Exhibit 99.1

                VaxGen Announces Changes to Management and Board
          Executives to Pursue Foundation for HIV Vaccine Development;
               Director Resigns After Accepting Position at Amgen

      BRISBANE, Calif. - January 20, 2004 - VaxGen, Inc. (Nasdaq: VXGN)
announced today that three of its senior executives will be leaving the company
to pursue the formation of a not-for-profit foundation for the advancement of
HIV vaccine research and development. VaxGen was formed in 1995 to develop an
HIV vaccine but has more recently shifted its focus to other biologic products,
particularly biodefense vaccines.

      Donald P. Francis, M.D., D.Sc., president, and Phillip Berman, Ph.D.,
senior vice president of Research and Development, will leave the company as of
February 1, 2004. Francis and Berman are also stepping down from the company's
board of directors. Both will remain as consultants to the company.

      Carter A. Lee, senior vice president, Finance and Administration, will
join Francis and Berman in pursuing the HIV vaccine foundation but will stay
with VaxGen long enough to oversee the preparation of the company's 2003
financial statements and to provide an orderly transition for an incoming chief
financial officer.

      A search for replacements for Berman and Lee is underway.

      "The departures of Don, Phil and Carter are in keeping with their
commitments to develop an HIV vaccine and reflect the evolution of VaxGen from
an HIV vaccine company to one with a broader product portfolio and focus," said
Lance K. Gordon, Ph.D., chief executive officer. "All of them made significant
contributions to VaxGen and leave the company with our blessing and hopes for
continued success."

      Francis said: "Developing an effective HIV vaccine is an expensive and
lengthy process fraught with immense scientific challenges. But given our
experience with HIV and the lessons we have learned during the many years we
have spent in vaccine development, Phil, Carter and I believe that we can make
an important contribution to the field. Our goal is to form a not-for-profit
foundation to fund the most promising HIV vaccine candidates for developing
countries where the disease takes a disproportionate toll on human life."

      Separately, VaxGen announced that David W. Beier, a member of the
company's board of directors since November 2001, has resigned. Beier was
required to relinquish his position with VaxGen after recently accepting the
position of senior vice president, Global Government Affairs, with Amgen, Inc.
VaxGen is undertaking a search for his replacement.

      "David was a valuable member of our board and will be missed," Gordon
said. "We wish him well in his new endeavor at Amgen."



      About VaxGen

      VaxGen, Inc. is a biopharmaceutical company engaged in the development,
manufacture and commercialization of biologic products for the prevention and
treatment of human infectious diseases. Based in Brisbane, Calif., the company
is developing preventive vaccines against anthrax, smallpox and plague. The
company also is the largest shareholder in Celltrion, Inc., a joint venture
formed to build operations for the manufacture of biopharmaceutical products,
including VaxGen's product candidates. Although the company is continuing to
conduct research on its HIV vaccine candidate, AIDSVAX(R), all such work is
funded by government grants, and the company does not plan to undertake
additional work on the vaccine unless it is funded by similar means.

For more information, please visit the company's web site at: www.vaxgen.com

Contact:
Lance Ignon
Vice President, Corporate Communications
(650) 624-1041