SANGAMO BIOSCIENCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2001

TO THE STOCKHOLDERS OF SANGAMO BIOSCIENCES, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Sangamo
BioSciences, Inc., a Delaware corporation (the "Company" or "Sangamo"), will be
held on Friday, May 18, 2001, at 10:00 a.m. Pacific Daylight Saving Time at 501
Canal Blvd, Suite A100, Richmond, California 94804, for the following purposes,
as more fully described in the Proxy Statement accompanying this Notice:

1. To elect seven directors to serve on the Board of Directors for a
one-year term ending at the Annual Meeting held in 2002 or until their
successors are duly elected and qualified;

2. To ratify the appointment of Ernst & Young LLP as independent auditors
of Sangamo for the fiscal year ending December 31, 2001; and

3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

Only stockholders of record at the close of business on April 2, 2001, are
entitled to notice of and to vote at the Annual Meeting. The stock transfer
books of Sangamo will remain open between the record date and the date of the
meeting. A list of stockholders entitled to vote at the Annual Meeting will be
available for inspection at the executive offices of Sangamo.

All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed Proxy as
promptly as possible in the envelope enclosed for your convenience. Should you
receive more than one Proxy because your shares are registered in different
names and addresses, each Proxy should be signed and returned to assure that all
your shares will be voted. You may revoke your Proxy at any time prior to the
Annual Meeting. If you attend the Annual Meeting and vote by ballot, your Proxy
will be revoked automatically and only your vote at the Annual Meeting will be
counted.

Sincerely,

Edward O. Lanphier II
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Richmond, California
April 9, 2001

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.

SANGAMO BIOSCIENCES, INC.
501 CANAL BLVD, SUITE A100
RICHMOND, CALIFORNIA 94804

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2001

GENERAL

The enclosed Proxy ("Proxy") is solicited on behalf of the Board of
Directors of Sangamo BioSciences, Inc., a Delaware corporation (the "Company" or
"Sangamo"), for use at the Annual Meeting of Stockholders to be held on May 18,
2001 (the "Annual Meeting"). The Annual Meeting will be held at 10:00 a.m. at
501 Canal Blvd, Suite A100 Richmond, California 94804. These Proxy solicitation
materials were mailed on or about April 9, 2001, to all stockholders entitled to
vote at the Annual Meeting.

VOTING

The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice and are described in more detail in
this Proxy Statement. On April 2, 2001, the record date for determination of
stockholders entitled to notice of and to vote at the Annual Meeting, 22,271,006
shares of Sangamo's Common Stock, par value $0.01 ("Common Stock"), were issued
and outstanding. No shares of Sangamo's preferred stock, par value $0.01, were
outstanding. Each stockholder is entitled to one vote for each share of Common
Stock held by such stockholder on April 2, 2001. Stockholders may not cumulate
votes in the election of directors.

PROXIES

If the enclosed form of Proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the Proxy does not specify how the shares
represented thereby are to be voted, the Proxy will be voted FOR the election of
the directors proposed by the Board unless the authority to vote for the
election of such director is withheld and, if no contrary instructions are
given, the Proxy will be voted FOR the approval of Proposal 2 described in the
accompanying Notice and Proxy Statement. You may revoke or change your Proxy at
any time before the Annual Meeting by filing with the Inspector of Election of
Sangamo at the principal executive offices at 501 Canal Blvd, Suite A100,
Richmond, California 94804, a notice of revocation or another signed Proxy with
a later date. You may also revoke your Proxy by attending the Annual Meeting and
voting in person.

SOLICITATION

Sangamo will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement and any
additional solicitation materials furnished to the stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, Sangamo may reimburse such persons for their costs in forwarding
the solicitation materials to such beneficial owners. The original solicitation
of proxies by mail may be supplemented by a solicitation by telephone, telegram
or other means by directors, officers or employees of Sangamo. No additional
compensation will be paid to these individuals for any such services.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of Sangamo that are intended to be presented by
such stockholders at Sangamo's Annual Meeting in 2002 must be received no later
than December 31, 2001, in order that they may be included in the Proxy
statement and form of Proxy relating to that meeting. In addition, the Proxy
solicited by the Board of Directors for the Annual Meeting on May 18, 2001 will
confer discretionary authority to vote on any stockholder proposal presented at
that meeting, unless Sangamo receives notice of such proposal not later than
March 19, 2001.

MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL ONE: ELECTION OF DIRECTORS

GENERAL

The Board currently consists of seven persons. The nominees for election
have agreed to serve if elected, and management has no reason to believe that
such nominees will be unavailable to serve. In the event the nominees are unable
or decline to serve as directors at the time of the Annual Meeting, the proxies
will be voted for any nominee who may be designated by the present Board of
Directors to fill the vacancy. Unless otherwise instructed, the Proxy holders
will vote the proxies received by them FOR the nominee named below.

NOMINEES FOR TERM ENDING UPON THE ANNUAL MEETING OF STOCKHOLDERS IN 2002

EDWARD O. LANPHIER II, the founder of Sangamo BioSciences, Inc., has served
as President, Chief Executive Officer and as a member of the Board of Directors
since Sangamo's inception. Mr. Lanphier has approximately twenty years of
experience in the pharmaceutical and biotechnology industry. From June 1992 to
May 1997, he held various positions at Somatix Therapy Corporation, a gene
therapy company, including Executive Vice President, Commercial Development and
Chief Financial Officer. Prior to Somatix, Mr. Lanphier was President and Chief
Executive Officer of BioGrowth, Inc., a biotechnology company that merged with
Celtrix Laboratories to form Celtrix Pharmaceuticals, Inc. in 1991. From 1986 to
1987, Mr. Lanphier served as Vice President of Corporate Development at
Biotherapeutics, Inc. From 1984 to 1986 he served as Vice President of Corporate
Development at Synergen Inc. Prior to Synergen, he was employed by Eli Lilly and
Company, a pharmaceutical company, in the strategic business
planning-biotechnology group. Mr. Lanphier is a member of the Biotechnology
Industry Organization (BIO) Emerging Companies Section and the BIO board of
directors. Mr. Lanphier has a B.A. in biochemistry from Knox College.

HERBERT W. BOYER, PH.D. has served as a Director since July 1997. Dr. Boyer
is the co-inventor of recombinant DNA technology with Dr. Stanley Cohen and
founded Genentech, Inc., a biopharmaceutical company, in 1976. Dr. Boyer is
currently Professor Emeritus at the University of California, San Francisco.
Dr. Boyer has served as a director of Genentech since 1976 and was Vice
President of Research from 1976 to 1990. Dr. Boyer was also a Professor of
biochemistry and biophysics at the University of California, San Francisco from
1966 to 1991. He was also an Investigator for the Howard Hughes Medical
Institute from 1976 to 1983. He has authored over 100 scientific publications
and is a member of the National Academy of Sciences. Dr. Boyer has received
numerous research awards including the National Medal of Science, the National
Medal of Technology and the Albert Lasker Basic Medical Research Award.
Dr. Boyer is Chairman of the Board of Directors of Allergan, Inc., a
pharmaceutical company and a Trustee of the Scripps Research Institute.
Dr. Boyer received a Ph.D. in microbiology from the University of Pittsburgh and
a B.A. in biology from St. Vincent College.

