SECURITIES AND EXCHANGE COMMISSION
                             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): November 14, 2003

                                  VAXGEN, INC.
             (Exact name of Registrant as Specified in its Charter)

          DELAWARE                       0-26483                94-3236309
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                           Identification Number)

             1000 MARINA BLVD., SUITE 200 BRISBANE, CALIFORNIA 94005
                  (Address of Principal Administrative Offices)

        Registrants Telephone Number, Including Area Code: (650) 624-1000



Item 5.  Other Events and Regulation FD Disclosure.

      On November 14, 2003, VaxGen, Inc. issued a press release entitled,
"VaxGen Will Restate Accounting Treatment for Warrants; Company Intends to
Announce Third-Quarter Results on or Before Nov. 20".

      This press release is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (c) Exhibits.

Exhibit No.                Description
- -----------                -----------

      99.1      Press release dated November 14, 2003, entitled, "VaxGen Will
                Restate Accounting Treatment for Warrants; Company Intends to
                Announce Third-Quarter Results on or Before Nov. 20".



                                    SIGNATURE

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.

                                                            VaxGen, Inc.
                                                            (Registrant)

Dated: November 17, 2003                        By:   /s/ Carter A. Lee
                                                     ---------------------------
                                                     Carter Lee
                                                     Senior Vice President
                                                     Finance & Administration