research collaborations with many academic and
other research institutions throughout the world. These research facilities may
have commitments to other commercial and non-commercial entities. We have
limited control over the operations of these laboratories and can expect only
limited amounts of time to be dedicated to our research goals.

     We also rely on other companies for certain process development or other
technical scientific work, especially with respect to our telomerase inhibitor
programs. We have contracts with these companies that specify the work to be
done and results to be achieved, but we do not have direct control over their
personnel or operations.

     If any of these third parties are unable or refuse to contribute to
projects on which we need their help, our ability to generate advances in our
technologies will be significantly harmed.

The loss of key personnel could slow our ability to conduct research and develop
product candidates.

     Our future success depends to a significant extent on the skills,
experience and efforts of our executive officers and key members of our
scientific staff. Competition for personnel is intense and we may be unable to
retain our current personnel or attract or assimilate other highly qualified
management and scientific personnel in the future. The loss of any or all of
these individuals could harm our business and might significantly delay or
prevent the achievement of research, development or business objectives.

     We also rely on consultants and advisors who assist us in formulating our
research and development and clinical strategy. We face intense competition for
qualified individuals from numerous pharmaceutical, biopharmaceutical and
biotechnology companies, as well as academic and other research institutions. We
may not be able to attract and retain these individuals on acceptable terms.
Failure to do so would materially harm our business.


We may not be able to obtain or maintain sufficient insurance on commercially
reasonable terms or with adequate coverage against potential liabilities in
order to protect ourselves against product liability claims.

     Our business exposes us to potential product liability risks that are
inherent in the testing, manufacturing and marketing of human therapeutic and
diagnostic products. We may become subject to product liability claims if the
use of our products is alleged to have injured subjects or patients. This risk
exists for products tested in human clinical trials as well as products that are
sold commercially. We currently have no clinical trial liability insurance and
we may not be able to obtain and maintain this type of insurance for any of our
clinical trials. In addition, product liability insurance is becoming
increasingly expensive. As a result, we may not be able to obtain or maintain
product liability insurance in the future on acceptable terms or with adequate
coverage against potential liabilities which could have a material adverse
effect on our business.

Because we or our collaborators must obtain regulatory approval to market our
products in the United States and other countries, we cannot predict whether or
when we will be permitted to commercialize our products.

     Federal, state and local governments in the United States and governments
in other countries have significant regulations in place that govern many of our
activities. The preclinical testing and clinical trials of the products that we
or our collaborators develop are subject to extensive government regulation that
may prevent us from creating commercially viable product candidates from our
discoveries. In addition, the sale by us or our collaborators of any
commercially viable product will be subject to government regulation from
several standpoints, including the processes of:

     o    manufacturing;

     o    advertising and promoting;

     o    selling and marketing;

     o    labeling; and

     o    distributing.

     If, and to the extent that, we are unable to comply with these regulations,
our ability to earn revenues will be materially and negatively impacted.

     The regulatory process, particularly for biopharmaceutical product
candidates like ours, is uncertain, can take many years and requires the
expenditure of substantial resources. Any product candidate that we or our
collaborative partners develop must receive all relevant regulatory agency
approvals or clearances before it may be marketed in the United States or other
countries. Biological drugs and non-biological drugs are rigorously regulated.
In particular, human pharmaceutical therapeutic product candidates are subject
to rigorous preclinical and clinical testing and other requirements by the Food
and Drug Administration in the United States and similar health authorities in
other countries in order to demonstrate safety and efficacy. Because certain of
our product candidates involve the application of new technologies or are based
upon a new therapeutic approach, they may be subject to substantial additional
review by various government regulatory authorities, and, as a result, the
process of obtaining regulatory approvals for them may proceed more slowly than
for product candidates based upon more conventional technologies. We may never
obtain regulatory approval to market our product candidates.