WILLIAM G. GERBER, M.D. has served as a member of our Board of Directors
since June 1997. Dr. Gerber is currently Chief Executive Officer and a Director
of Epoch Biosciences, Inc., a biomedical company, where he has been since
September 1999. From April 1998 to July 1999, he was President of diaDexus LLC,
a pharmacogenomics company. Previous to his appointment at diaDexus, he was
Chief Operating Officer of Onyx Pharmaceuticals. Before joining Onyx in 1995,
Dr. Gerber was with Chiron Corporation, a biopharmaceutical, vaccine and blood
testing company, where he was President of the Chiron Diagnostics business unit
after Chiron's merger with Cetus Corporation in December 1991. He joined Cetus
in 1987 as Senior Director of Corporate Ventures and was named Vice President
and General Manager of the PCR (Polymerase Chain Reaction) Division in
November 1988. Dr. Gerber earned his B.S. and M.D. degrees from the University
of California, San Francisco School of Medicine.

JON E. M. JACOBY has served as a member of our Board of Directors since
April 2000. Mr. Jacoby is a director and an Executive Vice President of Stephens
Group, Inc. He is also a Senior Executive Vice President of Stephens Inc., an
affiliate of Stephens Group, Inc., where he has been employed since 1963.
Mr. Jacoby also serves on the board of directors of Delta and Pine Land Company,
Beverly Enterprises, Inc., and Power-One, Inc., as well as on the boards of
several privately held companies. He received his B.S. degree in geology from
the University of Notre Dame and his M.B.A. from Harvard Business School.

JOHN W. LARSON has served as a member of our Board of Directors since
January 1996. Mr. Larson has served as Senior Partner at the law firm of
Brobeck, Phleger & Harrison LLP since March 1996. From 1988 until March 1996,
Mr. Larson was Chief Executive Officer of the firm. He has been a partner with
the firm since 1969, except for the period from July 1971 to September 1973 when
he was in government service as Assistant Secretary of the United States
Department of the Interior and Counselor to George P. Shultz, Chairman of the
Cost of Living Council. Mr. Larson holds an L.L.B. and a B.A., with distinction,
in economics, from Stanford University.

WILLIAM J. RUTTER, PH.D. has served as a member of our Board of Directors
since January 2000. He is the co-founder of Chiron Corporation, a
biopharmaceutical, vaccine and blood testing company, and served as Chairman of
the Board of Directors from Chiron's inception in 1981 until May 1999. From
August 1983 through April 1989, in addition to his responsibilities at Chiron,
Dr. Rutter was the Director of the Hormone Research Institute at the University
of California, San Francisco, and he became a Professor Emeritus in 1991. In
1969, Dr. Rutter joined the faculty of UCSF as a Herzstein Professor, and served
as the chairman of the Department of Biochemistry and Biophysics from 1969 to
1982. Dr. Rutter has also served on the Board of Overseers at Harvard University
from 1992 to 2000, on the Board of Trustees at the Carnegie Institution of
Washington since 1995 and several private company boards. Dr. Rutter is a member
of the National Academy of Sciences and the American Academy of Arts and
Sciences. Dr. Rutter received his Ph.D. in biochemistry from the University of
Illinois, an M.S. in biochemistry from the University of Utah and a B.A. in
biochemistry from Harvard University.

MICHAEL C. WOOD has served as a member of our Board of Directors since our
inception. Mr. Wood is currently President of LeapFrog Enterprises, Inc., an
educational company which he founded in January 1995. Mr. Wood has 15 years of
experience in the corporate legal representation of high technology firms and
venture capital partnerships. From 1991 through 1994, he was a partner of the
emerging technology companies group at Cooley Godward LLP. From 1979 to 1991,
Mr. Wood practiced corporate law in the high technology practice of Crosby Heafy
Roach & May. Mr. Wood received a J.D. from the Hastings College of Law, an
M.B.A. from the University of California, Berkeley and his B.A. in political
science from Stanford University.

BOARD COMMITTEES AND MEETINGS

The Board of Directors held 12 meetings during the fiscal year ended
December 31, 2000 (the "2000 Fiscal Year"). The Board of Directors has an Audit
Committee and a Compensation Committee. Each director attended or participated
in 75% or more of the aggregate of (i) the total number of meetings of the Board
of Directors and (ii) the total number of meetings held by all committees of the
Board on which such director served during the 2000 Fiscal Year.

The Audit Committee currently consists of three directors: Mr. Jacoby,
Dr. Rutter and Mr. Wood. The Audit Committee is composed of independent
directors that review and supervise our financial controls, including the
selection of our auditors, reviews our books and accounts, meets with our
officers regarding our financial controls, acts upon recommendations of our
auditors and takes further actions as the Audit Committee deems necessary to
complete an audit of our books and accounts, as well as other matters that may
come before it or as directed by the Board. The Board adopted and

approved a charter for the Audit Committee in January, 2000, a copy of which is
attached as Appendix A. The Board has determined that all members of the Audit
Committee are "independent" as that term is defined in Rule 4200 of the listing
standards of the National Association of Securities Dealers.

The Compensation Committee currently consists of three directors:
Dr. Boyer, Dr. Gerber and Mr. Larson. The Compensation committee reviews and
approves the compensation and benefits for our executive officers, administers
our compensation and stock plans, makes recommendations to the Board of
Directors regarding such matters and performs other duties as may from
time-to-time be determined by the Board. The Compensation Committee held 1
meeting during the 2000 Fiscal Year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee of the Board of Directors are
Dr. Boyer, Dr. Gerber and Mr. Larson. None of our Compensation Committee members
has been an officer or employee of Sangamo at any time. Mr. Larson is a Senior
Partner at Brobeck, Phleger & Harrison LLP, our legal counsel. None of our
executive officers serves on the Board of Directors or compensation committee of
any entity that has one or more executive officers serving as a member of our
Board or our Compensation Committee.

DIRECTOR COMPENSATION

Other than expenses in connection with attendance at meetings and other
customary expenses, we currently do not give cash compensation to any
non-employee member of the Board. Employees who are also directors do not
receive additional compensation for serving as directors.

Under the Automatic Option Grant Program in effect under the Sangamo 2000
Stock Incentive Plan (the "2000 Plan"), each individual who first joins the
Board as a non-employee director will receive, at the time of such initial
election or appointment, an option grant to purchase 50,000 shares of Common
Stock, provided such person has not previously been in Sangamo's employ. In
addition, on the date of each annual stockholders' meeting, beginning with this
Annual Meeting, each individual who has served as a director for the previous
six months and who is to continue to serve as a non-employee Board member,
whether or not such individual is standing for re-election at that particular
Annual Meeting, will be granted an option to purchase 10,000 shares of Common
Stock. Each option granted under the Automatic Option Grant Program will have an
exercise price per share equal to the fair market value per share of the Common
Stock on the grant date, and will have a maximum term of 10 years, subject to
earlier termination should the optionee cease to serve as a Board of Directors
member. Each option is immediately exercisable for all the option shares, but
any shares purchased under the option will be subject to repurchase by Sangamo,
at the exercise price paid per share, upon the optionee's cessation of Board
service prior to vesting in those shares. The shares subject to each automatic
option grant vest on a monthly basis upon completion of each monthly period of
Board service. Such vesting occurs over a three-year period in the case of the
initial grant, and over a one-year period in the case of an annual grant. The
shares subject to each automatic option grant will immediately vest upon
(i) the optionee's death or permanent disability while a Board member, (ii) an
acquisition of Sangamo by merger or asset sale, (iii) the successful completion
of a tender offer for more than 50% of Sangamo's outstanding voting stock or
(iv) a change in the majority of the Board effected through one or more Proxy
contests for Board membership. Each automatic option will remain exercisable for
a period following the optionee's cessation of service as a Board member. In no
event, however, may the option be exercised after the expiration date of the
option term. During the applicable post-service exercise period, the option may
not be exercised for more than the number of option shares (if any) in which the
Board member is vested at the time of his or her cessation of Board service.

