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 14, 2004

                                  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


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         (Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



                             SECTION 8--OTHER EVENTS

Item 8.01.  Other Events.

      On December 14, 2004, VaxGen, Inc. issued a press release entitled,
"VaxGen Provides Update on Financial Reaudit; Company Believes Process Will
Include Audit of Celltrion".

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

                  SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.  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 14, 2004, entitled, "VaxGen Provides
              Update on Financial Reaudit; Company Believes Process Will Include
              Audit of Celltrion".



                                    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 15, 2004                     By:   /s/ James M. Cunha
                                                --------------------------------
                                                      James M. Cunha
                                                  Chief Financial Officer



                                  EXHIBIT INDEX

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

99.1          Press release dated December 14, 2004, entitled, "VaxGen Provides
              Update on Financial Reaudit; Company Believes Process Will Include
              Audit of Celltrion".