June 23, 2009
| Securities and Exchange Commission | |
| Washington, D.C. 20549 | |
| Attn: | Jeffrey Riedler, Assistant Director |
| Michael Rosenthall | |
| VIA FACSIMILE AND EDGAR TRANSMISSION: | 202-772-9217 |
| Re: | Geron Corporation | ||
| Registration Statement on Form S-3 | |||
| File No. 333-159288 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (No. 333-159288) of Geron Corporation (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m. EDT on Wednesday, June 24, 2009 or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or Alan Mendelson at (650) 463-4693. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Latham & Watkins LLP, Attention: Mark Roeder and Alan Mendelson, by facsimile to (650) 463-2600.
Pursuant to the staff’s letter dated June 4, 2009, the Company acknowledges that the action of the Commission or staff declaring the Registration Statement effective does not: (i) foreclose the Commission from taking any action with respect to the filing; (ii) relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) enable the Company to assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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Please do not hesitate to call the undersigned at (650) 473-7700 if you have any questions regarding this request.
| Very truly yours, | |
| /s/ David L. Greenwood | |
| David L. Greenwood | |
| Executive Vice President and | |
| Chief Financial Officer |
| cc: | Alan C. Mendelson, Esq. | |
| Mark V. Roeder, Esq. |
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