On April 21, 2000, Mr. Jon Jacoby received an initial option grant to
purchase 50,000 shares of Common Stock. The exercise price per share is $7.13,
the closing selling price per share of Common Stock on April 21, 2000. The
current non-employee Board members, Dr. Boyer, Dr. Gerber, Mr. Jacoby,
Mr. Larson, Dr. Rutter and Mr. Wood, will each receive an automatic option grant
on May 18, 2001 for 10,000 shares of Common Stock. The exercise price per share
in effect will be the closing selling price per share of Common Stock on
May 18, 2001.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES LISTED ABOVE.

PROPOSAL TWO: RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors appointed the firm of Ernst & Young LLP, independent
public auditors for Sangamo during the 2000 Fiscal Year, to serve in the same
capacity for the year ending December 31, 2001, and is asking the stockholders
to ratify this appointment. The affirmative vote of a majority of the shares
represented and voting at the Annual Meeting is required to ratify the selection
of Ernst & Young LLP.

In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors in its discretion may direct the appointment of a different
independent auditing firm at any time during the year if the Board of Directors
believes that such a change would be in the best interests of Sangamo and its
stockholders.

A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.

The following table sets forth the aggregate fees billed by Ernst & Young
LLP to Sangamo for:

(i) Audit Fees in connection with the audit of Sangamo's 2000 annual
financial statements and the review of financial statements in Sangamo's
Forms 10-Q filed in 2000 amounted to $98,235;

(ii) Other Fees associated with the filing of Sangamo's initial registration
on Form S-1 with the Securities and Exchange Commission amounted to
$276,000.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS SANGAMO'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.

OTHER MATTERS

Sangamo knows of no other matters that will be presented for consideration
at the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed form of Proxy
to vote the shares they represent as the Board of Directors may recommend.
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed Proxy.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information regarding our executive officers,
directors and key employees as of March 15, 2001:

NAME AGE POSITION
- ---- -------- --------

Edward O. Lanphier II................. 44 President, Chief Executive Officer and
Director
Alan P. Wolffe, Ph.D.................. 41 Senior Vice President and Chief
Scientific Officer
Peter Bluford......................... 46 Vice President, Corporate Development
Casey C. Case, Ph.D................... 45 Vice President, Research
Shawn K. Johnson...................... 33 Senior Director, Finance
Eric T. Rhodes........................ 40 Senior Director, Commercial
Development
Julianna Wood......................... 45 Senior Director, Corporate
Communications
S. Kaye Spratt, Ph.D.................. 48 Director, Delivery Technology
Herbert W. Boyer, Ph.D................ 64 Director
William G. Gerber, M.D................ 54 Director
Jon E. M. Jacoby...................... 62 Director
John W. Larson........................ 65 Director
William J. Rutter, Ph.D............... 72 Director
Michael C. Wood....................... 48 Director

ALAN P. WOLFFE, PH.D. joined Sangamo as its Senior Vice President and Chief
Scientific Officer in March 2000. Dr. Wolffe is internationally recognized for
his research on chromatin structure and its role in the regulation of gene
expression, with over 250 research publications on this topic. He was Director
of the Department of Molecular Embryology at the National Institutes of Child
Health and Human Development from 1990 until March 2000. During this time,
Dr. Wolffe's laboratory discovered the determinants of chromosomal gene
regulation by zinc finger proteins, including observations that have proven
fundamental to the understanding of histone acetylation and deacetylation in
transcriptional control. Dr. Wolffe has received numerous prizes for his
research and serves on the editorial boards of BIOCHEMISTRY, JOURNAL OF CELL
SCIENCE, MOLECULAR BIOLOGY OF THE CELL, MOLECULAR CELL BIOLOGY, NUCLEIC ACIDS
RESEARCH, and SCIENCE. Dr. Wolffe received a Ph.D. in molecular biology from the
Medical Research Council and a B.A. in biochemistry from Oxford University.

PETER BLUFORD has served as Vice President, Corporate Development since
December 1997 and since joining us has had operating responsibility for
Sangamo's licensing, intellectual property and business planning activities.
Mr. Bluford also served as Senior Director, Corporate Development, from
October 1996 to November 1997. From October 1992 to September 1996, Mr. Bluford
served as Director, Commercial Development at Somatix Therapy Corporation, where
he was responsible for Somatix's strategic business planning activities while
also serving as Project Team Leader, Oncology from 1995 to 1996. From 1991 to
1992, Mr. Bluford was with Celtrix Pharmaceuticals, Inc. as Manager, Strategic
Market Planning. From 1990 to 1991, he was Manager of Strategic Planning with
BioGrowth, Inc. Mr. Bluford received an M.B.A. and a B.S. in biochemistry from
the University of California, Berkeley.

CASEY C. CASE, PH.D. has served as Vice President, Research since
November 1997. From June 1993 to November 1997, Dr. Case served as Director,
Cell Biology at Tularik, Inc., a pharmaceutical company focusing on gene
regulating drugs, where he was part of the team that established Tularik's
cell-based, high throughput screening of small molecule modulators of specific
transcription factors. From June 1989 to June 1993, Dr. Case was Director of
Transcriptional Research at Oncogene Science, Inc., a pharmaceutical company,
where he led Oncogene's research efforts in the development of mammalian
cell-based assays for gene transcription and the automation of these assays for
selection of therapeutic targets and compounds. Dr. Case earned a Ph.D. in
biochemistry from the University of California, Davis and a B.S. in biology from
San Diego State University.

SHAWN K. JOHNSON, who serves as Senior Director, Finance, joined Sangamo in
December 1997, and has responsibility for all financial and administrative
operations. From July 1995 to October 1997, Mr. Johnson was Director of Finance
at Neurobiological Technologies, Inc., a pharmaceutical product development
company. From July 1993 to June 1995, he managed various accounting functions
for Glycomed Incorporated, a biotechnology research company. Prior to Glycomed,
Mr. Johnson was the Controller for Cognitive Systems, Inc., a software
technology company from 1989 to 1992. He holds a M.B.A. from the University of
California, Berkeley and a B.S. in accounting from City University.

ERIC T. RHODES, who serves as Senior Director, Commercial Development,
joined Sangamo in July 1998, and has primary responsibility for management of
our Universal GeneTools-TM- business. Prior to joining Sangamo, Mr. Rhodes
served in a variety of capacities at Incyte Pharmaceuticals, Inc., a genomic
database and data management software company, from March 1994 to July 1998. He
initially served as part of the team responsible for expansion of Incyte's high
throughput sequencing capabilities and later worked in the business development
group where his primary focus was the evaluation and acquisition of new
technologies. From 1991 to 1994, Mr. Rhodes directed the molecular biology group
at Anergen, Inc., a biotechnology company focusing on treatment of autoimmune
disease and prior to that he was with BioGrowth, Inc., from 1989 to 1991, and
Triton BioSciences, a biotechnology company, as a molecular biologist from 1987
to 1989. Mr. Rhodes received a B.S. in microbiology and immunology from the
University of California, Berkeley.

