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):  January 10, 2006

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

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

Item 1.01.  Entry into a Material Definitive Agreement.

On January 10, 2006, Thomas J. Paulson resigned as the Chief Financial Officer of Avigen, Inc.  In connection with Mr. Paulsons’s resignation, Avigen has agreed to pay him his base salary for a period of one year and continued health benefits for a period of 12 months following his resignation.  In addition, Avigen modified outstanding stock options held by Mr. Paulson to allow for six months of additional vesting and an extended period to exercise all vested stock options representing the lesser of 24 months from the date of resignation or the maximum contract life.

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:  February 17, 2006	By:	/s/  M. Christina Thomson
		M. Christina Thomson
		Vice President, Corporate Counsel