<PAGE>   1
      As filed with the Securities and Exchange Commission on May 12, 1998
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933

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



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

                               301 Penobscot Drive
                         Redwood City, California 94063
  (Address, including zip code, of Registrant's of principal executive offices)


                                 1996 STOCK PLAN
                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                             BARRY M. SHERMAN, M.D.
                             Chief Executive Officer
                                  ANERGEN, INC.
                               301 Penobscot Drive
                         Redwood City, California 94063
                                 (650) 361-8901
(Name, address, and telephone number, including area code, of agent for service)


                                    Copy to:
                            Trevor J. Chaplick, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (650) 493-9300


================================================================================
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=================================================================================================================
   Title of Each Class of       Amount to be     Proposed Maximum         Proposed Maximum           Amount of
Securities to be Registered      Registered       Offering Price         Aggregate Offering        Registration
                                                    Per Share                  Price                    Fee
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                     <C>                       <C>    
Common Stock,                  500,000 Shares        $1.1688(1)            $584,400.00(1)             $173.00
no par value issuable 
pursuant to the 1991 
Employee Stock Purchase
Plan
-----------------------------------------------------------------------------------------------------------------
Common Stock,                1,000,000 Shares        $1.375(2)           $1,375,000.00(2)             $406.00
no par value issuable 
pursuant to the 1996 
Stock Plan
=================================================================================================================
</TABLE>

(1)     Estimated in accordance with Rule 457(h) solely for the purpose of
        calculating the filing fee on the basis of 85% of $1.1688 per share,
        which is the average of the high and low prices reported on the NASDAQ
        Stock Market Inc.'s National Market on May 6, 1998.

(2)     Estimated in accordance with Rule 457(h) solely for the purpose of
        calculating the filing fee on the basis of $1.375 per share, which is
        the average of the high and low prices reported on the NASDAQ Stock
        Market Inc.'s National Market on May 6, 1998.



                                      -2-
<PAGE>   3
                                  ANERGEN, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by Anergen,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"):

                (a)     The Company's Annual Report on Form 10-K for the fiscal
                        year ended December 31, 1997 and filed with the
                        Commission on March 31, 1998.

                (b)     The Company's Quarterly Reports on Form 10-Q for the
                        quarters ended June 30, 1997 and September 30, 1997.

                (c)     The description of the Company's Common Stock set forth
                        in the Company's Registration Statement on Form S-1
                        number 33-42107, as amended on October 8, 1991,
                        incorporated by reference in the Company's Registration
                        Statement on Form 8-A filed with the Commission on
                        August 7, 1991, pursuant to Section 12(g) of the
                        Securities Exchange Act of 1934, as amended (the
                        "Exchange Act").

                (d)     The Company's previously filed registration statements
                        on Form S-8 (Nos. 33-33771, 33-95660, 33-44941 and
                        33-70586) under which 3,289,244 shares of Common Stock
                        were registered under the 1988 Stock Option Plan, the
                        1992 Consultant Stock Plan, the 1991 Employee Stock
                        Purchase Plan and the 1995 Director Option Plan.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.


<PAGE>   4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article IV of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Article VII of the Company's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California Corporations Code.

        In addition, the Company has entered into contractual agreements with
certain directors and officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These agreements
also resolve certain procedural and substantive matters that are not covered, or
are covered in less detail, in the Bylaws or by the California Corporations
Code.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the California Corporations Code, the Company's Articles,
the foregoing Bylaw provisions or the Company's indemnification agreements, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
question has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The exhibits to this Registration Statement are listed in the Exhibit
Index elsewhere herein.


