[WILSON SONSINI GOODRICH & ROSATI, P.C. LETTERHEAD]

                               February 14, 2005



VIA OVERNIGHT COURIER AND EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:  Ms. Anne Nguyen

     RE:  CELL GENESYS, INC. - POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
          STATEMENT ON FORM S-3 (COMMISSION FILE NO. 333-121732)

Dear Ms. Nguyen:

     Please find enclosed, on behalf of Cell Genesys, Inc. (the "COMPANY"), a
copy of the Post-Effective Amendment No. 1 to Form S-3 (the "AMENDMENT"), filed
with the Securities and Exchange Commission (the "COMMISSION") on February 14,
2005, under Registration No. 333-121732. For your convenience, we have also
enclosed a copy that is marked to show changes from the Amendment No. 1 to
Registration Statement on Form S-3 filed with the Commission on January 24, 2005
(as amended, the "REGISTRATION STATEMENT").

     The Company has amended the Form S-3 to update the selling securityholder
table beginning on page 55 of the Registration Statement to revise the list of
selling securityholders, including the principal amount of notes and the
underlying common stock beneficially owned by each and the identity of the
natural persons with voting and investment power over such securities. In
addition, the Company has updated its disclosure concerning its stock price and
the status of one of its early-stage trials to reflect changes that have
occurred since January 24, 2005.

February 14, 2005
Page 2


     Also enclosed please find an executed copy of the Company's request to
accelerate the effective date of the Registration Statement so that the
Registration Statement may become effective at 4:00 p.m., Eastern Time, on
February 16, 2005. This letter was separately submitted to the Commission via
facsimile and EDGAR.

     Please direct any questions or comments regarding this filing or the
Company's request for acceleration of effectiveness to the undersigned via
facsimile at (650) 493-6811 or by telephone at (650) 493-9300.

                                Very truly yours,

                                WILSON SONSINI GOODRICH & ROSATI,
                                Professional Corporation

                                /s/ Jeffrey S. Eisenberg

                                Jeffrey S. Eisenberg


Enclosures

cc: Herbert Fockler, Wilson Sonsini Goodrich & Rosati
    Mathew J. Pfeffer, Cell Genesys, Inc.