<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(Mark One) 

   [X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended June 30, 1998 or

   [ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

COMMISSION FILE NUMBER:  0-19454


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



           DELAWARE                                              77-0183594
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



          301 PENOBSCOT DRIVE,                                     94063
        REDWOOD CITY, CALIFORNIA                                (Zip Code)
(Address of principal executive offices)

                        Telephone number: (650) 361-8901


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                               Yes [X]    No [ ]


At August 6, 1998, Registrant had outstanding 18,892,000 shares of Common Stock.


<PAGE>   2

                                  ANERGEN, INC.

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                     Page No.
                                                                                   --------
<S>        <C>                                                                        <C>
ITEM 1.    Financial Statements

           Condensed balance sheets - June 30, 1998
             and December 31, 1997 ...............................................     3

           Condensed statements of operations - three month and six months
             ended June 30, 1998 and 1997 ........................................     4

           Condensed statements of cash flows - six months
             ended June 30, 1998 and 1997 ........................................     5

           Notes to condensed financial statements ...............................     6

ITEM 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations .......................     7


PART II - OTHER INFORMATION


ITEM 6.    Exhibits and Reports on Form 8-K ......................................    17

           Signatures ............................................................    18
</TABLE>


                                       2

<PAGE>   3

PART I - FINANCIAL INFORMATION

                                  ANERGEN, INC.
                            CONDENSED BALANCE SHEETS
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                        JUNE 30,     DECEMBER 31,
                                                                          1998           1997
                                                                        --------       --------
                                                                       (UNAUDITED)
<S>                                                                     <C>            <C>     
                                     ASSETS

Current assets:
     Cash and cash equivalents......................................    $    540       $  1,412
     Short-term investments.........................................       4,603          6,991
     Contract receivables...........................................          --            836
     Prepaid expenses...............................................          73             78
                                                                        --------       --------
                   Total current assets.............................       5,216          9.317

Property and equipment, net.........................................       1,314          1,703
Other assets........................................................          36             36
                                                                        --------       --------
                                                                        $  6,566       $ 11,056
                                                                        ========       ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities.......................    $    912       $  1,281
     Deferred revenue...............................................         250            502
     Current portion of capital lease obligations and debt..........         484            616
                                                                        --------       --------
                   Total current liabilities........................       1,646          2,399

Long-term portion of capital lease obligations and debt.............         653            870
Commitments
Shareholders' equity:
     Preferred stock, no par value; 10,000,000 shares 
            authorized; none issued and outstanding.................          --             --
     Common stock, no par value; 40,000,000 shares 
            authorized; 18,892,000 shares issued and 
            outstanding (18,846,264 at December 31, 1997)...........      57,705         57,670
     Additional paid-in-capital.....................................         659            659
     Accumulated other comprehensive income.........................          (4)            (6)
     Accumulated deficit............................................     (54,093)       (50,536)
                                                                        --------       --------
                   Total shareholders' equity.......................       4,267          7,787
                                                                        --------       --------
                                                                        $  6,566       $ 11,056
                                                                        ========       ========
</TABLE>

Note:  The balance sheet at June 30, 1998 is derived from unaudited financial
       statements. The December 31, 1997 information is derived from audited
       financial statements.

                             See accompanying notes.

                                       3

<PAGE>   4

                                  ANERGEN, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                   JUNE 30,                    JUNE 30,
                                                            ---------------------       ---------------------
                                                              1998         1997           1998         1997
                                                            --------     --------       --------     --------
<S>                                                         <C>          <C>            <C>          <C>     
Revenues:
     Contract revenues, primarily from related parties...   $  1,548     $  1,354       $  2,715     $  3,162
     Interest income                                              81          117            196          299
                                                            --------     --------       --------     --------
                                                               1,629        1,471          2,911        3,461
Expenses:
     Research and development............................      2,212        2,822          4,838        5,709
     General and administrative..........................        861          709          1,553        1,593
     Interest expense....................................         36           61             77          104
                                                            --------     --------       --------     --------
                                                               3,109        3,592          6,468        7,406
                                                            --------     --------       --------     --------
Net loss.................................................   $ (1,480)    $ (2,121)      $ (3,557)    $ (3,945)
                                                            ========     ========       ========     ========
Basic net loss per share.................................   $  (0.08)    $  (0.11)      $  (0.19)    $  (0.21)
                                                            ========     ========       ========     ========

Shares used in calculating per share data................     18,891       18,819         18,871       18,819
                                                            ========     ========       ========     ========
</TABLE>

                             See accompanying notes.

                                       4

<PAGE>   5

                                  ANERGEN, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED
                                                                                 JUNE 30,
                                                                        -----------------------
                                                                          1998           1997
                                                                        --------       --------
<S>                                                                     <C>            <C>      
Cash flows provided by (used in) operating activities:
   Net loss..........................................................   $ (3,557)      $ (3,945)
   Adjustments to reconcile net loss to net cash used
     in operating activities:
     Depreciation and amortization...................................        449            409
     Deferred compensation amortization..............................         --             --
   Changes in operating assets and liabilities:
     Contract receivables - related party............................        835         (1,582)
     Prepaid expenses................................................          5            110
     Other assets....................................................         --             --
     Accounts payable and accrued liabilities........................       (369)           488
     Deferred Revenue................................................       (252)            -- 
                                                                        --------       --------
Net cash used in operating activities                                     (2,889)        (4,520)

Cash flows provided by (used in) investing activities:
   Purchase of investments available-for-sale........................     (3,728)       (15,899)
   Sale of investments available-for-sale............................      6,116         22,876
   Unrealized loss...................................................          2             --
   Purchase of property and equipment................................        (58)          (795)
                                                                        --------       --------
Net cash provided by investing activities............................      2,332          6,182
                                                                        --------       --------

Cash flows provided by (used in) financing activities:
   Proceeds from facility and equipment  debt financing..............          0            545
   Repayments of capital lease obligations and debt..................       (350)          (299)
   Issuance of common stock, net.....................................         35             99
                                                                        --------       --------
Net cash provided by (used in) financing activities..................       (315)           345

Net increase (decrease) in cash......................................       (872)          2007
Cash  and cash equivalents at beginning of period....................      1,412          3,963
                                                                        --------       --------
Cash  and cash equivalents at end of period..........................        540          5,970
Short-term investments at end of period                                    4,603          5,463
                                                                        --------       --------
Cash, cash equivalents and short-term investments at end of period...   $  5,143       $ 11,433
                                                                        ========       ========
</TABLE>

                             See accompanying notes.

                                       5

<PAGE>   6

                                  ANERGEN, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (UNAUDITED)


1.   NATURE OF BUSINESS

     Anergen, Inc. ( the "Company") was incorporated on April 26, 1988 for the
     purpose of developing therapies using biopharmaceutical compounds for the
     treatment of autoimmune diseases. The Company devotes its efforts to
     research and development on its own behalf and also on behalf of its
     corporate partners.