     Data obtained from preclinical and clinical activities is susceptible to
varying interpretations that could delay, limit or prevent regulatory agency
approvals or clearances. In addition, delays or rejections may be encountered as
a result of changes in regulatory agency policy during the period of product
development and/or the period of review of any application for regulatory agency
approval or clearance for a product candidate. Delays in obtaining regulatory
agency approvals or clearances could:

     o    significantly harm the marketing of any products that we or our
          collaborators develop;

     o    impose costly procedures upon our activities or the activities of our


     o    diminish any competitive advantages that we or our collaborators may
          attain; or

     o    adversely affect our ability to receive royalties and generate
          revenues and profits.

     Even if we commit the necessary time and resources, the required regulatory
agency approvals or clearances may not be obtained for any product candidates
developed by or in collaboration with us. If we obtain regulatory agency
approval or clearance for a new product, this approval or clearance may entail
limitations on the indicated uses for which it can be marketed that could limit
the potential commercial use of the product. Furthermore, approved products and
their manufacturers are subject to continual review, and discovery of previously
unknown problems with a product or its manufacturer may result in restrictions
on the product or manufacturer, including withdrawal of the product from the
market. Failure to comply with regulatory requirements can result in severe
civil and criminal penalties, including but not limited to:

     o    recall or seizure of products;

     o    injunction against manufacture, distribution, sales and marketing; and

     o    criminal prosecution.

     The imposition of any of these penalties could significantly impair our
business, financial condition and results of operations.

To be successful, our product candidates must be accepted by the health care
community, which can be very slow to adopt or unreceptive to new technologies
and products.

     Our product candidates and those developed by our collaborative partners,
if approved for marketing, may not achieve market acceptance since hospitals,
physicians, patients or the medical community in general may decide to not
accept and utilize these products. The product candidates that we are attempting
to develop represent substantial departures from established treatment methods
and will compete with a number of more conventional drugs and therapies
manufactured and marketed by major pharmaceutical companies. The degree of
market acceptance of any of our developed products will depend on a number of
factors, including:

     o    our establishment and demonstration to the medical community of the
          clinical efficacy and safety of our product candidates;

     o    our ability to create products that are superior to alternatives
          currently on the market;

     o    our ability to establish in the medical community the potential
          advantage of our treatments over alternative treatment methods; and

     o    reimbursement policies of government and third-party payors.

     If the health care community does not accept our products for any of the
foregoing reasons, or for any other reason, our business would be materially

If we fail to obtain acceptable prices or adequate reimbursement for our product
candidates, the use of our potential products could be severely limited.

     Our ability to successfully commercialize our product candidates will
depend significantly on our ability to obtain acceptable prices and the
availability of reimbursement to the patient from third-party payors.
Significant uncertainty exists as to the reimbursement status of newly-approved
health care products, including pharmaceuticals. If our products are not
considered cost-effective or if we fail to generate adequate third-party
reimbursement for the users of our potential products and treatments, then we
may be unable to maintain price levels sufficient to realize an appropriate
return on our investment in product development.


     In both U.S. and other markets, sales of our potential products, if any,
will depend in part on the availability of reimbursement from third-party
payors, examples of which include:

     o    government health administration authorities;

     o    private health insurers;

     o    health maintenance organizations; and

     o    pharmacy benefit management companies.

     Both federal and state governments in the United States and governments in
other countries continue to propose and pass legislation designed to contain or
reduce the cost of health care. Legislation and regulations affecting the
pricing of pharmaceuticals and other medical products may be adopted before any
of our potential products are approved for marketing. Cost control initiatives
could decrease the price that we receive for any product candidate we may
develop in the future. In addition, third-party payors are increasingly
challenging the price and cost-effectiveness of medical products and services
and any of our potential products may ultimately not be considered
cost-effective by these third parties. Any of these initiatives or developments
could materially harm our business.

