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): December 10, 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)

       Registrant's Telephone Number, Including Area Code: (650) 624-1000



Item 5. Other Events and Regulation FD Disclosure.

      On December 10, 2003, VaxGen, Inc. issued a press release entitled,
"VaxGen Completes Sale of $28.7 Million in Common Stock".

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

Item 7. Financial Statements and Exhibits.

      (a)   Financial Statements of Businesses Acquired. Not applicable.

      (b)   Pro Forma Financial Information. Not applicable.

      (c)   Exhibits.

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

      99.1        Press release dated December 10, 2003, entitled, "VaxGen
                  Completes Sale of $28.7 Million in Common Stock".



                                    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: December 11, 2003                By: /s/ Carter A. Lee
                                            ------------------------
                                            Carter Lee
                                            Senior Vice President
                                            Finance & Administration