AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996

REGISTRATION NO. 333-07645

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMMUSOL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 2834 33-0502473
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

3050 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(619) 677-0182
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

TSVI GOLDENBERG, PH.D.
CHIEF EXECUTIVE OFFICER
IMMUSOL, INC.
3050 SCIENCE PARK ROAD, 2ND FLOOR
SAN DIEGO, CALIFORNIA 92121
(619) 677-0182
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

WITH COPIES TO:

CRAIG S. ANDREWS, ESQ. WILLIAM H. HINMAN, JR., ESQ.
FAYE H. RUSSELL, ESQ. SHEARMAN & STERLING
MARTIN C. NICHOLS, ESQ. 555 CALIFORNIA STREET
BROBECK, PHLEGER & HARRISON LLP SAN FRANCISCO, CALIFORNIA 94101-1522
550 WEST "C" STREET, SUITE 1300 (415) 616-1100
SAN DIEGO, CALIFORNIA 92101
(619) 234-1966

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: /X/

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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2

EXPLANATORY NOTE

This Amendment No. 1 (this "Amendment") is being filed solely for the
purpose of filing exhibits to the Registration Statement on Form S-1
(Registration No. 333-07645) (the "Registration Statement") originally filed by
Immusol, Inc. with the Securities and Exchange Commission on July 3, 1996. This
Amendment does not contain a copy of the prospectus or financial statement
schedule included in the Registration Statement, which are unchanged from the
prospectus and financial statement schedule included in the Registration
Statement.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates,
except for the registration fee, the Nasdaq National Market filing fee and the
NASD fee.

Registration fee.................................................. $ 13,087
Nasdaq National Market fee........................................ 22,250
NASD fee.......................................................... 4,295
Blue Sky fees and expenses........................................ 22,500
Printing and engraving expenses................................... 100,000
Legal fees and expenses........................................... 250,000
Accounting fees and expenses...................................... 100,000
Transfer Agent and Registrar fees................................. 5,000
Miscellaneous expenses............................................ 82,868
--------
Total................................................... $600,000
========

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

(a) Section 317 of the California General Corporation Law provides for the
indemnification of officers and directors of the Company against expenses,
judgments, fines and amounts paid in settlement under certain conditions and
subject to certain limitations.

(b) Article VI of the Bylaws of the Company provides that the Company shall
have power to indemnify any person who is or was an agent of the Company as
provided in Section 317 of the California General Corporation Law. The rights to
indemnity thereunder continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director or officer in defending a civil or criminal action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Company (or was serving at the Company's request as a director or officer of
another corporation) shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company as authorized by the relevant section of the California General
Corporation Law.

(c) Article IV of the Company's Articles of Incorporation provides that the
liability of the directors of the Company for monetary damages shall be
eliminated to the fullest extent permissible under California law. Accordingly,
a director will not be liable for monetary damages for breach of duty to the
Company or its shareholders in any action brought by or in the right of the
Company. However, a director remains liable to the extent required by law (i)
for acts or omissions that involve intentional misconduct or a knowing and
culpable violation of law, (ii) for acts or omissions that a director believes
to be contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the Company or its shareholders, (v) for
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Company or its
shareholders, (vi) for any act or omission occurring prior to the date when the
exculpation provision became effective and (vii) for any act or omission as an
officer, notwithstanding that the officer is also a director or that his or her
actions, if negligent or improper, have been ratified by the directors. The
effect of the provisions in the Articles of Incorporation is to eliminate the
rights of the Company and its shareholders (through shareholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for

II-1
4

breach of duty as a director, including breaches resulting from negligent
behavior in the context of transactions involving a change of control of the
Company or otherwise, except in the situations described in clauses (i) through
(vii) above. These provisions will not alter the liability of directors under
federal securities laws.

(d) Pursuant to authorization provided under the Articles of Incorporation,
in connection with this Offering, the Company will enter into indemnification
agreements with each of its directors and officers. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by California law as it may be amended from time to time. Moreover, the
indemnification agreements provide for certain additional indemnification. Under
such additional indemnification provisions, however, an individual will not
receive indemnification for judgments, settlements or expenses if he or she is
found liable to the Company (except to the extent the court determines he or she
is fairly and reasonably entitled to indemnity for expenses), for settlements
not approved by the Company or for settlements and expenses if the settlement is
not approved by the court. The indemnification agreements provide for the
Company to advance to the individual any and all reasonable expenses (including
legal fees and expenses) incurred in investigating or defending any such action,
suit or proceeding. In order to receive an advance of expenses, the individual
must submit to the Company copies of invoices presented to him or her for such
expenses. Also, the individual must repay such advances upon a final judicial
decision that he or she is not entitled to indemnification. The Company's Bylaws
contain a provision of similar effect relating to advancement of expenses to a
director or officer, subject to an undertaking to repay if it is ultimately
determined that indemnification is unavailable.

