GERON CORP — Capital/Financing Update 2009

Dec 2, 2009

CORRESP 1 filename1.htm

[GERON CORPORATION LETTERHEAD]

December 2, 2009

Securities and Exchange Commission
Washington, D.C. 20549
Attn:	Jeffrey Riedler, Assistant
Director
	John L.
Krug, Senior Counsel

VIA FACSIMILE AND EDGAR TRANSMISSION : 202-772-9291

Re:
Registration Statement on Form S-3
File No. 333-163136

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. 333-163136) of Geron Corporation (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m. EST on Thursday, December 3, 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 November 23, 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.

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:
Mark
V. Roeder, Esq.
Cindy F. Leeper, Esq.