Our products are likely to be expensive to manufacture, and they may not be
profitable if we are unable to significantly reduce the costs to manufacture

     Both our telomerase inhibitor compounds, GRN163 and GRN163L, and our
hESC-based products are likely to be significantly more expensive to manufacture
than most other drugs currently on the market today. Oligonucleotides are
relatively large molecules with complex chemistry, and the cost of manufacturing
even a short oligonucleotide like GRN163 or GRN163L is considerably greater than
the cost of making most small-molecule drugs. Our present manufacturing
processes are conducted at a relatively small scale and are at an early stage of
development. We hope to substantially reduce manufacturing costs by process
improvements, as well as through scale increases. If we are not able to do so,
however, and depending on the pricing of the product, the profit margin on the
telomerase inhibitor may be significantly less than that of most drugs on the
market today. Similarly, we currently make differentiated cells from hESCs on a
laboratory scale, at a high cost per unit of measure. The cell-based therapies
we are developing based on hESCs will probably require large quantities of
cells. We continue to develop processes to scale up production of the cells in a
cost-effective way. We may not be able to charge a high enough price for any
cell therapy product we develop, even if they are safe and effective, to make a
profit. If we are unable to realize significant profits from our potential
product candidates, our business would be materially harmed.

Our activities involve hazardous materials, and improper handling of these
materials by our employees or agents could expose us to significant legal and
financial penalties.

     Our research and development activities involve the controlled use of
hazardous materials, chemicals and various radioactive compounds. As a
consequence, we are subject to numerous environmental and safety laws and
regulations, including those governing laboratory procedures, exposure to
blood-borne pathogens and the handling of biohazardous materials. We may be
required to incur significant costs to comply with current or future
environmental laws and regulations and may be adversely affected by the cost of
compliance with these laws and regulations.

     Although we believe that our safety procedures for using, handling, storing
and disposing of hazardous materials comply with the standards prescribed by
state and federal regulations, the risk of accidental contamination or injury
from these materials cannot be eliminated. In the event of such an accident,
state or federal authorities could curtail our use of these materials and we
could be liable for any civil damages that result, the cost of which could be
substantial. Further, any failure by us to control the use, disposal, removal or
storage, or to adequately restrict the discharge, or assist in the cleanup, of
hazardous chemicals or hazardous, infectious or toxic substances could subject
us to significant liabilities, including joint and several liability under
certain statutes. Any such liability could exceed our resources and could have a
material adverse effect on our business, financial condition and results of
operations. Additionally, an accident could damage our research and
manufacturing facilities and operations.


     Additional federal, state and local laws and regulations affecting us may
be adopted in the future. We may incur substantial costs to comply with these
laws and regulations and substantial fines or penalties if we violate any of
these laws or regulations.

Our stock price has historically been very volatile.

     Stock prices and trading volumes for many biopharmaceutical companies
fluctuate widely for a number of reasons, including factors which may be
unrelated to their businesses or results of operations such as media coverage,
legislative and regulatory measures and the activities of various interest
groups or organizations. This market volatility, as well as general domestic or
international economic, market and political conditions, could materially and
adversely affect the market price of our common stock and the return on your

     Historically, our stock price has been extremely volatile. Between January
1998 and January 2004, our stock has traded as high as $75.88 per share and as
low as $1.41 per share. Between January 28, 2002 and January 28, 2004, the price
has ranged between a high of $16.80 per share and a low of $1.41 per share. The
significant market price fluctuations of our common stock are due to a variety
of factors, including:

     o    the depth of the market for the common stock;

     o    the experimental nature of our product candidates;

     o    fluctuations in our operating results;

     o    market conditions relating to the biopharmaceutical and pharmaceutical

     o    any announcements of technological innovations, new commercial
          products, or clinical progress or lack thereof by us, our
          collaborative partners or our competitors;

     o    announcements concerning regulatory developments, developments with
          respect to proprietary rights and our collaborations;

     o    comments by securities analysts;

     o    general market conditions; or

     o    public concern with respect to our product candidates.

     In addition, the stock market is subject to other factors outside our
control that can cause extreme price and volume fluctuations. Securities class
action litigation has often been brought against companies, including many
biotechnology companies, which experience volatility in the market price of
their securities. Litigation brought against us could result in substantial
costs and a diversion of management's attention and resources, which could
adversely affect our business.

The sale of a substantial number of shares may adversely affect the market price
for our common stock.