                                      -2-
<PAGE>   5
ITEM 9. UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement to include any material
                        information with respect to the plan of distribution not
                        previously disclosed in the Registration Statement or
                        any material change to such information in the
                        Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new registration statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act, each
                filing of the Registrant's annual report pursuant to Section
                13(a) or Section 15(d) of the Exchange Act (and, where
                applicable, each filing of an employee benefit plan's annual
                report pursuant to Section 15(d) of the Exchange Act) that is
                incorporated by reference in the registration statement shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act may be permitted to directors, officers and
                controlling persons of Registrant pursuant to the California
                Corporations Code, the Articles or the Bylaws of Registrant,
                indemnification agreements entered into between Registrant and
                its officers and directors, or otherwise, Registrant has been
                advised that in the opinion of the Commission such
                indemnification is against public policy as expressed in the
                Securities Act and is, therefore, unenforceable. In the event
                that a claim for indemnification against such liabilities (other
                than the payment by Registrant of expenses incurred or paid by a
                director, officer, or controlling person of the Registrant in
                the successful defense of any action, suit or proceeding) is
                asserted by such director, officer or controlling person in
                connection with the securities being registered hereunder,
                Registrant will, unless in the opinion of its counsel the matter
                has been settled by controlling precedent, submit to a court of
                appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Securities Act and will be governed by the final
                adjudication of such issue.


                                      -3-
<PAGE>   6
                                   SIGNATURES


        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redwood City, State of California, on this 11th day
of May 1998.

                                       ANERGEN, INC.



                                       By: /s/ BARRY M. SHERMAN
                                           ---------------------------
                                           Barry M. Sherman, M.D.
                                           President and Chief Executive Officer


                                      -4-
<PAGE>   7
                                POWER OF ATTORNEY


        KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints Barry M. Sherman, M.D. and
David V. Smith and each of them, as his or her attorney-in-fact, with the full
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all of said attorney-in-fact, or his substitute
or substitutes, may do or cause to be done by virtue hereof.

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON THE
11TH DAY OF MAY 1998, IN THE CAPACITIES INDICATED.


<TABLE>
<CAPTION>
              SIGNATURE                                 TITLE

<S>                                      <C>
/s/ Barry M. Sherman, M.D.               President, Chief Executive Officer, 
--------------------------------------   Secretary and Director (Principal 
(Barry M. Sherman, M.D.)                 Executive Officer)                
                                         

/s/ David V. Smith                       Vice President, Finance and Chief 
--------------------------------------   Financial Officer (Principal 
(David V. Smith)                         Financial and Accounting Officer)

/s/ Bruce L.A. Carter, Ph.D.             Director
--------------------------------------
(Bruce L. A. Carter, Ph.D.)


/s/ Nicholas J. Lowcock                  Director
--------------------------------------
(Nicholas J. Lowcock)


/s/ Harden M. McConnell, Ph.D.           Director
--------------------------------------
(Harden M. McConnell, Ph.D.)


/s/ Harry H. Penner, Jr.                 Director
--------------------------------------
(Harry H. Penner, Jr.)


/s/ James E. Thomas                      Director
--------------------------------------
(James E. Thomas)


/s/ Nichole Vitullo                      Director
--------------------------------------
(Nicole Vitullo)
</TABLE>

                                      -5-
<PAGE>   8
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                  Description
-------                 -----------

<S>         <C>
4.1         1996 Stock Plan together with forms of agreements used thereunder.(1)

4.2         1991 Employee Stock Purchase Plan together with forms of agreements
            used thereunder.(2)

5.1         Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
            Corporation.

23.1        Consent of Counsel (Contained in Exhibit 5.1 above).

23.2        Consent of Ernst & Young LLP, Independent Auditors.

25.1        Power of Attorney (see page II-4).
</TABLE>


--------

(1)   Exhibit 4.1 is incorporated by reference to the Registration Statement on
      Form S-8 filed by Anergen, Inc. on August 15, 1997 (Registration No.
      333-33771).

(2)   Exhibit 4.2 is incorporated by reference to the Registration Statement on
      Form S-8 filed by Anergen, Inc. on August 15, 1997 (Registration No.
      333-33771).