JULIANNA WOOD joined Sangamo as Senior Director, Corporate Communications in
March 2000 and is responsible for all external communications, including
investor relations and public affairs. From November 1997 to March 2000, she was
employed by Chiron Corporation, most recently as Senior Director of Corporate
Communications and Investor Relations. Prior to Chiron, Ms. Wood served as a
communications consultant to multiple companies from July 1995 until
November 1997. Ms. Wood has also held similar communications positions with
other biotechnology companies, including Glycomed Incorporated from March 1993
until July 1995, and Somatix Therapy Corporation from 1987 to 1993. Ms. Wood
earned her undergraduate degree from Stanford University and has a M.B.A. from
Duke University.

S. KAYE SPRATT, PH.D. has served as Director of Delivery Technology since
January 1998 and is currently directing Sangamo's cell biology and gene therapy
efforts for the evaluation and delivery of

engineered zinc finger proteins. From June 1997 to January 1998, Dr. Spratt was
employed by Acacia Biosciences, a biotechnology research company, as Project
Manager. From June 1992 to June 1997, Dr. Spratt was employed by Somatix Therapy
Corporation as Section Manager and Senior Scientist responsible for the design,
development and production of research and clinical grade gene therapy vectors.
From 1987 to 1992, Dr. Spratt was Senior Scientist and Project Leader for
BioGrowth Inc. Dr. Spratt received a Ph.D. in microbial genetics from Meharry
Medical College and a B.S. in biology from Langston University.

Director of the Hormone Research Institute at the University of California, San
Francisco, and he became a Professor Emeritus in 1991. In 1969, Dr. Rutter
joined the faculty of UCSF as a Herzstein Professor, and served as the chairman
of the Department of Biochemistry and Biophysics from 1969 to 1982. Dr. Rutter
has also served on the Board of Overseers at Harvard University from 1992 to
2000, on the Board of Trustees at the Carnegie Institution of Washington since
1995 and several private company boards. Dr. Rutter is a member of the National
Academy of Sciences and the American Academy of Arts and Sciences. Dr. Rutter
received his Ph.D. in biochemistry from the University of Illinois, an M.S. in
biochemistry from the University of Utah and a B.A. in biochemistry from Harvard
University.

OWNERSHIP OF SECURITIES

The following table sets forth certain information known to Sangamo with
respect to the beneficial ownership of Common Stock as of March 15, 2001, by
(i) all persons who are beneficial owners of five percent (5%) or more of
Sangamo's Common Stock, (ii) each nominee for director, (iii) the executive
officers named in the Summary Compensation Table of the Executive Compensation
and Related Information section of this Proxy Statement and (iv) all current
directors and executive officers as a group. Unless otherwise indicated, the
principal address of each of the stockholders below is c/o Sangamo
BioSciences, Inc., 501 Canal Boulevard, Suite A100, Richmond, CA 94804. Except
as otherwise indicated, and subject to applicable community property laws,
except to the extent authority is shared by both spouses under applicable law,
we believe the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock held by them.

NUMBER OF PERCENTAGE
SHARES OF SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OWNED
- ------------------------------------ ------------ ------------

Kopp Holding Company(1)..................................... 2,540,100 11.4%
7701 France Avenue South, Suite 500
Edina, MN 55435

Lombard Odier & Cie(2)...................................... 2,236,944 10.0%
Toedistrasse 36, CH-8027
Zurich, Switzerland

Entities Affiliated with JAFCO Co., Ltd.(3)................. 1,944,446 8.7%
1-8-2 Marunouchi, Chiyoda-ku
Tokyo 100, Japan

Stephens-Sangamo BioSciences LLC(4)......................... 1,860,100 8.4%
111 Center Street
Little Rock, AR 72203

Edward O. Lanphier II(5).................................... 3,706,300 16.6%

Alan P. Wolffe, Ph.D. (6)................................... 297,500 1.3%

Peter Bluford(7)............................................ 279,634 1.3%

Casey C. Case, Ph.D.(8)..................................... 250,000 1.1%

Herbert W. Boyer, Ph.D.(9).................................. 90,000 *

William G. Gerber, M.D.(10)................................. 100,000 *

Jon E.M. Jacoby(11)......................................... 2,148,353 9.6%

John W. Larson(12).......................................... 444,360 2.0%

William J. Rutter, Ph.D.(13)................................ 766,666 3.4%

Michael C. Wood............................................. 1,366,500 6.1%

All directors and executive officers as a group (10 7,589,213 34.1%
persons)(14)..............................................

- ------------------------

* Less than one percent.

(1) Represents 2,540,100 shares owned by Kopp Investment Advisors. Lee Kopp, the
President of Kopp Investment Advisors, has chief investment responsibility
for the shares managed by the fund and exercises voting control over those
shares.

(2) There is no single person at Lombard Odier & Cie that exercises voting
control over the shares held by Lombard Odier & Cie. Voting of the shares is
conducted by an internal mechanism at

Lombard Odier & Cie which requires, prior to any vote, that two of more than
two hundred designated employees sign on behalf of Lombard Odier & Cie. In
addition, any one of eight managing partners could sign on behalf of Lombard
Odier & Cie without a separate concurring signature.

(3) Represents 671,696 shares held by JAFCO Co., Ltd; 196,124 shares held by
JAFCO G-6(A) Investment Enterprise Partnership; 196,124 shares held by JAFCO
G-6(B) Investment Enterprise Partnership; 265,896 shares held by JAFCO
G-7(A) Investment Enterprise Partnership; 265,896 shares held by JAFCO
G-7(B) Investment Enterprise Partnership; 130,788 shares held by JAFCO JS-3
Investment Enterprise Partnership; and 217,922 shares held by JAFCO R-3
Investment Enterprise Partnership. Matsumasa Murase, President of JAFCO
Co., Ltd. exercises voting control over the shares.

(4) Stephens Group, Inc. is a managing member of Stephens-Sangamo BioSciences
LLC. The fund is managed by The Stephens Group Inc. and there is no single
person at Stephens Group, Inc. that exercises voting control over the shares
held by Stephens-Sangamo LLC. Mr. Jacoby, an executive vice-president of
Stephens Group. Inc., is also a director of Sangamo, and as such, he may be
deemed to share voting and investment power with respect to such shares.
However, Mr. Jacoby disclaims beneficial ownership of all 2,148,353 shares
owned by Stephens-Sangamo LLC.

(5) Includes 400,000 shares of Common Stock issuable upon exercise of
immediately exercisable options within 60 days of March 15, 2001. Also
includes 400,000 shares held by Mr. Lanphier's minor children.

(6) Includes 220,000 shares of Common Stock issuable upon exercise of
immediately exercisable options within 60 days of March 15, 2001.

(7) Includes 90,834 shares of Common Stock issuable upon exercise of immediately
exercisable options within 60 days of March 15, 2001.

(8) Includes 182,000 shares of Common Stock issuable upon exercise of
immediately exercisable options within 60 days of March 15, 2001.

(9) Includes 35,764 shares of Common Stock which are subject to repurchase by
Sangamo.

(10) Includes 33,680 shares of Common Stock which are subject to repurchase by
Sangamo.

(11) Includes 50,000 shares of Common Stock issuable upon exercise of
immediately exercisable options within 60 days of March 15, 2001.
Mr. Jacoby, an executive vice-president of Stephens Group. Inc., is also a
director of Sangamo, and as such, he may be deemed to share voting and
investment power with respect to such shares. However, Mr. Jacoby disclaims
beneficial ownership of all 1,860,100 shares owned by Stephens-Sangamo LLC.