     Sales of substantial number of shares of our common stock in the public
market, or the perception that such sales could occur, could significantly and
negatively affect the market price for our common stock. As of January 26, 2004,
we had 39,522,344 shares of common stock outstanding. Of these shares,
approximately 20,337,032 shares (including shares issuable upon conversion or
exercise of convertible notes or warrants) were issued since December 1998
pursuant to private placements. Of these shares, approximately 16,310,893 shares
have been registered pursuant to shelf registration statements and therefore may
be resold (if not sold prior to the date hereof) in the public market and
approximately 4,026,139 of the remaining shares may be resold pursuant to Rule
144 into the public markets.


Our undesignated preferred stock may inhibit potential acquisition bids; this
may adversely affect the market price for our common stock and the voting rights
of the holders of our common stock.

     Our certificate of incorporation provides our Board of Directors with the
authority to issue up to 3,000,000 shares of undesignated preferred stock and to
determine the rights, preferences, privileges and restrictions of these shares
without further vote or action by the stockholders. As of the date of this
registration statement, 50,000 shares of preferred stock have been designated
Series A Junior Participating Preferred Stock and the Board of Directors still
has authority to designate and issue up to 2,950,000 shares of preferred stock.
The issuance of shares of preferred stock may delay or prevent a change in
control transaction without further action by our stockholders. As a result, the
market price of our common stock may be adversely affected.

     In addition, if we issue preferred stock in the future that has preference
over our common stock with respect to the payment of dividends or upon our
liquidation, dissolution or winding up, or if we issue preferred stock with
voting rights that dilute the voting power of our common stock, the rights of
holders of our common stock or the market price of our common stock could be
adversely affected.

Provisions in our share purchase rights plan, charter and bylaws, and provisions
of Delaware law, may inhibit potential acquisition bids for us, which may
prevent holders of our common stock from benefiting from what they believe may
be the positive aspects of acquisitions and takeovers.

     Our Board of Directors has adopted a share purchase rights plan, commonly
referred to as a "poison pill." This plan entitles existing stockholders to
rights, including the right to purchase shares of common stock, in the event of
an acquisition of 15% or more of our outstanding common stock. Our share
purchase rights plan could prevent stockholders from profiting from an increase
in the market value of their shares as a result of a change of control of Geron
by delaying or preventing a change of control. In addition, our Board of
Directors has the authority, without further action by our stockholders, to
issue additional shares of common stock, and to fix the rights and preferences
of one or more series of preferred stock.

     In addition to our share purchase rights plan and the undesignated
preferred stock, provisions of our charter documents and bylaws may make it
substantially more difficult for a third party to acquire control of us and may
prevent changes in our management, including provisions that:

     o    prevent stockholders from taking actions by written consent;

     o    divide the Board of Directors into separate classes with terms of
          office that are structured to prevent all of the directors from being
          elected in any one year;

     o    set forth procedures for nominating directors and submitting proposals
          for consideration at stockholders' meetings.

Provisions of Delaware law may also inhibit potential acquisition bids for us or
prevent us from engaging in business combinations. Either collectively or
individually, these provisions may prevent holders of our common stock from
benefiting from what they may believe are the positive aspects of acquisitions
and takeovers, including the potential realization of a higher rate of return on
their investment from these types of transactions.

     In addition, we have severance agreements with several employees and a
change of control severance plan which could require an acquiror to pay a higher

We do not intend to pay cash dividends on our common stock in the foreseeable

     We do not anticipate paying cash dividends on our common stock in the
foreseeable future. Any payment of cash dividends will depend upon our financial
condition, results of operations, capital requirements and other factors and
will be at the discretion of the Board of Directors. Furthermore, we may incur
additional indebtedness that may severely restrict or prohibit the payment of


                           FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements that are based on current
expectations, estimates and projections about our industry, management's
beliefs, and assumptions made by management. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," and variations
of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict; therefore, actual results may differ materially from
those expressed or forecasted in any forward-looking statements. The risks and
uncertainties include those noted in "Risk Factors" above and in the documents
incorporated by reference. We undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

                                 USE OF PROCEEDS

     We are filing the registration statement of which this prospectus is a part
under our contractual obligation to the holders named in the section entitled
"Selling Stockholder." We will not receive any of the proceeds from resale of
these shares of common stock by the selling stockholder.