2.   BASIS OF PRESENTATION

     The interim financial statements included herein have been prepared by the
     Company and have not been audited, pursuant to the rules and regulations
     promulgated by the Securities and Exchange Commission (the "Commission").
     Certain information and footnote disclosures, normally included in
     financial statements prepared in accordance with generally accepted
     accounting principles, have been omitted pursuant to Commission rules and
     regulations; nevertheless, the Company believes that the disclosures are
     adequate to make the information presented not misleading. These condensed
     financial statements should be read in conjunction with the audited
     financial statements and notes thereto contained in the Company's Annual
     Report on Form 10-K for the year ended December 31, 1997. In the opinion of
     management, all adjustments, consisting only of normal recurring
     adjustments, necessary to present fairly the financial position of the
     Company (subject to year-end adjustments) with respect to the interim
     financial statements, and of the results of its operations and cash flows
     for the interim periods then ended, have been included. The results of
     operations for the interim periods are not necessarily indicative of the
     results for the full year.

     Net Loss Per Share

     Effective December 31, 1997, the Company adopted Statement of Financial
     Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128
     requires the presentation of basic earnings (loss) per share and diluted
     earnings (loss) per share, if more diluted.

     Basic net loss per share is computed using the weighted average number of
     shares of common stock outstanding during the period.

     Diluted net loss per share has not been presented as stock options and
     other common stock equivalents are antidilutive.

     Comprehensive Income (Loss)

     As of January 1, 1998, the Company adopted the provisions of SFAS No. 130,
     "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes new
     rules for the reporting and display of comprehensive income and its
     components; however, the adoption of SFAS 130 had no impact on the
     Company's net loss or shareholders' equity. SFAS 130 requires unrealized
     gains or losses on the Company's available-for-sale securities, which prior
     to adoption were reported separately in shareholders' equity, to be
     included in other comprehensive income (loss).

     For the six months ended June 30, 1998 and 1997, total comprehensive loss
     amounted to $3,559,000 and $2,124,000 respectively.

     Reclassification

     Certain prior year amounts have been reclassified to conform to the current
     periods presentation.


                                       6

<PAGE>   7

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     Management's Discussion and Analysis of Financial Condition and Results of
Operations contains certain forward-looking statements which involve risks and
uncertainties including but not limited to the adequacy of capital resources,
the nature of the Company's capital requirements, the availability and timing of
financing, the progress of the Company's clinical trials, and research and
development programs, the likelihood of development of potential products, if
any, from such research and the effect of year 2000 problems, if any. The
Company's actual results could differ materially from the results anticipated in
these forward-looking statements as a result of certain factors set forth
hereunder and in the Company's Annual Report as filed on Form 10-K filed with
the Securities and Exchange Commission for the year ended December 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

     To date, the Company has financed its operations primarily through private
     placements of its equity securities with venture capitalists (which raised
     an aggregate of approximately $7.6 million in net proceeds), through the
     sale of its Common Stock to Novo Nordisk A/S (which raised approximately $8
     million in net proceeds), through the issuance of its Common Stock and
     Warrants to purchase shares of Common Stock through a private placement in
     exchange for $1.5 million in proceeds, and through public offerings of its
     Common Stock which have raised an aggregate of $38.8 million in net
     proceeds, including $9.4 million in net proceeds from the sale of 3.5
     million shares of Common Stock to the public in August 1996 and
     approximately $500,000 from the underwriters' exercise of the
     over-allotment option in September 1996. The Company's cash, cash
     equivalents and short-term investments at June 30, 1998 were approximately
     $5.1 million. Accounts payable and accrued liabilities decreased to
     $912,000 at June 30, 1998 from $1,281,000 at December 31, 1997. Long-term
     debt decreased from $870,000 at December 31, 1997 to $653,000 at June 30,
     1998 due to repayment of loans. The Company had shareholders' equity at
     June 30, 1998 of approximately $4.3 million which decreased from $7.8
     million at December 31, 1997 due to the net loss from operations.

     The Company anticipates that its current cash, cash equivalents, short-term
     investments and expected revenues under its collaborative agreements will
     be sufficient to fund its operations through 1998. Thereafter, the Company
     will require substantial additional funds to continue its operations. The
     Company anticipates that its current resources will be primarily used to
     fund clinical testing of AnervaX(TM) for Rheumatoid Arthritis ("RA"),
     AnergiX(TM) for Multiple Sclerosis ("MS"), AnergiX for the treatment of RA,
     and continued research and development of DiavaX(TM) for Type I Diabetes,
     as well as key mechanism studies. The balance of such resources will be
     used to fund continued limited research on other autoimmune diseases and
     general and administrative activities, including those associated with
     seeking collaborative arrangements to enable the Company to increase its
     research and development activities in these and other autoimmune diseases.
     These foregoing forward-looking statements regarding the Company's capital
     requirements involve risks and uncertainties that could cause actual
     results to differ materially. Although the Company believes that its
     current resources will be sufficient to meet the Company's operating and
     capital requirements through 1998, there can be no assurance that the
     Company will not require additional financing within this time frame. In
     particular, the Company's capital requirements will vary depending on
     numerous factors many of which are outside the Company's control. These
     factors include the progress of the Company's research and development
     programs, manufacturing activities, the progress of the Company's clinical
     programs, the size and complexity of these programs, the scope and results
     of laboratory testing and clinical trials, the time and cost required to
     seek regulatory approvals to commence clinical trials for the Company's
     initial products, the need to obtain licenses to other proprietary rights,
     any required adjustments to the Company's operating plan to respond to
     competitive pressures or technological advances, developments with respect
     to the Company's existing or future collaborative arrangements, and the
     availability of various methods of financing. The Company expects to seek
     to raise additional capital in 1998 through equity or debt financing,
     research and development collaborations with other pharmaceutical companies
     or through other sources. Any additional equity financing may be dilutive
     to shareholders, and debt financing, if available, may involve restrictions
     on stock dividends and other restrictions on the Company. Adequate funds
     for the Company's operations, whether from equity or debt, collaborative or
     other arrangements with corporate partners or from other sources, may not
     be 


                                       7

<PAGE>   8

     available when needed or on terms attractive to the Company. Insufficient
     funds may require the Company to delay, scale back or eliminate some or all
     of its research and product development programs or to license third
     parties to commercialize products or technologies that the Company would
     otherwise seek to develop itself. The Company's liquidity will be reduced
     as amounts are expended for continuing research and development.

