8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  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):  April 28, 2005

AVIGEN, INC.
(Exact name of registrant as specified in charter)

Delaware	000-28272	13-3647113
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1301 Harbor Bay Parkway
Alameda, California  94502
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (510) 748-7150

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:

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

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

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

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

Item 2.02.   Results of Operations and Financial Condition.

          On April 28, 2005, Avigen, Inc. issued a press release announcing its first quarter of 2005 financial results.  A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

          The information in this Section 2.02 and in the press release attached as Exhibit 99.1 to this current report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.  The information contained in this Section 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Avigen, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01   Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release, dated April 28, 2005, announcing Avigen’s first quarter of 2005 financial results.

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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.

	AVIGEN, INC.
Dated:  April 29, 2005	By:	/s/ THOMAS J. PAULSON
		Thomas J. Paulson Vice President, Finance and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated April 28, 2005, announcing Avigen’s first quarter of 2005 financial results.

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EX-99.1

Exhibit 99.1

Avigen Reports Results for the Three Months Ended March 31, 2005

Alameda, CA, April 28, 2005 – Avigen, Inc. (Nasdaq: AVGN) today reported financial results for the three months ended March 31, 2005.  At March 31, 2005, Avigen had approximately $72 million in cash, cash equivalents, available-for-sale securities and restricted investments.  This compares with approximately $76 million at December 31, 2004.

Avigen reported revenue of $9,000 for the three months ended March 31, 2005, compared with $150,000 reported in the first quarter of 2004.  The revenue reported in the quarter ended March 31, 2004 included the recognition of $125,000 of the $2.5 million payment received from Bayer in the first quarter of 2003, which was being recognized ratably over five years.  In May of 2004, the agreement between Avigen and Bayer to develop a product for the treatment of hemophilia-B was terminated and the remaining $2.0 million of unrecognized revenue was reflected in Avigen’s Statement of Operations in the quarter ended June 30, 2004, thereby ending any future revenue recognition from the Bayer payment.

Total operating expenses for the three months ended March 31, 2005 were $5.5 million, thirty percent lower than the $7.9 million reported for the same period in 2004.  The decrease was primarily related to Avigen’s strategic decision last summer to realign, restructure and reduce staffing in July 2004 as part of the company’s move to exclusively focus on product development candidates for the treatment of serious neurological diseases and discontinue the hemophilia-B trial.

For the three months ended March 31, 2005, Avigen reported a net loss of $5.2 million, or $0.25 per share, compared with a net loss for the same period in 2004 of $7.3 million, or $0.36 per share.

About Avigen

Avigen, Inc., based in the San Francisco Bay Area, is committed to developing innovative therapeutics to treat serious disorders, primarily focused on neurological conditions. Avigen recently announced that it will exclusively focus on the development of traditional pharmaceutical products, particularly small molecules and biologics.  Additional information can be found at www.avigen.com.

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Contact:  Thomas J. Paulson
Chief Financial Officer
Avigen, Inc.
1301 Harbor Bay Parkway,  Alameda, CA 94502
Tel: 510-748-7150
FAX: 510-748-7155
Internet: tpaulson@avigen.com

AVIGEN, INC.

SELECTED FINANCIAL INFORMATION

STATEMENTS OF OPERATIONS

	Three months ended
(In thousands, except shares and per share information)	March 31, 2005			March 31, 2004
	(unaudited)
Revenue	$	9		$	150
Operating expenses
Research and development		3,641			5,099
General and administrative		1,879			2,827
Total operating expenses		5,520			7,926
Loss from operations		(5,511	)		(7,776	)
Net interest income and other expense		321			495
Net loss	$	(5,190	)	$	(7,281	)
Basic and diluted net loss per common share	$	(0.25	)	$	(0.36	)
Shares used in basic and diluted net loss per common share calculation		20,381,250			20,324,618

CONDENSED BALANCE SHEETS

(In thousands)	March 31, 2005		December 31, 2004
	(unaudited)		(1)
Cash, cash equivalents, available-for-sale securities and restricted investments - current	$	61,140	$	64,290
Accrued interest and other current assets		1,408		1,151
Total current assets		62,548		65,441
Restricted investments		10,428		11,928
Property and equipment, net		11,635		12,497
Deposits and other assets		587		641
Total assets	$	85,198	$	90,507
Current liabilities		1,653		1,568
Long-term obligations		9,072		9,064
Stockholders’ equity		74,473		79,875
Total liabilities and stockholders’ equity	$	85,198	$	90,507

(1) Derived from audited financial statements.