<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, 1997 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)



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

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

                        Telephone number: (415) 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 June 30, 1997, Registrant had outstanding 18,818,597 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, 1997
                    and December 31, 1996 .......................................................            3

                  Condensed statements of operations - three  and six months
                    ended June 30, 1997 and 1996 ................................................            4

                  Condensed statements of cash flows - six months
                    ended June 30, 1997 and 1996 ................................................            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 FOR SHARE DATA)



<TABLE>
<CAPTION>
                                    ASSETS
                                                                            JUNE 30, 1997    DECEMBER 31, 1996
                                                                            (UNAUDITED)
                                                                              --------           --------
<S>                                                                           <C>                <C>   
Current assets:
     Cash and equivalents ..........................................          $  5,970           $  3,963
     Short-term investments ........................................             5,463             12,437
     Contract receivables - related party ..........................             1,902                320
     Prepaid expenses ..............................................                98                208
                                                                              --------           --------
                  Total current assets .............................            13,433             16,928
Property and equipment, net ........................................             1,845              1,459
Other assets .......................................................                36                 36
                                                                              --------           --------

                                                                              $ 15,314           $ 18,423
                                                                              ========           ========
                             LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable  and accrued liabilities .....................          $  1,814           $  1,326
     Current portion of capital lease obligations and debt .........               617                728
                                                                              --------           --------

                  Total current liabilities ........................             2,431              2,054

Long-term portion of capital lease obligations and debt ............               723                366
Commitments
Shareholders' equity:
     Preferred stock, no par value;  none issued and outstanding ...              --                 --
     Common stock, no par value;  40,000,000 shares authorized;
           18,818,597 issued and outstanding (18,780,697 at December
           31, 1996) ...............................................            57,583             57,484
     Additional paid-in-capital ....................................               659                659
     Unrealized gain (loss) on investments .........................               (31)               (34)
     Accumulated deficit ...........................................           (46,051)           (42,106)
                                                                              --------           --------
                  Total shareholders' equity .......................            12,160             16,003
                                                                              --------           --------
                                                                              $ 15,314           $ 18,423
                                                                              ========           ========
</TABLE>

Note:    The balance sheet at June 30, 1997 is derived from unaudited financial
         statements. The December 31, 1996 information is derived from audited
         financial statements at that date, but does not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements.





                             See accompanying notes.



                                       3


<PAGE>   4
W
                                  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,
                                                    ---------------------------           ---------------------------
                                                      1997               1996              1997                1996
                                                    --------           --------           --------           --------
<S>                                                 <C>                <C>                <C>                <C>     
Revenues:
     Contract revenues ...................          $  1,354           $    639           $  3,162           $  1,422
     Interest income .....................               117                120                299                259
                                                    --------           --------           --------           --------
 
                                                       1,471                759              3,461              1,681

Expenses:
     Research and development ............             2,822              1,945              5,709              3,840
     General and administrative ..........               709                556              1,593              1,059
     Interest expense ....................                61                 44                104                 99
                                                    --------           --------           --------           --------
                                                       3,592              2,545              7,406              4,998
                                                    --------           --------           --------           --------
Net loss .................................          $ (2,121)          $ (1,786)          $ (3,945)          $ (3,317)
                                                    ========           ========           ========           ========
Net loss per share .......................          $  (0.11)          $  (0.12)          $  (0.21)          $  (0.22)
                                                    ========           ========           ========           ========

Shares used in calculating per share  data            18,819             15,064             18,819             15,024
                                                    ========           ========           ========           ========
</TABLE>



                             See accompanying notes.










                                       4

<PAGE>   5
                                  ANERGEN, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED
                                                                           JUNE 30,
                                                                  ---------------------------
                                                                    1997               1996
                                                                  --------           --------
<S>                                                               <C>                <C>      
Cash flows provided by (used in) operating activities:
   Net loss ............................................          $ (3,945)          $ (3,317)
   Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation and amortization .....................               409                539
     Deferred compensation amortization ................              --                   11
   Changes in operating assets and liabilities:
     Contract receivables - related party ..............            (1,582)               151
     Prepaid expenses ..................................               110               (218)
     Other assets ......................................              --                 --
     Accounts payable and accrued liabilities ..........               488               (289)
                                                                  --------           --------
Net cash used in operating activities ..................            (4,520)            (3,123)

Cash flows provided by (used in) investing activities:
   Purchase of investments available-for-sale ..........           (15,899)            (3,078)
   Sale of investments available-for-sale ..............            22,876              6,472
   Purchase of property and equipment ..................              (795)              (238)
                                                                  --------           --------
Net cash provided by investing activities ..............             6,182              3,156
                                                                  --------           --------

Cash flows provided by (used in) financing activities:
   Proceeds from facility and equipment  debt financing                545               --
   Repayments of capital lease obligations and debt ....              (299)              (525)
   Issuance of common stock, net .......................                99                122
                                                                  --------           --------
Net cash provided by (used in) financing activities ....               345               (403)

Net increase (decrease) in cash ........................             2,007               (370)
Cash  and equivalents at beginning of period ...........             3,963                468
                                                                  --------           --------
Cash  and equivalents at end of period .................             5,970                 98
Short-term investments at end of period ................             5,463              7,574
                                                                  --------           --------
Cash and short-term investments at end of period .......          $ 11,433           $  7,672
                                                                  ========           ========
</TABLE>



                             See accompanying notes.








                                       5

<PAGE>   6

                                  ANERGEN, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 1997
                                   (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.