RESULTS OF OPERATIONS

     The Company's net loss decreased by 31% to $1,480,000 in the fiscal quarter
     ended June 30, 1998 compared to a $2,121,000 loss in the corresponding
     period in the previous year. The decrease was due to revenues that
     increased 11% to $1,629,000 in the fiscal quarter ended June 30, 1998
     compared to $1,471,000 in the corresponding period in the previous year,
     and by a decrease in expenses of 13% to $3,109,000 in the fiscal quarter
     ended June 30, 1998 compared to $3,592,000 in the corresponding period in
     the previous year. The increase in revenues was primarily due to a
     $1,000,000 milestone payment received from the Company's collaboration
     partner, N.V. Organon for filing an IND for AnergiX for RA. This payment
     offset decreasing revenue from the Company's previous collaborative
     agreement with Novo Nordisk as the Phase I clinical trial of AnergiX for
     the treatment of MS nears completion. On February 26, 1998, Novo Nordisk
     paid the Company $1,000,000, the estimated costs to complete the Phase I
     study. As a result of the termination of the agreement with Novo Nordisk,
     if the Company elects to continue with Phase II clinical trials of AnergiX,
     the Company would no longer receive reimbursement of expenses from Novo
     Nordisk. Research and development expenses decreased 22% to $2,212,000 for
     the quarter ended June 30, 1998 from $2,822,000 in the corresponding period
     in the previous year. A contributing factor relates to decreased clinical
     trial activity with the completion of the AnervaX Phase IIa trial in 1997.
     The Company expects total operating expenses to increase as it increases
     research and development efforts.

     General and administrative expenses increased 15% to $861,000 for the
     quarter ended June 30, 1998 compared to $709,000 in the corresponding
     period in the previous year.

     Interest income decreased to $81,000 for the quarter ended June 30, 1998 as
     compared to $117,000 in the corresponding period in the previous year due
     to lower average cash balances in 1998. Interest income is expected to
     decline gradually over future periods as invested capital is used for
     operating activities. Interest expense decreased to $36,000 for the quarter
     ended June 30, 1998 as compared to $61,000 in the corresponding period in
     the previous year due to lower debt balances.

     The Company expects to incur substantial and increasing operating losses
     for at least the next several years. The Company's losses on a
     quarter-by-quarter basis may vary depending upon a variety of factors, any
     of which may fluctuate, including the level of research activities, the
     timing of hiring of additional scientific and management personnel, the
     retention of consultants, the purchase or leasing of laboratory equipment,
     the licensing of any required technology and other factors. Accordingly,
     the Company believes that quarter-by-quarter losses will not be a useful
     indicator of the performance of the Company.

IMPACT OF YEAR 2000

     The Company is in the process of performing its assessment of the impact of
     year 2000 on its operations. Management is in the process of formalizing
     its assessment procedures and developing a plan to address identified
     issues. The Company has evaluated its financial and accounting systems and
     concluded that they are not materially affected by the year 2000. It is
     unknown the extent, if any, of the impact of the year 2000 on other systems
     and equipment. There can be no assurance that all third parties the company
     interacts with will address the year 2000 issue in a timely fashion if at
     all. The Company is in the process of inquiring of its vendors and business
     partners about their progress in identifying and addressing problems
     related to the year 2000. Any year 2000 compliance problems of either the
     Company, its suppliers, its clinical research organizations, or its
     collaborative partners could have a material adverse effect on the
     Company's business, operating results and financial conditions.


                                       8

<PAGE>   9

RISK FACTORS THAT MAY AFFECT FUTURE OPERATING PERFORMANCE


EARLY STAGE OF PRODUCT DEVELOPMENT; LACK OF COMMERCIAL PRODUCTS; NO ASSURANCE OF
SUCCESSFUL PRODUCT DEVELOPMENT

     The Company was founded in 1988 to discover and develop biopharmaceutical
     compounds for the treatment of autoimmune diseases. To achieve profitable
     operations, the Company, alone or with others, must successfully develop,
     obtain regulatory approval for, manufacture and market products. The
     Company does not have any products available for sale nor does it expect to
     have any products commercially available for at least several years, if at
     all. The Company's potential products are at the early stages of research
     and development, with only limited human testing of certain of the
     Company's products undertaken to date. The products currently under
     development by the Company will require significant additional research,
     laboratory testing and clinical trials and investment of capital prior to
     their commercialization. There can be no assurance that any potential
     products will be successfully developed, prove to be safe and efficacious
     in clinical trials, meet applicable regulatory standards, be capable of
     being produced in commercial quantities at acceptable costs or be
     successfully marketed.

LIMITED OPERATING HISTORY; HISTORY OF LOSSES

     The Company has experienced significant net losses every year since its
     inception in 1988. Net losses for the quarters ended June 30, 1998 and 1997
     were approximately $1.5 million and $2.1 million, respectively, and the
     Company had an accumulated deficit of approximately $54.1 million as of
     June 30, 1998. The Company expects to incur substantial and increasing
     operating losses for at least the next several years. The amount of net
     losses and the time required by the Company to reach profitability are
     highly uncertain. There can be no assurance that the Company will ever be
     able to generate product revenue or achieve profitability on a substantial
     basis or at all. See "Management's Discussion and Analysis of Financial
     Condition and Results of Operations."

FUTURE REQUIREMENT FOR SIGNIFICANT ADDITIONAL CAPITAL

     The Company anticipates that its current cash, cash equivalents, short-term
     investments and expected revenues under its collaborative agreements will
     be sufficient to fund its operations through 1998. Thereafter, the Company
     will require substantial additional funds to continue its operations. The
     Company anticipates that its current resources will be primarily used to
     fund clinical testing of AnervaX for RA, AnergiX for MS, AnergiX for RA and
     continued research and development and preparation for clinical testing of
     DiavaX for the treatment of Type I diabetes. The balance of such resources
     will be used to fund continued limited research on these and other
     autoimmune diseases and general and administrative activities, including
     those associated with seeking collaborative arrangements to enable the
     Company to increase its research and development activities in other
     autoimmune diseases. These foregoing forward-looking statements regarding
     the Company's capital requirements involve risks and uncertainties that
     could cause actual results to differ materially. Although the Company
     believes that its current resources will be sufficient to meet the
     Company's operating and capital requirements through 1998, there can be no
     assurance that the Company will not require additional financing within the
     same time frame. The Company's working capital requirements may vary
     depending upon numerous factors, including the progress of the Company's
     research and development programs, manufacturing activities, the progress
     of the Company's clinical programs, the size and complexity of these
     programs, the scope and results of laboratory testing and clinical trials,
     the time and cost required to seek regulatory approvals to commence
     clinical trials for the Company's initial products, the need to obtain
     licenses to other proprietary rights, any required adjustments to the
     Company's operating plan to respond to competitive pressures or
     technological advances, developments with respect to existing or future
     collaborative arrangements and the availability of various methods of
     financing. The Company expects to seek to raise additional capital through
     equity or debt financing, research and development collaborations with
     corporate partners or through other sources. Any additional equity
     financing may be dilutive to shareholders, and debt financing, if
     available, may involve restrictions on stock dividends and other
     restrictions on the Company. Adequate funds for the Company's operations,
     whether from equity or debt financings, collaborative or other arrangements
     with corporate partners or from other sources, may not be available when
     needed or on terms attractive to the Company. Insufficient funds may
     require the Company to delay, scale back or eliminate some or all of its
     research and product development programs or to license third parties to
     commercialize products or technologies that the Company would otherwise
     seek to develop itself. The Company's liquidity will be reduced as amounts
     are expended for 


                                        9

<PAGE>   10

     continuing research and development. See "Management's Discussion and
     Analysis of Financial Condition and Results of Operations--Liquidity and
     Capital Resources."


