As filed with the Securities and Exchange Commission on July 31, 1998.
File No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VICAL INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware 93-0948554
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

9373 Towne Centre Drive, Suite 100
San Diego, California 92121
- ------------------------------------ ------------------------------------
(Address of Principal (Zip Code)
Executive Offices)

STOCK INCENTIVE PLAN OF VICAL INCORPORATED
------------------------------------------
(Full title of the plan)

Copy to:
ALAIN B. SCHREIBER, M.D. THOMAS E. SPARKS, JR.
President and Chief Executive Officer PILLSBURY MADISON & SUTRO LLP
VICAL INCORPORATED Post Office Box 7880
9373 Towne Centre Drive, Suite 100 San Francisco, California 94120
San Diego, California 92121 (415) 983-1000
------------------------------------ ------------------------------------
(Name, address and telephone
number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)

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Common Stock, 750,000 shares $13.75 $10,312,500 $3,043
$.01 par value
- -----------------------------------------------------------------------------------------------------------

(1) Calculated pursuant to General Instruction E to Form S-8
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
of the Registrant's Common Stock as reported on The Nasdaq National Market
on July 29, 1998.

--------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8

GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission on April 9, 1993 (File No. 33-60826), July 15, 1994 (File
No. 33-81602) and June 27, 1997 (File No. 333-30181) are hereby incorporated by
reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

(1) Registrant's Annual Report on Form 10-K (File No. 0-21088) for the
fiscal year ended December 31, 1997, which contains, among other things, the
financial statements of Registrant for the fiscal year ended December 31, 1997
together with the report thereon of Arthur Andersen LLP, independent public
accountants.

(2) Registrant's Quarterly Report on Form 10-Q (File No. 0-21088) for the
quarter ended March 31, 1998.

(3) The description of Registrant's common stock contained in Registrant's
Registration Statement on Form 8-A (File No. 0-21088).

In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on July 29, 1998.

VICAL INCORPORATED

By: /s/ Alain B. Schreiber
--------------------------------------
Alain B. Schreiber
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alain B. Schreiber or Martha J. Demski his
attorney-in-fact, with power of substitution for him in any and all capacities,
to sign any amendments to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue thereof.

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

Signature Title Date
--------- ----- ----

/s/ Alain B. Schreiber, M.D. President, Chief Executive Officer July 29, 1998
------------------------------------- (Principal Executive Officer) and
Alain B. Schreiber, M.D. Director

/s/ Martha J. Demski Vice President, Chief Financial July 29, 1998
------------------------------------- Officer and Treasurer (Principal
Martha J. Demski Financial Officer and Accounting
Officer)

/s/ Robert C. Bellas, Jr. Director July 29, 1998
-------------------------------------
Robert C. Bellas, Jr.

/s/ Patrick F. Latterell Director July 29, 1998
-------------------------------------
Patrick F. Latterell

/s/ Fred A. Middleton Director July 29, 1998
-------------------------------------
Fred A. Middleton

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Signature Title Date
--------- ----- ----

/s/ Philip M. Young Director July 29, 1998
-------------------------------------
Philip M. Young

/s/ Dale A. Smith Director July 29, 1998
-------------------------------------
Dale A. Smith

/s/ M. Blake Ingle Director July 29, 1998
-------------------------------------
M. Blake Ingle

/s/ Gary A. Lyons Director July 29, 1998
-------------------------------------
Gary A. Lyons

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INDEX TO EXHIBITS

Exhibit
Number Exhibit
------- -------

5.1 Opinion regarding legality of securities to be offered.

10.1 Stock Incentive Plan of Vical Incorporated.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1).

25.1 Power of Attorney (see page 3).

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