                         DESCRIPTION OF OUR COMMON STOCK

     The following summary is a general description of our common stock.
Complete details can be found in our Charter and Bylaws, copies of which are on
file with the Commission as exhibits to registration statements previously filed
by us. See "Where You Can Find More Information."

     We have authority to issue 100,000,000 shares of common stock, $.001 par
value per share. As of January 26, 2004, we had 39,522,344 shares of common
stock outstanding.

     The holders of our common stock are entitled to one vote per share on all
matters to be voted upon by the stockholder. Subject to preferences that may be
applicable to any outstanding shares of our preferred stock, the holders of
common stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by our Board of Directors out of funds legally
available for that purpose. In the event of a liquidation, dissolution or
winding up of the Company, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to
preferences applicable to shares of our preferred stock, if any, then
outstanding. The common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
available to the common stock. All outstanding shares of our common stock are,
and the shares of common stock offered by this prospectus will be, fully paid
and nonassessable.

Transfer Agent and Registrar

       The transfer agent and registrar for the common stock is U.S. Stock
       Transfer Corporation.

                               SELLING STOCKHOLDER

     The following table sets forth the name of the selling stockholder, the
number of shares of common stock owned beneficially by the selling stockholder
as of January 28, 2004, the number of shares which may be offered pursuant to
this prospectus and the number of shares to be owned by the selling stockholder
after this offering. The selling stockholder may sell up to 85,885 shares of our
common stock pursuant to this prospectus. Since the selling stockholder may
offer all, some or none of its common stock, no definitive estimate as to the
number of shares thereof that will be held by the selling stockholder after the
offering can be provided. In addition, since the date the selling stockholder
provided information regarding its ownership of the shares, it may have sold,
transferred or otherwise disposed of all or a portion of its shares of common
stock in transactions exempt from the registration requirements of the
Securities Act. Information concerning the selling stockholder may change from
time to time and, when necessary, any changed information will be set forth in a
prospectus supplement to this prospectus.

     On January 21, 2004, as partial payment of the amount due to Transgenomic,
Inc. ("Transgenomic") under an addendum to a supply agreement pursuant to which
Transgenomic is manufacturing certain chemicals for use by us in producing our
telomerase inhibitor compounds, we issued to Transgenomic 39,468 shares of our


stock, pursuant to a Common Stock Purchase Agreement dated as of January 21,
2004. On January 27, 2004, as partial payment of the amount due to Transgenomic
under another addendum to the same supply agreement, we issued to Transgenomic
an additional 46,417 shares of our common stock, pursuant to a Common Stock
Purchase Agreement dated as of January 27, 2004.

     To our knowledge, Transgenomic has sole voting and investment power with
respect to all shares of common stock beneficially owned by it. This information
is based upon information provided by the selling stockholder.

                                                             Maximum Number of
                                                             Shares Available
                                       Total Number of       Pursuant to this      Shares Owned After     Percentage
               Name                    Shares Held (1)        Prospectus (1)       Offering Number (2)        (3)
------------------------------------  --------------------  -------------------  ----------------------  ------------
Transgenomic, Inc.                             85,885               85,885                       0              *

(1)  Based on information available as of January 28, 2004.

(2)  Assumes the sale of all shares of common stock offered by this prospectus.

(3)  Based on 39,522,344 shares of common stock outstanding as of January 26,

*    Less than 1%


                              PLAN OF DISTRIBUTION

     We are registering 85,885 shares of our common stock on behalf of the
selling stockholder. The selling stockholder and any of its pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of the shares
of common stock offered hereby on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholder may use any one or more of
the following methods when selling shares:

     o    sales on the Nasdaq National Market;

     o    sales in the over-the-counter market;

     o    ordinary brokerage transactions and transactions in which the
          broker-dealer solicits purchasers;

     o    block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases by a broker-dealer as principal and resale by the
          broker-dealer for its account;

     o    an exchange distribution in accordance with the rules of the
          applicable exchange;

     o    privately negotiated transactions;

     o    short sales;

     o    transactions in which broker-dealers agree with the selling
          stockholder to sell a specified number of such shares at a stipulated
          price per share;

     o    a combination of any such methods of sale; and

     o    any other method permitted pursuant to applicable law.