UNCERTAINTIES RELATED TO PRECLINICAL AND CLINICAL TRIALS

     Before obtaining regulatory approvals for the commercial sale of any of its
     products under development, the Company must demonstrate through
     preclinical studies and clinical trials that the product is safe and
     efficacious for use in each target indication. The results from preclinical
     studies and early clinical trials may not be predictive of results that
     will be obtained in large-scale testing, and there can be no assurance that
     the Company's clinical trials will demonstrate the safety and efficacy of
     any products or will result in any marketable products. A number of
     companies in the biotechnology industry have suffered significant setbacks
     in advanced clinical trials, even after promising results in earlier
     trials. The failure to adequately demonstrate the safety and efficacy of a
     therapeutic product under development could delay or prevent regulatory
     approval of the product and could have a material adverse effect on the
     Company.

     The rate of completion of the Company's clinical trials is dependent upon,
     among other factors, the Food and Drug Administration's willingness to
     allow Anergen to proceed; the results of Anergen's continued research and
     development, including test results and success in producing the epitopes
     and HLA molecules for each AnergiX compound; the number of skilled
     scientists, clinicians, and consultants the Company is able to employ in
     its efforts and the general interest in the medical community in a
     therapeutic using the Company's approach for treatment of the diseases
     targeted by the Company. Currently, the Company does not anticipate
     establishing its own clinical trials facility. The rate of completion of
     clinical trials is also dependent on patient enrollment, which is a
     function of many factors, including the size of the patient population, the
     proximity of patients to clinical sites and the existence of competitive
     trials. If the Company is unable to successfully complete its clinical
     trials, its business, financial condition and results of operations could
     be materially and adversely affected.

UNCERTAINTY OF MARKET ACCEPTANCE

     Even if the requisite regulatory approvals are obtained for the Company's
     potential products or for products developed in collaboration with the
     Company, uncertainty exists as to whether such products will be accepted by
     the market. A number of factors also may limit the market acceptance of a
     product which may be developed by, or discovered through collaboration
     with, the Company, including the rate of adoption by health care
     practitioners, the indications for which the product is approved, the rate
     of the product's acceptance by the target population, the timing of market
     entry relative to competitive products, the availability of alternative
     therapies, the price of the Company's product relative to alternative
     therapies, the availability of third-party reimbursement and the extent of
     marketing efforts by the Company and third-party distributors or agents
     retained by the Company. Side effects or unfavorable publicity concerning a
     Company product or any similar product could have an adverse effect on the
     Company's ability to obtain physician, patient or third-party payor
     acceptance and on efforts to sell that product. There can be no assurance
     of the Company's ability, or the length of time required, to achieve
     commercialization of the Company's products or that physicians, patients or
     third party payors will accept any of the Company's products as readily as
     alternative therapies, or at all.

GOVERNMENT REGULATION; NO ASSURANCE OF OBTAINING PRODUCT APPROVALS

     The Company's research and development activities are subject to regulation
     by numerous governmental authorities in the United States and other
     countries. Further, the future production and marketing of any products
     developed by the Company would also be regulated, particularly as to safety
     and efficacy. In the United States, vaccines, drugs and biologics are
     subject to rigorous FDA review. The Federal Food, Drug, and Cosmetic Act,
     the Public Health Service Act and other federal statutes and regulations
     govern or influence the testing, manufacture, safety, labeling, storage,
     record keeping, approval, advertising and promotion of such products.
     Noncompliance with applicable requirements can result in fines, recall or
     seizure of products, clinical study holds, total or partial suspension of
     production, refusal of the government to approve NDAs, PLAs, ELAs or allow
     the Company to enter into supply contracts and criminal prosecution. The
     FDA also has the authority to revoke PLAs and ELAs previously granted.

     In order to obtain FDA approval of a new biological product, the Company
     must submit proof of safety, purity, 


                                       10

<PAGE>   11

     potency and efficacy. In most cases such proof entails extensive
     pre-clinical, laboratory, and clinical tests. The testing, preparation of
     necessary marketing applications and processing of those applications by
     the FDA is expensive and time consuming, can vary based on the type of
     product, and may take several years to complete. There is no assurance that
     the FDA will act favorably or quickly in making such reviews, and
     significant difficulties or costs may be encountered by the Company in its
     efforts to obtain FDA approvals that could delay or preclude the Company
     from marketing any products it may develop or furnish an advantage to
     competitors. The FDA may also require post-marketing testing and
     surveillance to monitor the effects of approved products or place
     conditions on any approvals that could restrict the commercial applications
     of such products. Product approvals may be withdrawn if compliance with
     regulatory standards is not maintained or if problems occur following
     initial marketing. In addition, delays imposed by the governmental approval
     process may materially reduce the period during which the Company may have
     the exclusive right to exploit patented products or technologies.

     The FDA approval process for a new biological drug involves completion of
     pre-clinical studies which include laboratory tests and animal studies to
     assess safety and effectiveness of the drug. Among other things, the
     results of these studies as well as how the product will be manufactured,
     are submitted to the FDA in an IND and, unless the FDA objects, the IND
     becomes effective 30 days following receipt by the FDA. FDA cleared human
     clinical trials may then be conducted. The results of the clinical trials
     are submitted to the FDA as part of a PLA. In addition to obtaining FDA
     approval for each AnergiX indication, an ELA must be filed and the FDA must
     approve the manufacturing facilities for the product. Product sales may
     commence only if the PLA and ELA are approved. Regulatory requirements for
     obtaining such FDA approvals are rigorous and there can be no assurance
     that such approvals will be obtained on a timely basis or at all.

     Sales of pharmaceutical products outside the United States are subject to
     foreign regulatory requirements that vary widely from country to country.
     The time required to obtain approvals required by foreign countries may be
     longer or shorter than that required for FDA approval, and requirements for
     licensing may differ from FDA requirements.

     If approval is obtained, the Company will be subject to continuing FDA
     obligations. When manufacturing biologics, the Company will be required to
     adhere to regulations setting forth current Good Manufacturing Practices
     ("GMP"), which require that the Company manufacture its products and
     maintain its records in a prescribed manner with respect to manufacturing,
     testing and quality control activities. Further, the Company must pass a
     preapproval inspection of its manufacturing facilities by the FDA before
     obtaining approval.

