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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

(Mark One)
X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1997.

                                       OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from _____________ to_____________ .

                         Commission file number 0-28272

                                  AVIGEN, INC.

             (Exact name of registrant as specified in its charter)


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<CAPTION>
                           DELAWARE                                               13-3647113
<S>                                                                     <C>
(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer identification No.)
</TABLE>


         1201 HARBOR BAY PARKWAY, SUITE 1000, ALAMEDA, CALIFORNIA 94502
              (Address of principal executive offices and zip code)

                                 (510) 748-7150
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.001 par value
--------------------------------------------------------------------------------
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 of 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 ___

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]

         The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of September 22, 1997, was approximately $32,798,610 based
upon the closing sale price of the registrant's Common Stock as reported on the
NASDAQ National Market System on such date.  The number of outstanding shares
of the Registrant's Common Stock as of September 22, 1997 was 7,288,580.

                      DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following documents are incorporated by reference into Parts III
and IV of this Form 10-K Report: The definitive Proxy Statement for the
Registrant's Annual Meeting of Stockholders scheduled to be held on November 21,
1997.

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                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 of 15(d) 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.
 
Dated: September 27, 1996                 AVIGEN, INC.
 
                                          By: /s/ JOHN MONAHAN, PH.D.
                                            ------------------------------------
                                                    John Monahan, Ph.D.
                                          President, Chief Executive Officer
                                          and Director
 
                               POWER OF ATTORNEY
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John Monahan and Philip J. Whitcome, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Report, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
 
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<CAPTION>
                   SIGNATURE                               TITLE                   DATE
-----------------------------------------------  -------------------------  -------------------
<C>                                              <S>                        <C>
            /s/ JOHN MONAHAN, PH.D.              President, Chief           September 27, 1997
-----------------------------------------------  Executive Officer and
              John Monahan, Ph.D.                Director (Principal
                                                 Executive Officer)
 
                       *                         Chief Financial Officer    September 27, 1997
-----------------------------------------------
               Thomas J. Paulson
 
                       *                         Controller (Principal      September 27, 1997
-----------------------------------------------  Accounting Officer)
                  Glenn Bauer
 
                       *                         Chairman of the Board      September 27, 1997
-----------------------------------------------
           Philip J. Whitcome, Ph.D.
 
                       *                         Director                   September 27, 1997
-----------------------------------------------
             Zola Horovitz, Ph.D.
 
                       *                         Director                   September 27, 1997
-----------------------------------------------
           Yuichi Iwaki, M.D., Ph.D.
 
                       *                         Director                   September 27, 1997
-----------------------------------------------
               Richard T. Pratt
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<CAPTION>
                   SIGNATURE                               TITLE                   DATE
-----------------------------------------------  -------------------------  -------------------
<C>                                              <S>                        <C>
 
                       *                         Director                   September 27, 1997
-----------------------------------------------
         John K.A. Prendergast, Ph.D.
 
                       *                         Director                   September 27, 1997
-----------------------------------------------
          Lindsay A. Rosenwald, M.D.
 
                       *                         Director                   September 27, 1997
-----------------------------------------------
              Leonard P. Shaykin
 
         *By: /s/ JOHN MONAHAN, PH.D.
-----------------------------------------------
              John Monahan, Ph.D.
               Attorney-in-Fact
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