     The selling stockholder may also sell the shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder and/or the
purchasers of shares for whom the broker-dealers may act as agents or to whom
they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that the selling stockholder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
selling stockholder cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholder. The selling
stockholder and any brokers, dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus, may be deemed "underwriters" as that
term is defined under the Securities Act or the Exchange Act, or the rules and
regulations under such acts.

     The selling stockholder, alternatively, may sell all or any part of the
shares offered in this prospectus through an underwriter. To our knowledge, the
selling stockholder has not entered into any agreement with a prospective
underwriter and we cannot assure you that any such agreement will be entered
into. If the selling stockholder entered into this type of an agreement or
agreements, the relevant details will be set forth in a supplement or revision
to this prospectus.

     The selling stockholder and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations under such act, including, without
limitation, Regulation M. These provisions may restrict certain activities of,
and limit the timing of purchases and sales of any of the shares by, the selling
stockholder or any other person. Furthermore, under Regulation M, persons
engaged in a distribution of securities are prohibited from simultaneously
engaging in market making and certain other activities with respect to the
securities for a specified period of time prior to the commencement of the


distributions, subject to specified exceptions or exemptions. All of these
limitations may affect the marketability of the shares.

     The selling stockholder also may sell all or a portion of its shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule 144.

                                  LEGAL MATTERS

     Latham & Watkins LLP will pass on the validity of the issuance of the
shares of common stock offered by this prospectus.


     The consolidated financial statements of Geron Corporation appearing in
Geron's Annual Report (Form 10-K) for the year ended December 31, 2002, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.


     Our bylaws provide for indemnification of our directors and officers to the
fullest extent permitted by law. Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers or controlling
persons of Geron pursuant to Geron's Certificate of Incorporation, bylaws and
the Delaware General Corporation Law, Geron has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore


     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. We make available free of charge on or through our
Internet website our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and all amendments to those reports as soon as
reasonably practicable after they are electronically filed with, or furnished
to, the Securities and Exchange Commission. Our Internet website address is You may read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public at the SEC's website at You may also inspect copies of these materials and other
information about us at the offices of the Nasdaq Stock Market, Inc., National
Market System, 1735 K Street, N.W., Washington, D.C. 20006-1500.


     The SEC allows us to "incorporate by reference" the information we file
with them which means that we can disclose important information to you by
referring you to those documents instead of having to repeat the information in
this prospectus. The information incorporated by reference is considered to be
part of this prospectus, and later information that we file with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
the selling stockholder sells all the shares:

     o    Our annual report on Form 10-K for the fiscal year ended December 31,

     o    Our definitive proxy statement filed pursuant to Section 14 of the
          Exchange Act in connection with our 2003 Annual Meeting of Stockholder
          dated April 13, 2003;


     o    Our current reports on Form 8-K filed January 22, 2003, April 7, 2003,
          April 8, 2003, April 9, 2003, May 27, 2003, June 4, 2003, July 1,
          2003, September 3, 2003, October 15, 2003, October 29, 2003 and
          November 5, 2003

     o    Our quarterly reports on Form 10-Q for the quarters ended March 31,
          2003, June 30, 2003 and September 30, 2003;

     o    The description of our common stock set forth in our registration
          statement on Form 8-A, filed with the Commission on June 13, 1996
          (File No. 0-20859).

     All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part of it from the respective dates of filing those documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein
modifies or supersedes that statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

     We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including exhibits to
these documents. You should direct any requests for documents to David L.
Greenwood, Chief Financial Officer, Geron Corporation, 230 Constitution Drive,
Menlo Park, California 94025, telephone: (650) 473-7700.