     Satisfaction of these FDA requirements, or similar requirements by foreign
     regulatory agencies, typically takes several years and the time needed to
     satisfy them may vary substantially, based upon the type, complexity and
     novelty of the pharmaceutical product. The effect of government regulation
     may be to delay or to prevent marketing of potential products for a
     considerable period of time and to impose costly procedures upon the
     Company's activities. There can be no assurance that the FDA or any other
     regulatory agency will grant approval for any products or indications being
     developed by the Company on a timely basis, or at all. Success in
     preclinical or early stage clinical trials does not assure success in later
     stage clinical trials. Data obtained from preclinical and clinical
     activities are susceptible to varying interpretations which could delay,
     limit or prevent regulatory approval. If regulatory approval of a product
     is granted, such approval may impose limitations on the indicated uses for
     which a product may be marketed. Further, even if regulatory approval is
     obtained, later discovery of previously unknown problems with a product may
     result in restrictions on the product, including withdrawal of the product
     from the market. Delay in obtaining or failure to obtain regulatory
     approvals would have a material adverse effect on the Company's business,
     financial condition and results of operations.

DEPENDENCE UPON COLLABORATIVE PARTNERS

     The Company's strategy for the development, clinical trials, manufacturing
     and commercialization of its products includes maintaining and entering
     into various collaborations with corporate partners, licensors, licensees
     and others. The Company has entered into collaborative arrangements with
     Novo Nordisk with respect to the Company's AnergiX compounds for the
     treatment of MS, MG and IDDM, and with Organon with respect to an AnergiX
     compound for the treatment of RA. In February, the Company announced that
     it and Novo Nordisk had agreed to terminate the collaboration in AnergiX
     for MS, MG and IDDM effective February 9, 1998 with all rights returning to
     the Company. There can be no assurance that the interests and motivations
     of the Company's collaborators are, or will remain, aligned with those of
     the Company or that such collaborators will successfully 


                                       11

<PAGE>   12

     perform their development, regulatory compliance, manufacturing or
     marketing functions or that such collaborations in whole or in part will
     continue. There can also be no assurance that the Company will be able to
     negotiate additional collaborative arrangements in the future on acceptable
     terms, if at all, or that any such collaborative arrangements will be
     successful. To the extent that the Company is not able to maintain or
     establish such arrangements, the Company would be required to undertake
     such activities at its own expense, which would significantly increase the
     Company's capital requirements and limit the programs the Company is able
     to pursue. In addition, the Company may encounter significant delays in
     introducing its products into certain markets or find that the development,
     manufacture or sale of its products in such markets is adversely affected
     by the absence of such collaborative agreements.

     The Company cannot control the amount and timing of resources which its
     collaborative partners devote to the Company's program or potential
     products, which can vary because of factors unrelated to the potential
     product. Collaborator participation will depend not only on the achievement
     of research objectives by the Company and its collaborators, which cannot
     be assured, but also on each collaborator's own financial, competitive,
     marketing and strategic considerations, which are outside the Company's
     control. Such strategic considerations may include the relative advantages
     of alternative products being marketed or developed by others, including
     relevant patent and proprietary positions. The Company's collaborative
     partners may develop, either alone or with others, products that compete
     with the development and marketing of the Company's products. Competing
     products, either developed by the collaborative partners or to which the
     collaborative partners have rights, may result in their withdrawal of
     support with respect to all or a portion of the Company's technology, which
     would have a material adverse effect on the Company's business, financial
     condition and results of operations. If Organon or any future collaborative
     partner breaches or terminates their agreements with the Company or
     otherwise fails to conduct their collaborative activities in a timely
     manner, the preclinical or clinical development or commercialization of
     product candidates or research programs will be delayed, and the Company
     will be required to devote additional resources to product development and
     commercialization or terminate certain development programs. There also can
     be no assurance that disputes will not arise in the future with respect to
     the ownership of rights to any technology developed with third parties.
     These and other possible disagreements between collaborators and the
     Company could lead to delays in the collaborative research, development and
     commercialization of certain product candidates or could require or result
     in litigation or arbitration, which would be time consuming and expensive,
     and would have a material adverse effect on the Company's business,
     financial condition and results of operations. See "Management's Discussion
     and Analysis of Financial Condition and Results of Operations--Liquidity
     and Capital Resources".

UNCERTAINTY RELATING TO PATENTS AND PROPRIETARY RIGHTS

     The Company's success will depend in significant part on its ability to
     maintain patent protection for its therapeutic approach and for any
     developed products, to preserve its trade secrets and to operate without
     infringing the proprietary rights of third parties. Although the Company
     has obtained patents covering certain aspects of its technology, no
     assurance can be given that additional patents will be issued or, if
     issued, that the scope of any patent protection will be significant, or
     that the patents will be held valid if subsequently challenged. Moreover,
     the Company cannot ascertain with certainty that no patent conflict will
     exist with other products or processes which could compete with the
     Company's approaches.

     Because of the length of time and expense associated with bringing new
     products through development and to the marketplace, and the length of time
     required for the governmental approval process, the pharmaceutical industry
     has traditionally placed considerable importance on obtaining and
     maintaining patent and trade secret protection for significant new
     technologies, products and processes. The Company and other biotechnology
     and pharmaceutical firms have applied, and are applying, for patents for
     their products and certain aspects of their technologies. The
     enforceability of patents issued to biotechnology and pharmaceutical firms
     is highly uncertain. Federal court decisions indicating legal
     considerations surrounding the validity of patents in the field are in
     transition, and there can be no assurance that the historical legal
     standards surrounding questions of validity will continue to be applied or
     that current defenses as to issued patents in the field will offer
     protection in the future. In addition, there can be no assurance as to the
     degree and range of protection any patents will afford, whether patents
     will issue or the extent to which the Company will be successful in not
     infringing patents granted to others.

     While the Company pursues patent protection for products and processes
     where appropriate, it also relies on trade secrets, know-how and continuing
     technological advancement to develop and maintain its competitive 


                                       12

<PAGE>   13

     position. The Company's policy is to have each employee enter into an
     agreement that contains provisions prohibiting the disclosure of
     confidential information to anyone outside the Company. Research and
     development contracts and relationships between the Company and its
     scientific consultants provide access to aspects of the Company's know-how
     that is protected generally under confidentiality agreements with the
     parties involved. There can be no assurance, however, that these
     confidentiality agreements will be honored or that the Company can
     effectively protect its rights to its unpatented trade secrets. Moreover,
     there can be no assurance that others will not independently develop
     substantially equivalent proprietary information and techniques or
     otherwise gain access to the Company's trade secrets.

     The Company may be required to obtain licenses to patents or other
     proprietary rights from third parties. There can be no assurance that any
     licenses required under any patents or proprietary rights will be made
     available on terms acceptable to the Company, if at all. If the Company
     does not obtain required licenses, it could encounter delays in product
     development while it attempts to redesign products or methods or it could
     find that the development, manufacture or sale of products requiring such
     licenses could be foreclosed.

     The Company is aware of a European patent and corresponding U.S. and
     Australian patents which contain claims that relate to certain of the
     Company's proposed products and their uses. In accordance with European
     Patent Office ("EPO") procedures, third parties can oppose an EPO patent
     grant by presenting information which they believe justifies narrowing or
     revoking the grant of the patent. The Company is opposing the
     aforementioned grant in the EPO. There can, however, be no assurance that
     the granted EPO claims will be revoked or significantly narrowed in scope
     as a result of the opposition proceeding. If valid claims in these patents
     are found to be infringed by the Company's products, the Company's ability
     to make, use, offer to sell, or sell, such products could be materially and
     adversely affected.