(12) Includes warrants to purchase 25,364 shares of Common Stock.

(13) Includes 61,111 shares of Common Stock which are subject to repurchase.

(14) Includes 942,834 shares of Common Stock issuable upon exercise of
immediately exercisable options within 60 days of March 15, 2001. Also
includes 154,305 shares which are subject to repurchase.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table provides certain summary information concerning the
compensation earned by Sangamo's Chief Executive Officer and each of the three
other most highly compensated executive officers whose salary and bonus for the
2000 Fiscal Year was in excess of $100,000, for services

rendered in all capacities to Sangamo for the fiscal years ended December 31,
2000 and 1999. No other executive officers who would have otherwise been
includable in such table on the basis of salary and bonus earned for the 2000
Fiscal Year has been excluded by reason of his or her termination of employment
or change in executive status during that year. The listed individuals shall be
hereinafter referred to as the "Named Officers".

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------- UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------- -------- -------- -------- ------------ ------------

Edward O. Lanphier II ...................... 2000 $255,000 $168,300(1) -- $25,000(3)
President and Chief Executive Officer 1999 195,000 173,788(2) -- 12,500(3)

Alan P. Wolffe, Ph.D. ...................... 2000 208,333(4) -- 275,000 $72,319(5)
Senior Vice President and Chief Scientific 1999 -- -- -- --
Officer

Casey C. Case, Ph.D ........................ 2000 157,500 33,633 40,000 --
Vice President, Research 1999 131,250 10,000 30,000 --

Peter Bluford .............................. 2000 155,000 31,109 40,000 --
Vice President, Corporate Development 1999 120,750 10,000 40,000 --

- ------------------------

(1) On January 4, 1998, Mr. Lanphier received a loan from us in the principal
amount of $250,000. The loan bears interest at a rate of 6% per year, and is
secured by 500,000 shares of Common Stock owned by Mr. Lanphier. As a
special bonus program for Mr. Lanphier, the balance of the loan will be
forgiven in forty-eight equal monthly installments of principal, together
with accrued interest for the year, upon completion of each month of
employment with us over the forty-eight month period measured from the date
the loan was made. Accordingly, Mr. Lanphier's reported bonus amount
represents $68,300 of loan forgiveness which occurred during the year 2000.
Of the remaining bonus earned by Mr. Lanphier in 2000, $100,000 was earned
related to Sangamo achieving its goals relative to the initial public
offering and other corporate objectives during 2000.

(2) $73,788 represents loan forgiveness which occurred during the year 1999. Of
the remaining bonus earned by to Mr. Lanphier, $100,000 represented
compensation earned as a result of Mr. Lanphier's performance in 1999
related to Sangamo achieving its corporate objectives.

(3) Other compensation for Mr. Lanphier consists of an insurance premium paid by
Sangamo on a split dollar life insurance policy. Sangamo will be reimbursed
for these insurance premiums out of the cash surrender value of its policy
paid by Mr. Lanphier during his lifetime or out of the proceeds paid under
the policy upon his death. The face amount of the insurance policy is
$2.0 million.

(4) Dr. Wolffe joined Sangamo in March 2000 as Senior Vice President and Chief
Scientific Officer, and his annualized salary in the year 2000 was $250,000.

(5) As a part of his compensation agreement, Sangamo agreed to pay for certain
of his relocation costs, which amounted to $72,319.

OPTION GRANTS

The following table sets forth summary information regarding the option
grants made to the Named Officers for the 2000 Fiscal Year. No stock
appreciation rights were granted to the Named Officers during the 2000 Fiscal
Year.

OPTION GRANTS TO NAMED OFFICERS IN 2000

POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF
NUMBER OF PERCENTAGE OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (5)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ---------------------
NAME GRANTED (1) FISCAL 2000 (2) PER SHARE (3) DATE (4) 5% 10%
- ---- ----------- --------------- -------------- ---------- --------- ---------

Edward O. Lanphier II........... -- --
Alan P. Wolffe, Ph.D............ 200,000 25% $ 8.00 3/13/10 1,006,231 2,550,000
Alan P. Wolffe, Ph.D............ 75,000 9% $11.13 12/20/10 524,970 1,330,377
Casey C. Case, Ph.D............. 40,000 5% $11.13 12/20/10 279,984 709,534
Peter Bluford................... 40,000 5% $11.13 12/20/10 279,984 709,534

- ------------------------

(1) Options granted under the 2000 Plan are generally immediately exercisable
for all the option shares by the optionee but purchased shares are subject
to a right of repurchase according to the vesting schedule of each specific
grant. In the event that a purchaser ceases to provide service to Sangamo,
we have the right to repurchase any of that person's unvested shares of
Common Stock at the original option exercise price. The option vests for
25 percent of the shares upon the optionee's completion of one year of
service measured from the grant date and vests for the balance of the shares
in 36 successive equal monthly installments upon his or her completion of
each additional month of service after that date. The option will become
vested on an accelerated basis upon a liquidation or dissolution of Sangamo
or a merger or consolidation in which there is a change in ownership of
securities possessing more than 50 percent of the total combined voting
power of Sangamo's outstanding securities, unless the option is assumed by
the surviving entity. In addition, the Compensation Committee of the Board
of Directors may accelerate the vesting of the option, either immediately or
upon optionee's subsequent termination, in connection with such a corporate
transaction or change in control.

(2) The percentage of total options was calculated based on options to purchase
an aggregate of 798,900 shares of Common Stock granted to employees under
the 2000 Plan in 2000.

(3) The exercise price per share is equal to the fair market value of Common
Stock on the date of grant. The exercise price may be paid in cash or in
shares of Common Stock valued at fair market value on the exercise date.
Alternatively, the option may be exercised through a sale and remittance
procedure pursuant to which the optionee provides irrevocable instructions
to a brokerage firm to sell the purchased shares and to remit to Sangamo,
out of the sale proceeds, an amount equal to the exercise price plus all
applicable withholding taxes. The Compensation Committee may also assist an
optionee in the exercise of an option by (i) authorizing a loan from Sangamo
in a principal amount not to exceed the aggregate exercise price plus any
tax liability incurred in connection with the exercise or (ii) permitting
the optionee to pay the option price in installments over a period of years
upon terms established by the Compensation Committee.

(4) The grant dates for the options were: March 13, 2000 for Dr. Wolffe's
200,000 grant and December 20, 2000 for the remaining grants.

(5) The potential realizable value was calculated based on the ten-year term of
the options and assumed rates of stock appreciation of 5 percent and
10 percent, compounded annually from the date the options were granted to
their expiration date based on the fair market value of Common Stock on the
date of grant. There can be no assurance provided to any executive officer
or other holder of Sangamo's securities that the actual stock price will
appreciate over the ten-year option term at the assumed 5 percent or
10 percent levels or at any other level. Unless the market price of the
Common Stock appreciates over the option term, no value will be realized
from those option grants which were made to the Named Officers with an
exercise price equal to the fair market value of the shares on the grant
date.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table provides information, with respect to the Named
Officers, concerning the exercise of options during the 2000 Fiscal Year and
unexercised options held by them at of the end of that fiscal year. None of the
Named Officers exercised any stock appreciation rights during the 2000 Fiscal
Year as no stock appreciation rights were held by the Named Officers at the end
of the year.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS AT FISCAL MONEY OPTIONS/SARS AT
SHARES YEAR-END FISCAL YEAR-END ($)(2/)
ACQUIRED ON VALUE REALIZED --------------------------- -----------------------------
NAME EXERCISE ($)(1/) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------- ----------- ------------- ------------- -------------

Edward O. Lanphier II......... -- -- 400,000 -- $7,734,000 --
Alan P. Wolffe, Ph.D.......... 80,000 $233,250 225,000 -- $2,353,125 --
Casey C. Case, Ph.D........... 68,000 $ 32,300 182,000 -- $3,080,450 --
Peter Bluford................. 209,166 $749,850 90,834 -- $1,315,638 --

- ------------------------

(1/) Based upon the market price of the purchased shares on the exercise date
less the option exercise price paid for those shares.