                          85,885 SHARES OF COMMON STOCK

                                GERON CORPORATION


                                JANUARY 30, 2004

You should rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized anyone to provide you with different
information. You should not assume that the information contained or
incorporated by reference in this prospectus is accurate as of any date other
than the date of this prospectus. We are not making an offer of these securities
in any state where the offer is not permitted.


                                     PART II


Item 14.   Other Expenses of Issuance and Distribution.

     The following sets forth the costs and expenses, all of which shall be
borne by the Registrant, in connection with the offering of the securities
pursuant to this Registration Statement:

         Registration Fee                               $      126
         Accounting Fees and Expenses                   $   10,000*
         Legal Fees and Expenses                        $   10,000*
         Miscellaneous                                  $    1,500*

         Total                                          $   21,626*

         *    Estimated

Item 15.   Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.

     Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards to
those set forth above, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.

     Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.

     As permitted by Section 102(b)(7) of the DGCL, our Certificate of
Incorporation provides that a director shall not be liable to us or our
stockholder for monetary damages for breach of fiduciary duty as a director.
However, this provision does not eliminate or limit the liability of a director
for acts or omissions not in good faith or for breaching his or her duty of
loyalty, engaging in intentional misconduct or knowingly violating the law,
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for


breach of fiduciary duty. Our Certificate of Incorporation requires that
directors and officers be indemnified to the maximum extent permitted by
Delaware law.

Item 16.   Exhibits.

     See Exhibit Index.

Item 17.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the
          effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering price may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

     (iii) To include any material information with respect to the plan of
          distribution not previously disclosed in this registration statement
          or any material change to such information in this registration

     Provided, however, that subparagraphs (i) and (ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in the periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be treated as a new registration
statement of the securities offered, and the offering of the securities at that
time to be deemed the initial bona fide offering.

     (3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the


registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Menlo Park, State of California, on January 30, 2004.

                                             GERON CORPORATION

                                             By:       /s/ David L. Greenwood
                                                   David L. Greenwood
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PERSONS PRESENT, that the persons whose signatures appear
below do hereby constitute and appoint Thomas B. Okarma, David L. Greenwood, and
William D. Stempel, or any of them, our true and lawful attorneys-in-fact and
agents, each with full power to sign for us or any of us in our names and in any
and all capacities, any and all amendments (including post-effective amendments)
to this Registration Statement, or any related registration statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto and other
documents required in connection therewith with the Securities and Exchange
Commission hereby do ratifying and confirming all that each of said
attorneys-in-fact, or either of them, or his substitute or substitutes, shall do
or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                                   Title                                               Date
---------                                   -----                                               ----

   /s/ Thomas B. Okarma                     Chief Executive Officer, President and Director     January 30, 2004
----------------------------------------    (principal executive officer)
             Thomas B. Okarma

                                            Executive Vice President and Chief Financial        January 30, 2004
   /s/ David L. Greenwood                   Officer (principal financial and accounting
----------------------------------------    officer)
             David L. Greenwood

   /s/ Alexander E. Barkas                  Director                                            January 30, 2004
             Alexander E. Barkas

   /s/ Edward V. Fritzky                    Director                                            January 30, 2004
             Edward V. Fritzky

   /s/ Thomas D. Kiley                      Director                                            January 30, 2004
             Thomas D. Kiley

   /s/ John P. Walker                       Director                                            January 30, 2004
             John P. Walker

   /s/ Patrick J. Zenner                    Director                                            January 30, 2004
             Patrick J. Zenner


                                  EXHIBIT INDEX

Exhibits      Description
--------      -----------

    4.1       Common Stock Purchase Agreement dated as of January 21, 2004 by and between Registrant and
              Transgenomic, Inc.
    4.2       Common Stock Purchase Agreement dated as of January 27, 2004 by and between Registrant and
              Transgenomic, Inc.
    5.1       Opinion of Latham & Watkins LLP.
   23.1       Consent of Latham & Watkins LLP (included in Exhibit 5.1).
   23.2       Consent of Ernst & Young LLP, Independent Auditors.
   24.1       Power of Attorney (included on the signature page to this Registration Statement).