8-K

                       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): January 24, 2002



                                  GENVEC, INC.
                 (Exact name of issuer as specified in charter)


           Delaware                         0-24469               23-2705690
       --------------                    ------------         -----------------
  (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
       of incorporation)                                     Identification No.)


                            65 West Watkins Mill Road
                                Gaithersburg, MD
                               -------------------
                    (Address of principal executive offices)

                                      20878
                                      -----
                                   (Zip code)

                                 (240) 632-0740
                                 --------------
              (Registrant's telephone number, including area code)





Item 5.  Other Events

         On January 24, 2002, GenVec, Inc. announced by means of a press release
that Pfizer, Inc. has elected to discontinue co-development of BioBypass(R) with
GenVec. As a result, Pfizer returns its development and commercialization rights
in BioBypass(R) to GenVec and will not share in any royalties from potential
future sales. The decision to end the partnership was based upon business
considerations and not on data from the ongoing Phase II clinical trials of
BioBypass(R) in coronary artery disease and peripheral vascular disease. The
press release, a copy of which is set forth as Exhibit 99.1 hereto, is
incorporated herein by reference.







Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

99.1     Text of Press Release, dated January 24, 2002.





                                   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.


                                          GENVEC, INC.
                                          (Registrant)



                                          /s/ PAUL H. FISCHER
                                          -----------------------------------
                                          Paul H. Fischer, Ph.D.
                                          President and
                                          Chief Executive Officer

Date:  January 25, 2002

EX-99.1

                                                                    Exhibit 99.1


Company Contact
Mary P. Sundeen
Executive Director, Corporate Communications
(240) 632-5533
(240) 372-7194
msundeen@genvec.com (mailto:msundeen@genvec.com)

   GENVEC ANNOUNCES END OF PFIZER PARTNERSHIP FOR DEVELOPMENT OF BIOBYPASS(R)

  GENVEC INTENDS TO TAKE BIOBYPASS(R) INTO PHASE III CLINICAL TRIALS NEXT YEAR


                  GAITHERSBURG, MD (January 24, 2002) - GenVec, Inc.

(Nasdaq:GNVC), a biopharmaceutical company developing gene-based medicines,
today announced that Pfizer, Inc. has elected to discontinue co-development of
BioBypass with GenVec. As a result, Pfizer returns its development and
commercialization rights in BioBypass(R) to GenVec and will not share in any
royalties from potential future sales. Both GenVec and Pfizer management
emphasized that the decision to end the partnership was based upon business
considerations and not on data from the ongoing Phase II clinical trials of
BioBypass(R) in coronary artery disease and peripheral vascular disease.

         Pfizer will maintain responsibility for costs associated with the
ongoing Phase II clinical trials of BioBypass(R) over the next 6 months,
including the costs relating to the successful transfer of the trials to GenVec.

         Dr. Paul H. Fischer, GenVec's President and Chief Executive Officer
stated, "GenVec and Pfizer have successfully moved BioBypass(R) into late-stage
Phase II clinical trials for two indications, coronary artery disease and
peripheral vascular disease. Now,






and over the next six months, we will work closely with Pfizer to successfully
transfer the ongoing clinical trials to GenVec." Dr. Fischer continued, "Neither
Pfizer, nor GenVec, has seen the blinded data from these Phase II clinical
trials, though we expect to have our first access to the data in the second half
of this year. If those data show clinical benefit, GenVec plans to take full
advantage of its ownership of BioBypass."

         GenVec will hold a conference call for investors and analysts at
10:00am Eastern Standard Time on Thursday, January 24, 2002. To access the live
conference call, please dial 800-576-8929 from within the U.S. and Canada, or
706-679-0624 for international callers, approximately five to ten minutes prior
to the start of the call. The conference leader will be Dr. Paul H. Fischer. The
call will also be available in listen-only mode through the Company's web site
at WWW.GENVEC.COM. A replay will be available for 30 days beginning
approximately two hours after the conference ends.

          GenVec is a publicly held biotechnology company focused on the
development and commercialization of novel gene-based therapies that produce
medically beneficial proteins at the site of disease. The company combines its
patented gene transfer technologies with proprietary therapeutic genes to create
product candidates, including BioBypass(R) angiogen for cardiovascular disease,
TNFerade(TM) for oncology and AdPEDF for ophthalmology. Additional information
on GenVec is available at its web site located at WWW.GENVEC.COM and in the
company's various filings with the Securities and Exchange Commission.





         Statements herein relating to future financial or business performance,
conditions or strategies and other financial and business matters, including
expectations regarding future revenues and operating expenses, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are typically identified by
words or phrases such as "believe," "expect," "anticipate," "intend,"
"estimate," "assume," "plan," "outlook," "prospect," and variations of such
words and similar expressions, or future or conditional verbs such as "will,"
"would," "should," "could," "may," or similar expressions. GenVec cautions that
these forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. The following factors, among others,
could cause actual results to differ materially from forward-looking statements
or historical experience: risks relating to the early stage of product
candidates under development, risks relating to GenVec's ability to identify and
enter into agreements with potential collaborative partners, uncertainties
relating to clinical trials, dependence on third parties, future capital needs,
and risks relating to the commercialization, if any, of GenVec's proposed
product candidates (such as marketing, regulatory, patent, product liability,
supply, competition and other risks). GenVec's SEC reports identify additional
factors that can affect forward-looking statements. These forward-looking
statements speak only as of the date of this press release, and GenVec assumes
no duty to update forward-looking statements.


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