(2/) Based upon the market price of $19.50 per share, determined on the basis
of the closing selling price per share of Common Stock on the Nasdaq
National Market on the last day of the 2000 Fiscal Year, less the option
exercise price payable per share.

EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS

In May 1997, we entered into an agreement with Edward O. Lanphier II, our
current President and Chief Executive Officer. Under the terms of the agreement,
Mr. Lanphier will receive an annual salary, an optional bonus payment and Common
Stock as well as stock options based on the achievement of some milestones. If
Mr. Lanphier is terminated without cause, he will be entitled to his base salary
for a period of twelve months plus customary fringe benefits for that period. In
the event of a change in control, the unvested portion of his options will vest.

On January 4, 1998, Mr. Lanphier received a loan from us in the principal
amount of $250,000. The loan bears interest at a rate of six percent simple
interest per year and will be forgiven in forty-eight equal monthly installments
of principal together with all accrued interest upon his completion of each
month of employment with us over the forty-eight month period measured from the
date the loan was made. If Mr. Lanphier is terminated without cause, the balance
of the loan will be forgiven. A change of control will be deemed a termination
without cause. The loan is secured by 500,000 shares of Common Stock owned by
Mr. Lanphier.

On March 17, 2000, Sangamo entered into an agreement with Alan P. Wolffe,
our Senior Vice President and Chief Scientific Officer under which he will
receive an annual base salary of $250,000 and be eligible for an annual bonus
plus an immediately exercisable stock option covering 200,000 shares of Common
Stock and certain fringe benefits including payment of relocation expenses.
Under the agreement, we loaned Dr. Wolffe $400,000 to enable him to purchase
50,000 shares of Common Stock under the option grant. The loan, which remains
outstanding as of March 15, 2001, bears simple interest at seven percent per
annum, is payable in three years or when the stock is sold whichever is earlier
and is secured by the stock he purchased. Under the agreement we also loaned
Dr. Wolffe $250,000 as a housing allowance payable in four years from the date
of the loan with simple interest at a rate of seven percent. Twenty-five percent
of the loan and associated interest will be forgiven on each anniversary of the
loan as long as Dr. Wolffe is a full-time employee of Sangamo at such time.

Sangamo does not have any existing employee agreements with any other Named
Officers.

The Compensation Committee of the Board of Directors, as Plan Administrator
of the 2000 Plan, has the authority to provide for accelerated vesting of the
shares of Common Stock subject to any outstanding options held by the Chief
Executive Officer or any other executive officer or any unvested share issuances
actually held by such individual, in connection with certain changes in control
of Sangamo or the subsequent termination of the officer's employment following
the change in control event.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

It is the duty of the Compensation Committee to review and determine the
salaries and bonuses of executive officers of Sangamo, including the Chief
Executive Officer, and to establish the general compensation policies for such
individuals. The Compensation Committee also has the sole and exclusive
authority to make discretionary option grants to executive officers under the
2000 Plan.

The Compensation Committee believes that the compensation programs for
executive officers should reflect Sangamo's performance and the value created
for stockholders. In addition, the compensation programs should support the
short-term and long-term strategic goals and values of Sangamo and should reward
individual contribution to Sangamo's success. Sangamo is engaged in a very
competitive industry, and Sangamo's success depends upon our ability to attract
and retain qualified executives through the competitive compensation packages it
offers to such individuals.

GENERAL COMPENSATION POLICY. The Compensation Committee's policy is to
provide Sangamo's executive officers with compensation opportunities which are
based upon their personal performance, the financial performance of Sangamo and
their contribution to that performance and which are competitive enough to
attract and retain highly skilled individuals. Each executive officer's
compensation package is comprised of three elements: (i) base salary that is
competitive with the market and reflects individual performance, (ii) annual
variable performance awards payable in cash and tied to Sangamo's achievement of
annual performance goals and (iii) long-term stock-based incentive awards
designed to strengthen the mutuality of interests between the executive officers
and Sangamo's stockholders. As an officer's level of responsibility increases, a
greater proportion of his or her total compensation will be dependent upon
Sangamo's financial performance and stock price appreciation rather than base
salary.

Sangamo retains the services of an independent compensation consulting firm
to advise the Committee as to how executive compensation levels compare to those
of companies within and outside of the industry.

FACTORS. The principal factors that were taken into account in establishing
each executive officer's compensation package for the 2000 Fiscal Year are
described below. However, the Compensation

Committee may in its discretion apply entirely different factors, such as
different measures of performance, for future fiscal years.

BASE SALARY. In setting base salaries, the Compensation Committee reviewed
published compensation survey data for our industry. The Committee also
identified a group of companies for comparative compensation purposes for which
it reviewed detailed compensation data. This group was comprised of
approximately twenty-five biotechnology companies. The base salary for each
officer reflects the salary levels for comparable positions in the published
surveys and the comparative group of companies, as well as the individual's
personal performance and internal alignment considerations. The relative weight
given to each factor varies with each individual in the sole discretion of the
Compensation Committee. Each executive officer's base salary is adjusted each
year on the basis of (i) the Compensation Committee's evaluation of the
officer's personal performance for the year and (ii) the competitive marketplace
for persons in comparable positions. Sangamo's performance and profitability may
also be a factor in determining the base salaries of executive officers.

ANNUAL INCENTIVES. The annual incentive bonus for the Chief Executive
Officer is based on a percentage of his base pay in the range of fifteen to
fifty percent and is adjusted within that range to reflect the actual
performance of Sangamo in comparison to its business plan. The other executive
officers of Sangamo are also awarded annual incentive bonuses equal to a
percentage of base salary on the basis of Sangamo's performance to plan, with
additional consideration given to attainment of individual goals. Based on
Sangamo's performance for 2000 Fiscal Year, bonuses were awarded to the
executive officers named in the Summary Compensation Table in the indicated
amounts.

LONG-TERM INCENTIVES. Generally, stock option grants are made annually by
the Compensation Committee to certain of Sangamo's executive officers. Each
grant is designed to align the interests of the executive officer with those of
the stockholders and provide each individual with a significant incentive to
manage Sangamo from the perspective of an owner with an equity stake in the
business. Each grant allows the officer to acquire shares of Common Stock at a
fixed price per share (the market price on the grant date) over a specified
period of time (up to ten years). Each option vests in a series of installments
over a four-year period, contingent upon the officer's continued employment with
Sangamo. Accordingly, the option will provide a return to the executive officer
only if he or she remains employed by Sangamo during the vesting period, and
then only if the market price of the shares appreciates over the option term.