                                      -1-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17061}]
{"company-data": {"conformed-name": "ANERGEN INC", "cik": "0000877929", "assigned-sic": "2836", "irs-number": "770183594", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52429", "film-number": "98616809"}, "business-address": {"street1": "301 PENOBSCOT DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "4153618901"}, "mail-address": {"street1": "301 PENOBSCOT DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
1
      As filed with the Securities and Exchange Commission on May 12, 1998
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933

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

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

                               301 Penobscot Drive
                         Redwood City, California 94063
  (Address, including zip code, of Registrant's of principal executive offices)

                                 1996 STOCK PLAN
                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             BARRY M. SHERMAN, M.D.
                             Chief Executive Officer
                                  ANERGEN, INC.
                               301 Penobscot Drive
                         Redwood City, California 94063
                                 (650) 361-8901
(Name, address, and telephone number, including area code, of agent for service)

                                    Copy to:
                            Trevor J. Chaplick, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (650) 493-9300

================================================================================
2
                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
   Title of Each Class of       Amount to be     Proposed Maximum         Proposed Maximum           Amount of
Securities to be Registered      Registered       Offering Price         Aggregate Offering        Registration
                                                    Per Share                  Price                    Fee
-----------------------------------------------------------------------------------------------------------------
Common Stock,                  500,000 Shares        $1.1688(1)            $584,400.00(1)             $173.00
no par value issuable 
pursuant to the 1991 
Employee Stock Purchase
Plan
-----------------------------------------------------------------------------------------------------------------
Common Stock,                1,000,000 Shares        $1.375(2)           $1,375,000.00(2)             $406.00
no par value issuable 
pursuant to the 1996 
Stock Plan
=================================================================================================================
(1)     Estimated in accordance with Rule 457(h) solely for the purpose of
        calculating the filing fee on the basis of 85% of $1.1688 per share,
        which is the average of the high and low prices reported on the NASDAQ
        Stock Market Inc.'s National Market on May 6, 1998.

(2)     Estimated in accordance with Rule 457(h) solely for the purpose of
        calculating the filing fee on the basis of $1.375 per share, which is
        the average of the high and low prices reported on the NASDAQ Stock
        Market Inc.'s National Market on May 6, 1998.

                                      -2-
3
                                  ANERGEN, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by Anergen,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"):

                (a)     The Company's Annual Report on Form 10-K for the fiscal
                        year ended December 31, 1997 and filed with the
                        Commission on March 31, 1998.

                (b)     The Company's Quarterly Reports on Form 10-Q for the
                        quarters ended June 30, 1997 and September 30, 1997.

                (c)     The description of the Company's Common Stock set forth
                        in the Company's Registration Statement on Form S-1
                        number 33-42107, as amended on October 8, 1991,
                        incorporated by reference in the Company's Registration
                        Statement on Form 8-A filed with the Commission on
                        August 7, 1991, pursuant to Section 12(g) of the
                        Securities Exchange Act of 1934, as amended (the
                        "Exchange Act").

                (d)     The Company's previously filed registration statements
                        on Form S-8 (Nos. 33-33771, 33-95660, 33-44941 and
                        33-70586) under which 3,289,244 shares of Common Stock
                        were registered under the 1988 Stock Option Plan, the
                        1992 Consultant Stock Plan, the 1991 Employee Stock
                        Purchase Plan and the 1995 Director Option Plan.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.
4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article IV of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Article VII of the Company's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California Corporations Code.

        In addition, the Company has entered into contractual agreements with
certain directors and officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These agreements
also resolve certain procedural and substantive matters that are not covered, or
are covered in less detail, in the Bylaws or by the California Corporations
Code.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the California Corporations Code, the Company's Articles,
the foregoing Bylaw provisions or the Company's indemnification agreements, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
question has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The exhibits to this Registration Statement are listed in the Exhibit
Index elsewhere herein.

