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 AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 13, 2007

Avigen, Inc.
(Exact name of registrant as specified in charter)

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

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))

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Item 8.01 Other Events.

     At a meeting held on February 13, 2007, the Board of Directors of Avigen, Inc., (the “Company”), approved an increase in the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares. Such increase was approved by the stockholders of the Company at its annual meeting held on May 30, 2007. On June 11, 2007, the Company filed a Certificate of Amendment of Certificate of Incorporation effecting the increase with the Secretary of State of the State of Delaware.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1.2	Certificate of Amendment of Certificate of Incorporation.

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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.
	(Registrant)
Date: June 26, 2007	/s/ Andrew A. Sauter
	Andrew A. Sauter
	Vice President, Finance

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EXHIBIT INDEX
Exhibit No.	Description
3.1.2	Certificate of Amendment of Certificate of Incorporation.

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EX-3.1.2

Exhibit 3.1.2

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
AVIGEN, INC.

     AVIGEN,INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:

     FIRST: The name of the Corporation is AVIGEN, INC.

     SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is October 22, 1992.

     THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

Article IV. A. shall be amended and restated to read in its entirety as follows:

“A. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is One Hundred Five Million (105,000,000) shares. One Hundred Million (100,000,000) shares shall be Common Stock, each having par value of one-tenth of one cent ($0.001). Five Million (5,000,000) shares shall be Preferred Stock, each having par value of one-tenth of one cent ($0.001).”

     FOURTH: Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, AVIGEN,INC. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer and attested to by its Secretary this 11th day of June, 2007.

AVIGEN, INC.
By:	/s/ Kenneth G. Chahine
	Kenneth G. Chahine
	President and Chief Executive Officer