     In addition, the Company could incur substantial costs in defending any
     patent litigation brought against it or in asserting the Company's patent
     rights, including those licensed to the Company by others, in a suit
     against another party. The United States Patent and Trademark Office (the
     "USPTO") could institute interference proceedings in connection with one or
     more of the Company's patents or patent applications which proceedings
     could result in an adverse decision as to priority of an invention. The
     USPTO also could institute reexamination proceedings in connection with one
     or more of the Company's patents or patent applications, which could result
     in an adverse decision as to the patents' validity or scope.

NEED TO DEVELOP MANUFACTURING CAPABILITIES

     The Company has no volume manufacturing capacity or experience in volume
     manufacturing of pharmaceutical or other biological products. Establishing
     its own volume manufacturing capabilities would require significant
     scale-up expenses and additions to facilities and personnel. In addition,
     the Company must successfully develop the process required for volume
     manufacturing. The pharmaceutical products under development by the Company
     have never been manufactured on a commercial scale and there can be no
     assurance that such products can be manufactured at a cost or in quantities
     to make them commercially viable. The Company will be required to establish
     arrangements with contract manufacturers to supply a portion of its
     compounds for subsequent clinical trials as well as the manufacture,
     packaging, labeling and distribution of finished products. If the Company
     is unable to contract for sufficient supply of a portion of its compounds
     on acceptable terms, and it is unable to develop the capability to produce
     the epitopes internally, the Company's human clinical testing schedule
     would be delayed, resulting in the delay of submission of products for
     regulatory approval and initiation of new development programs, which would
     have a material adverse effect on the Company. If the Company should
     encounter delays or difficulties in establishing relationships with
     manufacturers to produce, package and distribute its finished products,
     market introduction and subsequent sales of such products would be
     adversely affected. Moreover, contract manufacturers that the Company may
     use must adhere to current GMP regulations enforced by the FDA through its
     facilities inspection program. If these facilities cannot pass a
     pre-approval plant inspection, the FDA pre-market approval of the products
     will be adversely affected.

LACK OF MARKETING EXPERIENCE; DEPENDENCE ON THIRD PARTIES

     The Company currently has no sales, marketing or distribution capability.
     The Company intends to rely on relationships with one or more
     pharmaceutical companies with established distribution systems and direct
     sales forces to market its products. In the event that the Company is
     unable to reach agreement with one or more pharmaceutical companies to
     market its products, it may be required to market its products directly and
     to 


                                       13

<PAGE>   14

     develop a marketing and sales force with technical expertise and supporting
     distribution capability. There can be no assurance that the Company will be
     able to establish in-house sales and distribution capabilities or
     relationships with third parties, or that it will be successful in gaining
     market acceptance for its products. To the extent that the Company decides
     to utilize existing or future co-promotion or other licensing arrangements,
     the Company must develop its own sales, marketing or distribution
     capability, and there can be no assurance that such efforts will be
     successful.

COMPETITION AND TECHNOLOGICAL CHANGE

     The biotechnology and pharmaceutical industries are characterized by
     rapidly evolving technology and intense competition. The Company's
     competitors include major pharmaceutical, chemical and specialized
     biotechnology companies, most of which have financial, technical, research
     and development, manufacturing, clinical and marketing resources
     significantly greater than those of the Company. The Company believes that
     these other entities recognize the need for effective therapies for the
     autoimmune diseases targeted by the Company and are highly motivated to
     develop such therapies. In addition, many specialized biotechnology
     companies have formed collaborations with large, established companies to
     support research, development and commercialization of products that may be
     competitive with those of the Company. Academic institutions, governmental
     agencies and other public and private research organizations are also
     conducting research activities and seeking patent protection and may
     commercialize products on their own or through joint ventures. The Company
     is aware of certain products in development by competitors that are
     intended to be used for the prevention or treatment of certain diseases the
     Company has targeted for product development.

     The existence of these products, or other products or treatments of which
     the Company is not aware, or products or treatments that may be developed
     in the future which may be more effective, may adversely affect the
     commercialization or marketability of products which may be developed by
     the Company or potentially render the Company's technology obsolete or
     non-competitive.

     The Company's competitive position will depend on its ability to attract
     and retain qualified scientific and other personnel, develop effective
     proprietary products, implement production and marketing plans, obtain
     patent protection and secure adequate capital resources. In addition, the
     first pharmaceutical product to reach the market in a therapeutic or
     preventive area is often at a significant competitive advantage relative to
     later entrants to the market. The Company expects its products, if approved
     for sale, to compete primarily on the basis of product efficacy, safety,
     patent position, reliability, price and patient convenience.


UNCERTAINTY RELATED TO PHARMACEUTICAL PRICING AND REIMBURSEMENT

     Political, economic and regulatory influences are subjecting the health
     care industry in the United States to fundamental change. Initiatives to
     reduce the federal deficit and to reform health care delivery are
     increasing these cost containment efforts. The Company anticipates that
     Congress, state legislatures and the private sector will continue to review
     and assess alternative benefits, controls on health care spending through
     limitations on the growth of private health insurance premiums and Medicare
     and Medicaid spending, the creation of large insurance purchasing groups,
     price controls on pharmaceuticals and other fundamental changes to the
     health care delivery system. Any such proposed or actual changes could
     cause existing and potential partners of the Company to limit or eliminate
     spending on collaborative development projects. Legislative debate is
     expected to continue in the future, market forces are expected to demand
     reduced costs and Anergen cannot predict what impact the adoption of any
     federal or state health care reform measures or future private sector
     reforms may have on its business.

     In both domestic and foreign markets, sales of the Company's proposed
     products will depend in part upon the availability of reimbursement from
     third-party payors, such as government health administration authorities,
     private health insurers and other organizations. In addition, other
     third-party payors are increasingly challenging the price and cost
     effectiveness of medical products and services. Significant uncertainty
     exists as to the reimbursement status of newly approved health care
     products. There can be no assurance that the Company's potential products
     or products discovered in collaboration with the Company will be considered
     cost-effective or that adequate third-party reimbursement will be available
     to enable Anergen to maintain price levels sufficient to realize an
     appropriate return on its significant investment in product research and
     development. Legislation and regulations affecting the pricing of
     pharmaceuticals may change before the Company's proposed products are
     approved for marketing. Adoption of such legislation could further limit
     reimbursement for medical products. If 


                                       14

<PAGE>   15

     adequate coverage and reimbursement levels are not provided by the
     government and third-party payors for the Company's products, the market
     acceptance of these products would be adversely affected, which would have
     a material adverse effect on the Company's business, financial condition
     and results of operations.

