UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2009

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

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

1301 Harbor Bay Parkway
Alameda, California 94502
(Address of principal executive offices and zip code)

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

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events.

On January 26, 2009, Avigen, Inc. issued a press release stating that it will review and consider the unsolicited tender offer made by BVF Acquisition LLC a wholly owned subsidiary of Biotechnology Value Fund, L.P. (collectively, “BVF”), to purchase all of the outstanding shares of Avigen Inc.’s common stock for $1.00 per share.

A copy of the press release is attached as Exhibit 99.1 and is incorporated into this current report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description
99.1 Press release issued by Avigen, Inc. on January 26, 2009.


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 hereunto duly authorized.

Date: January 26, 2009     AVIGEN, INC.
 
  By:   /s/ Andrew A. Sauter
    Andrew A. Sauter
    Chief Financial Officer


INDEX TO EXHIBITS

Exhibit No.       Description
99.1 Press release issued by Avigen, Inc. on January 26, 2009.


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