8-K

                                  UNITED STATES
                       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): October 11, 2004

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

          Delaware                     000-21088                 93-0948554
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
      of incorporation)                                      Identification No.)

       10390 Pacific Center Court
         San Diego, California                                   92121-4340
(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (858) 646-1100

                                 Not Applicable.
         (Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

|_|   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))



Item 1.01 Entry into a Material Definitive Agreement.

      We entered into an employment offer letter effective October 11, 2004,
with Jill M. Church, pursuant to which Ms. Church joined us as our Vice
President, Chief Financial Officer and Secretary. Under the offer letter, Ms.
Church will receive an annual salary of $210,000 and a stock option to purchase
up to 60,000 shares of our common stock. The exercise price of the stock option
will be equal to the fair market value of our common stock on Ms. Church's hire
date and its other terms will be determined by our Stock Plan Committee pursuant
to our Stock Incentive Plan. Ms. Church will also be considered for a cash bonus
award of up to 25% of the base salary paid to her during 2005.

      Under the offer letter, Ms. Church's employment may be terminated by
either party at any time for any reason, with or without notice. However, if
during the first four years of Ms. Church's employment we terminate her
employment for any reason other than for cause or disability or she resigns her
employment for good reason (each as defined in the offer letter), we will
continue to pay Ms. Church her base compensation at the rate then in effect for
up to six months. These payments would be reduced by the amount of any other
compensation earned by Ms. Church during this period. If we terminate Ms.
Church's employment for cause or disability or she resigns her employment
without good reason, all compensation will cease immediately upon the last day
of her employment.

Item 5.02  Departure of Directors or Principal Officers;
           Election of Directors; Appointment of Principal Officers.

      On October 11, 2004, we issued a press release announcing the appointment
of Jill M. Church, age 43, as our Vice President, Chief Financial Officer and
Secretary. Ms. Church's term of office as an executive officer of the Company
will be determined in the discretion of our Board of Directors.

      From February 1999 until joining us, Ms. Church was Vice President of
Finance and Controller of dj Orthopedics, Inc., a publicly-traded medical device
company, where she held broad responsibilities in finance, accounting, treasury,
risk management, and corporate governance. From September 1994 until joining dj
Orthopedics, Ms. Church served as an audit manager for the San Diego office of
Ernst & Young LLP, where her clients included life sciences, computer software
and telecommunications companies as well as government contractors. From June
1990 until joining Ernst & Young, she was Division Controller at Medical Imaging
Centers of America, Inc., a chain of freestanding imaging centers and mobile
imaging centers, where she held divisional accounting and financial reporting
responsibilities. Ms. Church received a B.S. degree in business administration
and accounting from San Diego State University, and is a Certified Public
Accountant.

      A description of the material terms of Ms. Church's employment offer
letter is set forth in Item 1.01 above. A copy of the press release we issued
with respect to Ms. Church's appointment is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

      (c) Exhibits.

      Exhibit No.       Description

      99.1              Press Release of Vical Incorporated dated October 11,
                        2004, announcing the appointment of Jill M. Church as
                        Vice President, Chief Financial Officer and Secretary.



                                   SIGNATURES

      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.

                                       VICAL INCORPORATED

Date: October 12, 2004                 By: /s/ VIJAY B. SAMANT
                                           -------------------------------------
                                           Vijay B. Samant
                                           President and Chief Executive Officer



                                INDEX TO EXHIBITS

Exhibit No.       Description

99.1              Press Release of Vical Incorporated dated October 11, 2004,
                  announcing the appointment of Jill M. Church as Vice
                  President, Chief Financial Officer and Secretary.

EX-99.1

                                                                    Exhibit 99.1

               Vical Appoints Church as Chief Financial Officer

    SAN DIEGO, Oct. 11 /PRNewswire-FirstCall/ -- Vical Incorporated
(Nasdaq: VICL) today announced the appointment of Jill M. Church as Vice
President, Chief Financial Officer and Secretary.
    Since February 1999, Ms. Church has been Vice President of Finance and
Controller of dj Orthopedics, Inc., a publicly-traded company, where she held
broad responsibilities in finance, accounting, treasury, risk management, and
corporate governance.  For nearly five years before joining dj Orthopedics,
Ms. Church served as an audit manager for the San Diego office of Ernst &
Young, LLP, where her clients included life sciences, computer software and
telecommunications companies as well as government contractors.  Prior to
joining Ernst & Young, she was Division Controller at Medical Imaging Centers
of America, Inc., with divisional accounting and financial reporting
responsibilities.  Ms. Church received a B.S. degree in business
administration and accounting from San Diego State University, and is a
Certified Public Accountant.
    Vijay B. Samant, Vical's President and Chief Executive Officer, said, "We
are pleased to welcome Jill as a member of Vical's senior management team.
Her significant financial experience, knowledge of corporate governance best
practices, and familiarity with the healthcare industry will be assets to the
company."

    About Vical
    Vical researches and develops biopharmaceutical products based on its
patented DNA delivery technologies for the prevention and treatment of serious
or life-threatening diseases.  Potential applications of the company's DNA
delivery technology include DNA vaccines for infectious diseases or cancer, in
which the expressed protein is an immunogen; cancer immunotherapeutics, in
which the expressed protein is an immune system stimulant; and cardiovascular
therapies, in which the expressed protein is an angiogenic growth factor.  The
company has retained all rights to its internally developed product
candidates.  In addition, the company collaborates with major pharmaceutical
companies and biotechnology companies that give it access to complementary
technologies or greater resources.  These strategic partnerships provide the
company with mutually beneficial opportunities to expand its product pipeline
and serve significant unmet medical needs.  Additional information on Vical is
available at www.vical.com.

    This press release contains forward-looking statements subject to risks
and uncertainties that could cause actual results to differ materially from
those projected.  Forward-looking statements include statements about current
and potential applications of Vical's technology, the potential for future
business collaborations and financial transactions, as well as the company's
focus, collaborative partners, and product candidates.  Risks and
uncertainties include whether the company's technology will be successfully
applied, whether the company will enter into additional collaborations,
whether the company will successfully complete additional financings and
whether such financings will be sufficient to meet the company's needs for
capital, whether any product candidates will be shown to be safe and effective
in clinical trials, the timing, nature and cost of clinical trials, whether
Vical or its collaborative partners will seek or gain approval to market any
product candidates, whether Vical or its collaborative partners will succeed
in marketing any product candidates, and additional risks set forth in the
company's filings with the Securities and Exchange Commission.  These
forward-looking statements represent the company's judgment as of the date of
this release.  The company disclaims, however, any intent or obligation to
update these forward-looking statements.

SOURCE  Vical Incorporated
    -0-                             10/11/2004
    /CONTACT:  Investors, Alan R. Engbring of Vical Incorporated,
+1-858-646-1127, or Media, Susan Neath of Atkins + Associates,
+1-858-527-3486, for Vical Incorporated/
    /Web site:  http://www.vical.com /
    (VICL)

CO:  Vical Incorporated
ST:  California
IN:  HEA MTC
SU:  PER