DEPENDENCE ON AND NEED FOR ADDITIONAL KEY PERSONNEL; RELIANCE ON ACADEMIC 
COLLABORATORS

     The success of the Company and of its business strategy is dependent in
     large part on the ability of the Company to attract and retain key
     management and operating personnel. Such persons are in high demand and are
     often subject to competing offers. The Company will need to develop
     expertise and add skilled employees or retain consultants in such areas as
     research and development, clinical testing, government approvals, marketing
     and manufacturing in the future. There can be no assurance that the Company
     will be able to attract and retain the qualified personnel or develop the
     expertise needed for its business. The loss of the services of one or more
     of the Company's officers or other members of the research or management
     group or the inability to hire additional personnel and develop expertise
     as needed would have a material adverse effect on the Company.

     A significant portion of the Company's research and development and
     clinical trials is conducted under sponsored research programs with several
     universities. The Company depends on the availability of the principal
     investigator for each such program, and the Company cannot assure that
     these individuals or their research staffs will be available to conduct
     research and development or clinical trials. The Company's academic
     collaborators are not employees of the Company. As a result, the Company
     has limited control over their activities and can expect that only limited
     amounts of their time will be dedicated to Company activities. In addition,
     the Company's academic collaborators are employed by major institutions
     which have collaborative relationships with other parties, some of which
     may be competitors of the Company. Accordingly, there can be no assurance
     that research and development, preclinical and clinical testing performed
     by these collaborators will be completed in a timely manner, if at all, and
     any inability to do so could have a material adverse effect on the Company.

POTENTIAL PRODUCT LIABILITY

     The testing, marketing and sale of human health care products entail an
     inherent risk of exposure to product liability claims in the event that the
     use of the Company's technology or prospective products is alleged to have
     resulted in adverse effects. While the Company has taken, and will continue
     to take, what it believes are appropriate precautions to minimize exposure
     to product liability, there can be no assurance that it will avoid
     significant liability. The Company possesses limited general liability and
     product liability insurance related to its clinical trials of AnervaX for
     RA and intends to seek such insurance related to its clinical trials of
     AnergiX for MS and certain other types of insurance customarily obtained by
     business organizations. There can be no assurance that the existing
     insurance coverage is adequate or that it will avoid liability. The Company
     intends to seek insurance against product liability risks associated with
     the testing, manufacturing or marketing of its products. However, there can
     be no assurance that it will be able to obtain such insurance in the
     future, or that if obtained, such insurance will be sufficient in amount.
     Consequently, a product liability claim or other claims with respect to
     uninsured liabilities or in excess of insured liabilities could have a
     material adverse effect on the business or financial condition of the
     Company.

HAZARDOUS MATERIALS; ENVIRONMENTAL MATTERS

     The Company is subject to regulation by the Occupational Safety and Health
     Administration ("OSHA") and the Environmental Protection Agency ("EPA") and
     to regulation under the Toxic Substances Control Act, the Resource
     Conservation and Recovery Act and other regulatory statutes, and may in the
     future be subject to other federal, state or local regulations. Although
     the Company believes that it has complied with these laws, regulations and
     policies in all material respects and has not been required to take any
     significant action to correct any material noncompliance, there can be no
     assurance that the Company will not be required to incur significant costs
     to comply with environmental and health and safety regulations in the
     future. The Company's research and development involves the controlled use
     of hazardous materials, including but not limited to certain hazardous
     chemicals and radioactive materials. Although the Company believes that its
     safety procedures for handling and disposing of such materials comply with
     the standards prescribed by state and federal regulations, the risk of
     accidental contamination or injury from these materials cannot be
     eliminated. In the event of such an accident, the Company could be held
     liable for any damages that result and any such liability could exceed the
     resources of the Company. In addition, regulations may be promulgated
     governing biotechnology that may affect the 


                                       15

<PAGE>   16

     Company's research and development programs. The Company is unable to
     predict whether any agency will adopt any regulation which would have a
     material adverse effect on the Company's business, financial condition and
     results of operations.


VOLATILITY OF STOCK PRICE

     The market price of the Company's Common Stock, similar to the securities
     of other biotechnology companies, has been and is likely to continue to be
     highly volatile. Announcements regarding the results of regulatory approval
     filings, clinical trials or other testing, technological innovations or new
     commercial products by the Company or its competitors, patents and
     intellectual property rights by the Company or its competitors,
     developments as to current or future collaborations by the Company or its
     competitors, government regulations, the status of health care reform
     initiatives, fluctuations in operating results, changes in recommendations
     by financial analysts, and general market conditions for biotechnology
     stocks could have a significant impact on the future price of the Common
     Stock. Trading volume of the Company's Common Stock has been relatively
     limited and sales of substantial amounts of Common Stock could have an
     adverse effect on the price of the Common Stock.

CONTROL BY EXISTING STOCKHOLDERS

     The Company's officers, directors and principal shareholders, namely
     Warburg, Pincus Ventures, L.P. ("Warburg"), International Biotechnology
     Trust PLC ("IBT"), and Novo Nordisk, collectively beneficially own
     approximately 48% of the Company's outstanding Common Stock. Under a March
     1995 common stock purchase agreement with Warburg and IBT ("Warburg/IBT
     Purchase Agreement"), the Company is currently obligated to include in the
     slate of nominees recommended by the Company's Board of Directors and
     management, at each election of directors, two candidates selected by
     Warburg, one candidate selected by IBT and one candidate mutually agreed to
     by IBT and Warburg. Additionally, while not obligated to do so, since 1993,
     the Company has included a representative of Novo Nordisk in its slate of
     nominees for the Board of Directors. The ownership of the Company's Common
     Stock, and the ability to designate candidates for the Company's
     recommended slate of nominees for the Board of Directors, of Warburg, IBT
     and Novo Nordisk will enable such shareholders to have significant
     influence over major corporate transactions as well as the election of
     directors of the Company and control over board decisions and could have
     the effect of delaying, deterring or preventing a change in control of the
     Company.

ANTI-TAKEOVER PROVISIONS; POSSIBLE ISSUANCE OF PREFERRED STOCK OR ACCELERATION
OF OPTION VESTING

     The Board of Directors has authority, without further action by
     shareholders, to issue up to 10,000,000 shares of Preferred Stock with
     rights, preferences and privileges designated by the Board of Directors.
     This Preferred Stock could be issued quickly with terms calculated to delay
     or prevent a change in control of the Company or to make removal of
     management more difficult. In certain circumstances, such issuance could
     have the effect of decreasing the market price of the Common Stock or of
     delaying, deterring or preventing a change in control of the Company. The
     Company has no present plan to issue any shares of Preferred Stock.
     Further, pursuant to the Company's option plans, in the event of certain
     mergers of the Company with other entities, transfers of voting control of
     the Company's capital stock or sale of all or substantially all of the
     Company's assets, the Company's Board of Directors has the right under
     certain circumstances to cause all outstanding options to become fully
     vested prior to the event causing such acceleration and all unexercised
     options will terminate upon completion of such event.