The size of the option grant to each executive officer is set by the
Compensation Committee at a level that is intended to create a meaningful
opportunity for stock ownership based upon the individual's current position
with Sangamo, the individual's personal performance in recent periods and his or
her potential for future responsibility and promotion over the option term. The
Compensation Committee also takes into account the amount of Common Stock
currently owned by the executive officer, as well as unvested options held by
the executive officer, in order to maintain an appropriate level of equity
incentive for that individual. The relevant weight given to each of these
factors varies from individual to individual. The Compensation Committee has
established certain guidelines with respect to the option grants made to the
executive officers, but has the flexibility to make adjustments to those
guidelines at its discretion.

CEO COMPENSATION. In setting the total compensation payable to Sangamo's
Chief Executive Officer for the 2000 Fiscal Year, the Compensation Committee
sought to make that compensation competitive with the compensation paid to the
chief executive officers of the companies in the surveyed group, while at the
same time assuring that a significant percentage of compensation was tied to
Sangamo's performance and stock price appreciation.

The Compensation Committee adjusted Mr. Lanphier's base salary for the 2000
Fiscal Year in recognition of his personal performance and with the objective of
maintaining his base salary at a

competitive level when compared with the base salary levels in effect for
similarly situated chief executive officers. With respect to Mr. Lanphier's base
salary, it is the Compensation Committee's intent to provide him with a level of
stability and certainty each year and not have this particular component of
compensation affected to any significant degree by Sangamo's performance
factors. For the 2000 Fiscal Year, Mr. Lanphier's base salary was approximately
at the median of the base salary levels of other chief executive officers at the
surveyed companies.

The remaining components of Mr. Lanphier's compensation, however, were
primarily dependent upon corporate performance. Mr. Lanphier is eligible for a
cash bonus conditioned on Sangamo's attainment of corporate goals with
additional consideration to be given to individual business plan objectives. A
total of $100,000 in bonus was earned by Mr. Lanphier in both Fiscal Years 1999
and 2000, which represented compensation earned as a result of Mr. Lanphier's
performance related to Sangamo achieving its goals relative to corporate
business plan objectives.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code disallows a tax deduction to publicly held companies for
compensation paid to certain of their executive officers, to the extent that
compensation exceeds $1 million per covered officer in any Fiscal Year. The
limitation applies only to compensation which is not considered to be
performance-based. Non-performance based compensation paid to Sangamo's
executive officers for the 2000 Fiscal Year did not exceed the $1 million limit
per officer, and the Compensation Committee does not anticipate that the
non-performance based compensation to be paid to the executive officers for
fiscal 2001 will exceed that limit. The 2000 Plan has been structured so that
any compensation deemed paid in connection with the exercise of option grants
made under that plan will qualify as performance-based compensation which will
not be subject to the $1 million limitation. Because it is unlikely that the
cash compensation payable to any of the executive officers in the foreseeable
future will approach the $1 million limit, the Compensation Committee has
decided at this time not to take any action to limit or restructure the elements
of cash compensation payable to Sangamo's executive officers. The Compensation
Committee will reconsider this decision should the individual cash compensation
of any executive officer ever approach the $1 million level.

It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align Sangamo's performance and the interests of the stockholders
through the use of competitive and equitable executive compensation in a
balanced and reasonable manner, for both the short and long-term.

Submitted by the Compensation Committee of the Board of Directors

BOARD AUDIT COMMITTEE REPORT

THE INFORMATION CONTAINED IN THIS REPORT SHALL NOT BE DEEMED TO BE
"SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE
COMMISSION, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY
FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SUBJECT TO THE
LIABILITIES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
EXCEPT TO THE EXTENT THAT SANGAMO SPECIFICALLY INCORPORATES IT BY REFERENCE INTO
A DOCUMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.

The following is the report of the Audit Committee with respect to Sangamo's
audited financial statements for the fiscal year ended December 31, 2000,
included in the Annual Report on Form 10-K for that year.

The Audit Committee has reviewed and discussed the audited financial
statements with the management of Sangamo.

The Audit Committee has discussed with Sangamo's independent auditors,
Ernst & Young LLP, the matters required to be discussed by SAS 61 (Codification
of Statements on Auditing Standards, AU

Section 380), as amended, which include, among other items, matters related to
the conduct of the audit of Sangamo's financial statements.

The Audit Committee has received the written disclosures and the letter from
Ernst & Young LLP required by Independence Standards Board Standard No. 1
("Independence Discussions with Audit Committees"), as amended, and has
discussed with Ernst & Young LLP the independence of Ernst & Young LLP from
Sangamo.

Based on the review and discussions referred to above in this report, the
Audit Committee recommended to Sangamo's Board of Directors that the audited
financial statements be included in Sangamo's Annual Report on Form 10-K for the
year ended December 31, 2000 for filing with the Securities and Exchange
Commission.

Submitted by the Audit Committee of the Board of Directors

STOCK PERFORMANCE GRAPH

The graph depicted below shows a comparison of cumulative total stockholder
returns for Sangamo, the NASDAQ Stock Market index, and the NASDAQ Biotechnology
index.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

SANGAMO BIOSCIENCES INC

Cumulative Total Return
4/6/2000 6/30/2000 9/30/2000 12/31/2000
SANGAMO BIOSCIENCES, INC. 100.00 184.17 258.33 130.00
NASDAQ STOCK MARKET (U.S.) 100.00 93.46 86.01 57.63
NASDAQ BIOTECHNOLOGY 100.00 108.17 116.92 96.40

(1) The graph covers the period from April 6, 2000, the commencement date of
Sangamo's initial public offering of shares of its Common Stock to
December 31, 2000.

(2) The graph assumes that $100 was invested in Sangamo on April 6, 2000, in
Sangamo's Common Stock and in each index, and that all dividends were
reinvested. No cash dividends have been declared on Sangamo's Common Stock.

(3) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.

Notwithstanding anything to the contrary set forth in any of Sangamo's
previous filings made under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings made by Sangamo under those statutes, neither the preceding Stock
Performance Graph nor the Compensation Committee Report is to be incorporated by
reference into any such prior filings, nor shall such graph or report be
incorporated by reference into any future filings made by Sangamo under those
statutes.

CERTAIN TRANSACTIONS

In May 1997, we entered into an agreement with Edward O. Lanphier II, our
current President and Chief Executive Officer. Under the terms of the agreement,
Mr. Lanphier will receive an annual salary, an optional bonus payment, and
forgiveness of twenty-five percent of an outstanding loan, and Common Stock and
stock options based on the achievement of certain milestones.

On January 4, 1998, Mr. Lanphier received a loan from us in the principal
amount of $250,000. The loan bears interest at a rate of 6 percent per year, and
is secured by 500,000 shares of Common

Stock owned by Mr. Lanphier. As a special bonus program for Mr. Lanphier, the
balance of the loan will be forgiven in forty-eight equal monthly installments
of principal, together with accrued interest for the year, upon completion of
each month of employment with us over the forty-eight month period measured from
the date the loan was made.

Mr. Larson, a Director, is also a Senior Partner at Brobeck, Phleger &
Harrison LLP, Sangamo's legal counsel.

On March 17, 2000, Sangamo entered into an agreement with Alan P. Wolffe,
Ph.D., our Senior Vice President and Chief Scientific Officer under which he
will receive an annual base salary of $250,000 and be eligible for an annual
bonus plus an immediately exercisable stock option covering 200,000 shares of
Common Stock and certain fringe benefits including payment of relocation
expenses. Under the agreement, we loaned Dr. Wolffe $400,000 to enable him to
purchase 50,000 shares of Common Stock under the option grant. The loan, which
remains outstanding as of March 15, 2001, bears simple interest at seven percent
per annum, is payable in three years or when the stock is sold whichever is
earlier and is secured by the stock he purchased. Under the agreement we also
loaned Dr. Wolffe $250,000 as a housing allowance payable in four years from the
date of the loan with simple interest at a rate of seven percent. Twenty-five
percent of the loan and associated interest will be forgiven on each anniversary
of the loan as long as Dr. Wolffe is a full-time employee of Sangamo at such
time.