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, 1996. 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

         Net loss per share is computed using the weighted average number of
         shares of common stock outstanding. In February 1997, the Financial
         Accounting Standards Board issued Statement 128, Earnings per Share,
         which is required to be adopted on December 31, 1997. At that time, the
         Company will be required to change the method currently used to compute
         loss per share and to restate all prior periods. Under the new
         requirements for calculating primary earnings per share, the dilutive
         effect of stock options will be excluded. The Company currently
         excludes common equivalent shares from outstanding stock options and
         warrants from the computation as their effect is anti-dilutive. The
         Company does not expect there to be a material impact on the net loss
         per share calculation upon adoption of Statement 128.







                                       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. 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, 1996.

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, 1997 were approximately $11.4 million, a decrease from $16.4
         million due to cash used in operations and timing of receipts of
         contract receivables. Accounts payable and accrued liabilities
         increased to $1,814,000 at June 30, 1997 from $1,326,000 at December
         31, 1996 primarily due to timing of payments related to clinical
         trials. Long-term debt increased from $366,000 at December 31, 1996 to
         $723,000 at June 30, 1997 due to the debt financing of equipment
         purchases. The Company had shareholders' equity at June 30, 1997 of
         approximately $12.2 million.

         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
         approximately 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"), manufacturing
         of GMP grade material for the Phase I clinical trial of the Company's
         AnergiX(TM) for Multiple Sclerosis ("MS") and the conduct of such trial
         and continued research and development and preparation for clinical
         testing of AnergiX for the treatment of RA, Type I Diabetes and
         Myasthenia Gravis. 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 other autoimmune diseases. These
         foregoing forward-looking statements involve risks and uncertainties
         that could cause actual results to differ materially. 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 results of laboratory testing, 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
         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 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.






                                       7

<PAGE>   8

RESULTS OF OPERATIONS

         The Company's net loss increased by 19% to $2,121,000 in the fiscal
         quarter ended June 30, 1997 compared to a $1,786,000 loss in the
         corresponding period in the previous year. The increase was due to
         expenses that increased 41% to $3,592,000 in the fiscal quarter ended
         June 30, 1997 compared to $2,545,000 in the corresponding period in the
         previous year partially offset by an increase in revenues of 94% to
         $1,471,000 in the fiscal quarter ended June 30, 1997 compared to
         $759,000 in the corresponding period in the previous year. Total
         expenses increased primarily due to increased expenses for research and
         development related to clinical trials and development activities
         associated with the Company's collaborative arrangement with N. V.
         Organon. Research and development expenses increased 45% to $2,822,000
         for the quarter ended June 30, 1997 from $1,945,000 in the
         corresponding period in the previous year due to an increase in
         clinical activities related to the Company's ongoing Phase IIa clinical
         trial of AnervaX for RA and an increase in manufacturing activities
         related to the Company's development of AnergiX for RA. The Company
         expects total operating expenses to increase as it increases research
         and development efforts.

         General and administrative expenses increased 28% to $709,000 for the
         quarter ended June 30, 1997 compared to $556,000 in the corresponding
         period in the previous year primarily due to costs associated with an
         expanded management team, recruitment efforts and increased corporate
         development activities.

         The increase in revenues was primarily due to revenues recorded in the
         second quarter related to the Company's collaborative agreement with N.
         V. Organon. Interest income decreased slightly to $117,000 for the
         quarter ended June 30, 1997 as compared to $120,000 in the
         corresponding period in the previous year. Interest income is expected
         to decline gradually over future periods as invested capital is used
         for operating activities. Interest expense increased to $61,000 for the
         quarter ended June 30, 1997 as compared to $44,000 in the corresponding
         period in the previous year due to higher debt balances as the Company
         financed capital purchases.

         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.

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.




                                       8


<PAGE>   9



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, 1997 and
         1996 were approximately $2.1 million and $1.8 million, respectively,
         and the Company had an accumulated deficit of approximately $46.1
         million as of June 30, 1997. 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
         approximately 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 and AnergiX for MS, and continued research
         and development and preparation for clinical testing of AnergiX for the
         treatment of RA, IDDM and MG. 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 current and or
         other autoimmune diseases. The Company's working capital requirements
         over the next two years 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 results of laboratory testing, 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 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 FDA'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






                                       9

<PAGE>   10



         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, 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





                                       10

<PAGE>   11



         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. To date, 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. 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
         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 and development 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 Novo
         Nordisk, 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





                                       11

<PAGE>   12



         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 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



                                       12

<PAGE>   13



         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 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.




                                       13

<PAGE>   14




         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 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.






                                       14

<PAGE>   15

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 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 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 50% 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



                                       15


<PAGE>   16

         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

           None

Item 5.    Other Information

           None

Item 6.    Exhibits and reports on Form 8-K

           a)     Exhibits

         Exhibit        Description

         3.1(1)         Restated and Amended Articles of Incorporation.
         3.2(1)         Bylaws, as amended.
         4.1(1)         Form of Common Stock Certificate.
         27.1           Financial Data Schedule

            (1)   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, 1997.
















                                       17

<PAGE>   18

                                    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 11, 1997               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












                                       18





<PAGE>   19




                                 Exhibit Index

Exhibit         Description
 3.1(1)         Restated and Amended Articles of Incorporation.
 3.2(1)         Bylaws, as amended.
 4.1(1)         Form of Common Stock certificate
27.1            Financial Data Schedule

(1) 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 8K. No reports on Form 8-K were filed by the Company
    during the quarter ended June 30, 1997.