(e) The Underwriting Agreement (Exhibit 1.1 hereto) contains provisions by
which the Underwriters have agreed to indemnify the Company, each person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act, each director of the Company, and each officer of the Company who signs
this Registration Statement, with respect to information furnished in writing by
or on behalf of the Underwriters for use in the Registration Statement.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since May 31, 1993, the Company has sold and issued the following
unregistered securities:

(1) From May 31, 1993 to May 31, 1996, the Company issued an aggregate
of 1,886,500 options to purchase shares of Common Stock under the Prior
Plan and an aggregate of 64,000 shares of Common Stock were issued through
the exercise of options granted under the Prior Plan. For additional
information concerning these transactions, reference is made to the
information contained under the caption "Management -- Benefit Plans" in
the form of the Prospectus included herein.

(2) On May 3, 1995, the Company issued an aggregate of 915,477 shares
of Series B-1 Preferred Stock to Pfizer Inc. for an aggregate consideration
of $4,998,594.

The sales and issuances of securities in the above transactions were deemed
to be exempt under the Act by virtue of Section 4(2) thereof and/or Regulation D
and Rule 701 promulgated thereunder as transactions not involving any public
offering. The purchasers in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution thereof.
Appropriate legends were affixed to the stock certificates issued in such
transactions. Similar representations of investment intent were obtained and
similar legends imposed in connection with any subsequent transfers of any such
securities. The Company believes that all recipients had adequate access,
through employment or other relationships, to information about the Company to
make an informed investment decision.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

EXHIBIT
NUMBER
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+1.1 Form of Underwriting Agreement.
+3.1 Amended and Restated Articles of Incorporation of the Company.

II-2
5

EXHIBIT
NUMBER
- -------

+3.2 Form of Second Amended and Restated Articles of Incorporation of the Company to be
effective immediately prior to this Offering.
+3.3 Bylaws of the Company, as amended.
+3.4 Form of Amended and Restated Bylaws of the Company to be effective upon completion
of this Offering.
+4.1 Form of Certificate for Common Stock.
+5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the Common Stock being
registered.
+10.1 Waiver of Registration Rights by BankAmerica Ventures, effective June 25, 1996.
+10.2 Amended and Restated Shareholder Rights Agreement among the Company and certain
shareholders of the Company, dated May 3, 1995.
+10.3 Immusol, Inc. Preferred Stock Purchase Agreement among the Company and the
purchasers identified on Exhibit A to the Agreement, dated May 3, 1995.
+10.4 Loan and Security Agreement between the Company and Silicon Valley Bank dated April
3, 1996.
+10.5 Amendment to Loan and Security Agreement between the Company and Silicon Valley
Bank dated May 15, 1996.
+10.6 Sublease for the Company's facilities at 3050 Science Park Road, dated March 11,
1996.
+10.7 First Amendment to Sublease for the Company's facilities at 3050 Science Park Road,
dated June 6, 1996.
*10.8 Exclusive License Agreement between the Company and The Regents of the University
of California, dated December 7, 1993.
+*10.9 Collaborative Research Agreement between the Company and Pfizer Inc., dated May 3,
1995.
+*10.10 License and Royalty Agreement between the Company and Pfizer Inc., dated May 3,
1995.
+10.11 Co-Founder Agreement between the Company and Flossie Wong-Staal, Ph.D., dated
February 16, 1993.
+10.12 Offer Letter to Dr. Tsvi Goldenberg dated April 26, 1994.
+10.13 Offer Letter to Jack Barber dated August 23, 1994.
+10.14 Pfizer Letter dated July 1, 1996.
+10.15 The Company's 1992 Stock Plan, as amended.
+10.16 1992 Stock Option Plan Form of Incentive Stock Option Agreement and Exercise
Notice.
+10.17 1992 Stock Option Plan Form of Nonstatutory Option Agreement and Exercise Notice.
+10.18 1996 Stock Option/Stock Issuance Plan.
+10.19 1996 Stock Option/Stock Issuance Plan Form of Notice of Grant.
+10.20 1996 Stock Option/Stock Issuance Plan Form of Stock Option Agreement.
+10.21 Form of Proprietary Information Agreement.
+10.22 Form of Scientific Advisory Board Agreement.
+10.23 Form of Indemnification Agreements between the Company and each of its directors.
+10.24 Form of Indemnification Agreement between the Company and each of its officers.
+11.1 Computation of pro forma net income (loss) per share.
+14.1 List of Material Foreign Patents.
+23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion filed as
Exhibit 5.1).

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EXHIBIT
NUMBER
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+23.2 Consent of Ernst & Young LLP, Independent Auditors (see Page II-6).
+24.1 Power of Attorney (See Page II-5).
27.1 Financial Data Schedule

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+ To be filed by Amendment.

* Certain confidential portions of this Exhibit were omitted by means of
blacking out the text (the "Mark"). This Exhibit has been filed separately
with the Secretary of the Commission without the Mark pursuant to the
Company's Application Requesting Confidential Treatment under Rule 406 under
the Securities Act.

