WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of Earliest Event Reported): January 6, 2006

                                GERON CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                   0-20859                   75-2287752
(State or other jurisdiction    (Commission File Number)       (IRS Employer
        of incorporation)                                    Identification No.)

                             230 CONSTITUTION DRIVE
                          MENLO PARK, CALIFORNIA 94025
          (Address of principal executive offices, including zip code)

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

          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01         Entry into a Material Definitive Agreement.

     On January 6, 2006, the Compensation Committee of the Board of Directors of
Geron Corporation (the "Company") approved bonus payments for fiscal year 2005
in the form of shares of the Company's Common Stock for the following executive
officers in the amounts set forth opposite the name of each executive officer.

------------------------------------------- ------------------------------------
  Name                                        Bonus Amount

------------------------------------------- ------------------------------------
  David J. Earp, J.D., Ph.D.                  11,323 shares of Common Stock

------------------------------------------- ------------------------------------
  David L. Greenwood                          16,212 shares of Common Stock

------------------------------------------- ------------------------------------
  Calvin B. Harley, Ph.D.                     9,183 shares of Common Stock

------------------------------------------- ------------------------------------
  Melissa A. Kelly                            8,441 shares of Common Stock

------------------------------------------- ------------------------------------
  Jane S. Lebkowski, Ph.D.                    10,676 shares of Common Stock

------------------------------------------- ------------------------------------
  Thomas B. Okarma, M.D., Ph.D.               25,129 shares of Common Stock

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

     Bonus payments for fiscal year 2005 in the form of the Company's Common
Stock were also approved for other employees of the Company. All stock bonuses
for the Company's executive officers and employees were issued pursuant to the
terms of the Company's 2002 Equity Incentive Plan, and none are subject to


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       GERON CORPORATION

Date: January 10, 2006                 By: /s/ Thomas B. Okarma
                                           Thomas B. Okarma
                                           President and Chief Executive Officer