In addition to the indemnification provisions contained in Sangamo's
Restated Certificate of Incorporation and Bylaws, Sangamo has entered into
separate indemnification agreements with each of its directors and officers.
These agreements require Sangamo, among other things, to indemnify such director
or officer against expenses (including attorneys' fees), judgments, fines and
settlements (collectively, "Liabilities") paid by such individual in connection
with any action, suit or proceeding arising out of such individual's status or
service as a director or officer of Sangamo (other than Liabilities arising from
willful misconduct or conduct that is knowingly fraudulent or deliberately
dishonest) and to advance expenses incurred by such individual in connection
with any proceeding against such individual with respect to which such
individual may be entitled to indemnification by Sangamo.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

The members of the Board of Directors, the executive officers of Sangamo and
persons who hold more than 10 percent of the outstanding Common Stock are
subject to the reporting requirements of Section 16 of the Securities Exchange
Act of 1934 which require them to file reports with respect to their ownership
of the Common Stock and their transactions in such Common Stock. Based upon
(i) the copies of Section 16 reports which Sangamo received from such persons
for their 2000 Fiscal Year transactions in the Common Stock and their Common
Stock holdings, and (ii) the written representations received from one or more
of such persons that no annual Form 5 reports were required to be filed by them
for the 2000 Fiscal Year, Sangamo believes that all reporting requirements under
Section 16 for such fiscal year were met in a timely manner by its directors,
executive officers and greater than ten percent beneficial owners except as set
forth below.

Lombard Odier filed an untimely Form 3 in connection with the consummation
of the initial public offering and an untimely Form 4 to report the sale of
Common Stock in October 2000.

ANNUAL REPORT

A copy of the Annual Report of Sangamo for the 2000 Fiscal Year has been
mailed concurrently with this Proxy Statement to all stockholders entitled to
notice of and to vote at the Annual Meeting. The Annual Report is not
incorporated into this Proxy Statement and is not considered Proxy solicitation
material.

FORM 10-K

Sangamo filed an Annual Report on Form 10-K with the Securities and Exchange
Commission on March 22, 2000. Stockholders may obtain a copy of this report,
without charge, by writing to Investor Relations at Sangamo's principal
executive offices located at 501 Canal Blvd, Suite A100, Richmond, California
94804.

THE BOARD OF DIRECTORS OF SANGAMO BIOSCIENCES, INC.

Dated: April 9, 2001

APPENDIX A

AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls; and the Corporation's auditing, accounting and financial reporting
processes generally. The Audit Committee's primary duties and responsibilities
are to:

A. Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control system;

B. Review and appraise the audit efforts of the Corporation's independent
accountants; and

C. Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more independent
directors.

All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee shall
have accounting or related financial management expertise.

III. MEETINGS

The Committee shall meet on a regular basis and shall hold special meetings
as circumstances require. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporation's financials.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

DOCUMENTS/REPORTS REVIEW

A. Review and update this Charter at least annually.

B. Review the organization's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered by
the independent accountants.

C. Review the regular internal financial reports prepared by the
Corporation.

INDEPENDENT ACCOUNTANTS

D. Recommend to the Board of Directors the selection of the independent
accountants and approve the fees and other compensation to be paid to the
independent accountants. On an annual basis, the Committee shall obtain a
formal written statement from the accountants delineating all relationships
between the accountants and the Corporation consistent with Independence
Standards Board Standard 1, and shall review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

E. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

F. Periodically consult with the independent accountants out of the presence
of management about internal controls and the completeness and accuracy of
the organization's financial statements.

FINANCIAL REPORTING PROCESSES

G. In consultation with the independent accountants, review the integrity of
the organization's financial reporting processes, both internal and
external.

H. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in its
financial reporting.

I. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants or management.

PROCESS IMPROVEMENT

J. Establish regular and separate systems of reporting to the Audit
Committee by management, the independent accountants regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such judgments.

K. Following completion of the annual audit, review separately with
management, the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions on
the scope of work or access to required information.

L. Review any significant disagreement among management and the independent
accountants in connection with the preparation of the financial statements.

M. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented. (This review should
be conducted at an appropriate time subsequent to implementation of changes
or improvements, as decided by the Committee.)

N. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board deems
necessary or appropriate.

DETACH HERE

PROXY

SANGAMO BIOSCIENCES, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, MAY 18, 2001

(SEE PROXY STATEMENT FOR DISCUSSION OF ITEMS)

The undersigned hereby appoints Shawn K. Johnson as proxy, with power of
substitution, to vote all shares of Sangamo BioSciences, Inc. Common Stock
which the undersigned is entitled to vote on all matters which may properly
come before the 2001 Annual Meeting of Stockholders of Sangamo BioSciences,
Inc., or any adjournment thereof.

- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------

SANGAMO BIOSCIENCES, INC.
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398

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VOTE BY TELEPHONE
- -----------------

It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683)

- ------------------------------------------------------------------------------
FOLLOW THESE FOUR EASY STEPS:

1. READ THE ACCOMPANYING PROXY STATEMENT AND PROXY CARD.

2. CALL THE TOLL-FREE NUMBER
1-877-PRX-VOTE (1-877-779-8683).

3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR
PROXY CARD ABOVE YOUR NAME.

4. FOLLOW THE RECORDED INSTRUCTIONS.
- ------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!

- ----------------
VOTE BY INTERNET
- ----------------

It's fast, convenient, and your vote is immediately confirmed and posted.

- ------------------------------------------------------------------------------
FOLLOW THESE FOUR EASY STEPS:

1. READ THE ACCOMPANYING PROXY STATEMENT AND PROXY CARD.

2. GO TO THE WEBSITE
http://www.eproxyvote.com/sgmo

3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR
PROXY CARD ABOVE YOUR NAME.

4. FOLLOW THE INSTRUCTIONS PROVIDED.
- ------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT!
Go to http://www.eproxyvote.com/sgmo anytime!

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

DETACH HERE

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- ------------------------------------------------------------------------------

1. Re-election of seven directors to serve for the ensuing year until their
successors are duly elected and qualified or until earlier death or
resignation.

NOMINEES: (01) Edward O. Lanphier, II (02) Herbert W. Boyer, Ph.D.,
(03) William G. Gerber, M.D., (04) Jon E. M. Jacoby, (05) John W.
Larson, (06) William J. Rutter, Ph.D., (07) Michael C. Wood.

FOR THE NOMINEES / / / / WITHHELD FROM THE NOMINEES

/ / ______________________________________
For all nominees except as noted above

2. The Appointment of Ernst & Young LLP as Independent Auditors.

FOR AGAINST ABSTAIN
/ / / / / /

THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED AS SPECIFIED ABOVE,
BUT IF NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR ITEMS 1 AND 2 AND AT
THE DISCRETION OF THE PROXY ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING.

MARK HERE / / MARK HERE / /
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING

NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
GIVE FULL NAME AND TITLE AS SUCH.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.

Signature:_______________ Date:________ Signature:_______________ Date:________