+ Previously filed.

(b) Financial Statement Schedules included separately in the Registration
Statement. All other schedules are omitted because they are not required, are
not applicable or the information is included in the Financial Statements or
Notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described in Item 14, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, County of San
Diego, State of California, on the 5th day of July, 1996.

IMMUSOL, INC.

By: /s/ TSVI GOLDENBERG, PH.D.

------------------------------------
Tsvi Goldenberg, Ph.D.
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Tsvi Goldenberg and Jack Barber, or either of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any registration statement
related to this Registration Statement and filed pursuant to Rule 462 under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------------- ----------------------------------------- -------------

/s/ TSVI GOLDENBERG Chairman of the Board, Chief Executive July 5, 1996
- ------------------------------------- Officer and Director (Principal
Tsvi Goldenberg Executive Officer)
* Director of Finance and Acting Chief July 5, 1996
- ------------------------------------- Financial Officer (Principal Financial
J. Stanhope Blackburn and Accounting Officer)
Director July 5, 1996
- -------------------------------------
Anchie Kuo
* Director July 5, 1996
- -------------------------------------
Frank Litvack
* Director July 5, 1996
- -------------------------------------
Melvin Perelman
* Director July 5, 1996
- -------------------------------------
Flossie Wong-Staal
/s/ TSVI GOLDENBERG
- -------------------------------------
Tsvi Goldenberg
Attorney-in-Fact

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EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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+1.1 Form of Underwriting Agreement...........................................
+3.1 Amended and Restated Articles of Incorporation of the Company............
+3.2 Form of Second Amended and Restated Articles of Incorporation of the
Company to be effective immediately prior to this Offering...............
+3.3 Bylaws of the Company, as amended........................................
+3.4 Form of Amended and Restated Bylaws of the Company to be effective upon
completion of this Offering..............................................
+4.1 Form of Certificate for Common Stock.....................................
+5.1 Opinion of Brobeck, Phleger & Harrison LLP with respect to the Common
Stock being registered...................................................
+10.1 Waiver of Registration Rights by BankAmerica Ventures, effective June 25,
1996.....................................................................
+10.2 Amended and Restated Shareholder Rights Agreement among the Company and
certain shareholders of the Company, dated May 3, 1995...................
+10.3 Immusol, Inc. Preferred Stock Purchase Agreement among the Company and
the purchasers identified on Exhibit A to the Agreement, dated May 3,
1995.....................................................................
+10.4 Loan and Security Agreement between the Company and Silicon Valley Bank
dated April 3, 1996......................................................
+10.5 Amendment to Loan and Security Agreement between the Company and Silicon
Valley Bank dated May 15, 1996...........................................
+10.6 Sublease for the Company's facilities at 3050 Science Park Road, dated
March 11, 1996...........................................................
+10.7 First Amendment to Sublease for the Company's facilities at 3050 Science
Park Road, dated June 6, 1996............................................
*10.8 Exclusive License Agreement between the Company and The Regents of the
University of California, dated December 7, 1993.........................
+*10.9 Collaborative Research Agreement between the Company and Pfizer Inc.,
dated May 3, 1995........................................................
+*10.10 License and Royalty Agreement between the Company and Pfizer Inc., dated
May 3, 1995..............................................................
+10.11 Co-Founder Agreement between the Company and Flossie Wong-Staal, Ph.D.,
dated February 16, 1993..................................................
+10.12 Offer Letter to Dr. Tsvi Goldenberg dated April 26, 1994.................
+10.13 Offer Letter to Jack Barber dated August 23, 1994........................
+10.14 Pfizer Letter dated July 1, 1996.........................................
+10.15 The Company's 1992 Stock Plan, as amended................................
+10.16 1992 Stock Option Plan Form of Incentive Stock Option Agreement and
Exercise Notice..........................................................
+10.17 1992 Stock Option Plan Form of Nonstatutory Option Agreement and Exercise
Notice...................................................................
+10.18 1996 Stock Option/Stock Issuance Plan....................................
+10.19 1996 Stock Option/Stock Issuance Plan Form of Notice of Grant............
+10.20 1996 Stock Option/Stock Issuance Plan Form of Stock Option Agreement.....
+10.21 Form of Proprietary Information Agreement................................
+10.22 Form of Scientific Advisory Board Agreement..............................
+10.23 Form of Indemnification Agreements between the Company and each of its
directors................................................................
+10.24 Form of Indemnification Agreement between the Company and each of its
officers.................................................................
+11.1 Computation of pro forma net income (loss) per share.....................

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------- ------------

+14.1 List of Material Foreign Patents.........................................
+23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
filed as Exhibit 5.1)....................................................
+23.2 Consent of Ernst & Young LLP, Independent Auditors (see Page II-6).......
+24.1 Power of Attorney (See Page II-5)........................................
27.1 Financial Data Schedule. ................................................

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+ To be filed by Amendment.

+ Previously filed.