                                      -2-
5
ITEM 9. UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement to include any material
                        information with respect to the plan of distribution not
                        previously disclosed in the Registration Statement or
                        any material change to such information in the
                        Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new registration statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act, each
                filing of the Registrant's annual report pursuant to Section
                13(a) or Section 15(d) of the Exchange Act (and, where
                applicable, each filing of an employee benefit plan's annual
                report pursuant to Section 15(d) of the Exchange Act) that is
                incorporated by reference in the registration statement shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act may be permitted to directors, officers and
                controlling persons of Registrant pursuant to the California
                Corporations Code, the Articles or the Bylaws of Registrant,
                indemnification agreements entered into between Registrant and
                its officers and directors, or otherwise, Registrant has been
                advised that in the opinion of the Commission such
                indemnification is against public policy as expressed in the
                Securities Act and is, therefore, unenforceable. In the event
                that a claim for indemnification against such liabilities (other
                than the payment by Registrant of expenses incurred or paid by a
                director, officer, or controlling person of the Registrant in
                the successful defense of any action, suit or proceeding) is
                asserted by such director, officer or controlling person in
                connection with the securities being registered hereunder,
                Registrant will, unless in the opinion of its counsel the matter
                has been settled by controlling precedent, submit to a court of
                appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Securities Act and will be governed by the final
                adjudication of such issue.

                                      -3-
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redwood City, State of California, on this 11th day
of May 1998.

                                       ANERGEN, INC.

                                       By: /s/ BARRY M. SHERMAN
                                           ---------------------------
                                           Barry M. Sherman, M.D.
                                           President and Chief Executive Officer

                                      -4-
7
                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints Barry M. Sherman, M.D. and
David V. Smith and each of them, as his or her attorney-in-fact, with the full
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all of said attorney-in-fact, or his substitute
or substitutes, may do or cause to be done by virtue hereof.

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON THE
11TH DAY OF MAY 1998, IN THE CAPACITIES INDICATED.
SIGNATURE                                 TITLE
/s/ Barry M. Sherman, M.D.               President, Chief Executive Officer, 
--------------------------------------   Secretary and Director (Principal 
(Barry M. Sherman, M.D.)                 Executive Officer)                
                                         

/s/ David V. Smith                       Vice President, Finance and Chief 
--------------------------------------   Financial Officer (Principal 
(David V. Smith)                         Financial and Accounting Officer)

/s/ Bruce L.A. Carter, Ph.D.             Director
--------------------------------------
(Bruce L. A. Carter, Ph.D.)

/s/ Nicholas J. Lowcock                  Director
--------------------------------------
(Nicholas J. Lowcock)

/s/ Harden M. McConnell, Ph.D.           Director
--------------------------------------
(Harden M. McConnell, Ph.D.)

/s/ Harry H. Penner, Jr.                 Director
--------------------------------------
(Harry H. Penner, Jr.)

/s/ James E. Thomas                      Director
--------------------------------------
(James E. Thomas)

/s/ Nichole Vitullo                      Director
--------------------------------------
(Nicole Vitullo)
-5-
8
                                INDEX TO EXHIBITS
Exhibit
Number                  Description
-------                 -----------
4.1         1996 Stock Plan together with forms of agreements used thereunder.(1)

4.2         1991 Employee Stock Purchase Plan together with forms of agreements
            used thereunder.(2)

5.1         Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
            Corporation.

23.1        Consent of Counsel (Contained in Exhibit 5.1 above).

23.2        Consent of Ernst & Young LLP, Independent Auditors.

25.1        Power of Attorney (see page II-4).
--------

(1)   Exhibit 4.1 is incorporated by reference to the Registration Statement on
      Form S-8 filed by Anergen, Inc. on August 15, 1997 (Registration No.
      333-33771).

(2)   Exhibit 4.2 is incorporated by reference to the Registration Statement on
      Form S-8 filed by Anergen, Inc. on August 15, 1997 (Registration No.
      333-33771).

                                      -1-