                                       16

<PAGE>   17

                                  ANERGEN, INC.


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          None 

Item 2.   Changes in Securities

          None

Item 3.   Defaults upon senior securities

          None

Item 4.   Submission of Matters to a Vote of Security Holders

          (a)  Annual Meeting of Shareholders on April 29, 1998. 

               On April 29, 1998 the Company held its Annual Meeting of
          Shareholders to (i) elect seven directors to serve for one year and
          until their successors are duly elected ("Proposal 1"), (ii) approve
          an amendment to the Company's 1991 Employee Stock Purchase Plan
          increasing the number of shares of Common Stock reserved fro issuance
          by 500,000 shares ("Proposal 2"), (iii) approve an amendment to the
          Company's 1996 Stock Plan increasing the number of shares of Common
          Stock reserved for issuance by 1,000,000 shares ("Proposal 3"), (iv)
          approve a change in the state of incorporation of the Company from the
          State of California to the State of Delaware by means of a merger of
          the Company with and into a wholly-owned Delaware subsidiary
          ("Proposal 4"), (v) approve the form of indemnification agreement to
          be entered into between the Company and its directors and officers in
          connection with the proposed reincorporation ("Proposal 5"), (vi)
          approve an amendment to the Company's Amended and Restated Articles of
          Incorporation to effect a reverse split of the Company's Common Stock
          ("Proposal 6"), (vii) approve an amendment to the Company's Amended
          and Restated Articles of Incorporation increasing the authorized
          number of shares of Common Stock of the Company from 40,000,000 shares
          to 60,000,000 shares ("Proposal 7"), and (viii) confirm the
          appointment of Ernst & Young LLP as independent auditors for the
          fiscal year ending December 31, 1998 ("Proposal 8").

               The names of the persons nominated for director and the voting
          results are as follows:

<TABLE>
<CAPTION>
          NOMINEE                             FOR            WITHHELD
          -------                             ---            --------
          <S>                              <C>                <C>
          Bruce L.A. Carter                16,771,746         674,133
          Nicholas J. Lowcock              16,761,146         684,733
          Harden M. McConnell              16,759,576         686,303
          Harry H. Penner, Jr.             16,770,446         675,433
          Barry M. Sherman                 16,760,646         685,233
          James E. Thomas                  16,803,246         642,633
          Nicole Vitullo                   16,790,146         655,733
</TABLE>

               Proposal 2 sought shareholder approval to amend the Company's
          1991 Employee Stock Purchase Plan Proposal 2 sought shareholder
          approval of an amendment to the Company's 1991 Employee Stock Purchase
          Plan increasing the number of shares of Common Stock reserved fro
          issuance by 500,000 shares. The voting results for Proposal 2 were as
          follows: 16,581,768 shares cast "for", 806,120 shares cast "against",
          57,991 shares abstained, and no broker non-votes were cast. Proposal 3
          sought shareholder approval for an amendment to the Company's 1996
          Stock Plan increasing the number of shares of Common Stock reserved
          for issuance by 1,000,000 shares. The voting results for Proposal 3
          were as follows: 16,682,496 shares cast "for", 695,287 shares cast
          "against", 68,096 shares abstained, and no broker non-votes were cast.
          Proposal 4 sought shareholder approval for a change in the state of
          incorporation of the Company from the State of California to the State
          of Delaware by means of a merger of the Company with and into a
          wholly-owned Delaware subsidiary. The voting 


                                       17

<PAGE>   18
               results for Proposal 4 were as follows: 11,603,051 shares cast
               "for", 1,440,652 shares cast "against", 73,258 shares abstained,
               and 4,328,918 broker non-votes were cast. Proposal 5 sought
               shareholder approval for the form of indemnification agreement to
               be entered into between the Company and its directors and
               officers in connection with the proposed reincorporation. The
               voting results for Proposal 5 were as follows: 12,309,178 shares
               cast "for", 701,090 shares cast "against", 106,693 shares
               abstained, and 4,328,918 broker non-votes were cast. Proposal 6
               sought shareholder approval for an amendment to the Company's
               Amended and Restated Articles of Incorporation to effect a
               reverse split of the Company's Common Stock. The voting results
               for Proposal 6 were as follows: 16,175,698 shares cast "for",
               1,207,763 shares cast "against", 62,418 shares abstained, and no
               broker non-votes were cast. Proposal 7 sought shareholder
               approval for an amendment to the Company's Amended and Restated
               Article of Incorporation increasing the authorized number of
               shares of Common Stock of the Company from 40,000,000 shares to
               60,000,000 shares. The voting results for Proposal 7 were as
               follows: 15,952,742 shares cast "for", 1,441,569 shares cast
               "against", 51,568 shares abstained, and no broker non-votes were
               cast. Proposal 8 sought shareholder approval to confirm the
               appointment of Ernst & Young LLP as independent auditors for the
               fiscal year ending December 31, 1998. The voting results for
               Proposal 8 were as follows: 17,397,709 shares cast "for", 29,810
               shares cast "against", 18,360 shares abstained, and no broker
               non-votes were cast. For additional detail as to the matters
               submitted for shareholder vote at the Annual Meeting, refer to
               the definitive proxy materials relating to the 1998 Annual
               Meeting of Shareholders which were sent to the Commission on
               April 6, 1998.



Item 5.   Other Information

          None 

Item 6.   Exhibits and reports on Form 8-K

          a)   Exhibits

<TABLE>
<CAPTION>
          Exhibit       Description
          -------       -----------
          <S>           <C>
          3.1(1)        Certificate of Incorporation.
          3.2(2)        Bylaws, as amended.
          4.1(2)        Form of Common Stock Certificate.
          27.1          Financial Data Schedule
</TABLE>

          (1)  Incorporated by reference to the exhibit filed with the Form 8-K
               on July 27, 1998.

          (2)  Incorporated by reference to the exhibit filed with Registrant's
               Registration Statement on Form S-1 (No. 33-42107), as amended.

          b)   Reports on Form 8-K. No reports on Form 8-K were filed by the
               Company during the quarter ended June 30, 1998.


                                       18

<PAGE>   19

                                    SIGNATURE


     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 thereunto duly authorized.


                                      ANERGEN, INC.


Date:  August 12, 1998                   By: /s/ DAVID V. SMITH
                                             ----------------------------------
                                             David V. Smith
                                             Vice President, Finance and Chief
                                             Financial Officer on behalf of the 
                                             Company and as principal financial
                                             and chief accounting officer


                                       19

<PAGE>   20

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit             Description
-------             -----------
<S>                 <C>
3.1(1)              Certificate of Incorporation.

3.2(2)              Bylaws, as amended.

4.1(2)              Form of Common Stock Certificate.

27.1                Financial Data Schedule
</TABLE>
------------
(1)  Incorporated by reference to the exhibit filed with the Form 8-K on July
     27, 1998.

(2)  Incorporated by reference to the exhibit filed with Registrant's
     Registration Statement on Form S-1 (No. 33-42107), as amended.