As filed with the Securities and Exchange Commission on August 11, 1997

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933
                             ----------------------

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

          Delaware                                               41-1719104
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

       4001 Lexington Avenue North                                  55126
         Arden Hills, Minnesota                                   (Zip Code)
(Address of principal executive offices)

                                  GALAGEN INC.
                               1997 Incentive Plan
                            (Full title of the Plan)

                          Robert A. Hoerr, M.D., Ph.D.
                                  President and
                             Chief Executive Officer
                                  GalaGen Inc.
                           4001 Lexington Avenue North
                          Arden Hills, Minnesota 55126
                     (Name and address of agent for service)

                                 (612) 481-2105
          (Telephone number, including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed
   Title of        Amount        maximum        Proposed maximum     Amount of
 securities to      to be     offering price   aggregate offering   registration
 be registered   registered    per share (1)         price (1)           fee
================================================================================
 Common Stock,    1,250,000
$.01 par value     shares          $2.35            $2,937,500           $891
================================================================================
(1)  Estimated  solely  for the  purpose of  determining  the  registration  fee
     pursuant to the  provisions of Rule  457(h)(i)  under the Securities Act of
     1933, as amended,  based on the average of the high and low sale prices per
     share of the  Registrant's  Common  Stock as quoted on the Nasdaq  National
     Market on August 6, 1997.

================================================================================



<PAGE>



                                  GALAGEN INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The  following  documents of GalaGen Inc.  (the  "Company")  filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (File No.  0-27976),  are,
as of their respective  dates,  incorporated in this  Registration  Statement by
reference and made a part hereof:

     1.   The Company's latest Annual Report on Form 10-K which contains, either
          directly  or  by   incorporation  by  reference,   audited   financial
          statements  for the  Company's  latest  fiscal  year  for  which  such
          statements have been filed.

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the Annual Report referred to in (1) above.

     3.   The  description  of the Company's  Common Stock which is contained in
          the  Registration  Statement on Form 8-A  (Registration  No.  0-27976)
          filed on March 13, 1996 (and  declared  effective  on March 25,  1996)
          under the Exchange Act and all  amendments  and reports  filed for the
          purpose of updating such description.

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

     Any  statement  contained  in a  document  incorporated,  or  deemed  to be
incorporated,  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained   herein  or  incorporated   herein  by  reference  or  in  any  other
subsequently  filed  document  that also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          Not Applicable.


                                      II-1


<PAGE>


Item 6. Indemnification of Directors and Officers.

     Under Delaware law, a corporation  may indemnify any person who was or is a
party or is  threatened to be made a party to an action (other than an action by
or in the  right of the  corporation)  by  reason  of his or her  services  as a
director  or  officer  of  the  corporation,  or  his  or  her  service,  at the
corporation's  request,  as a  director,  officer,  employee or agent of another
corporation or other enterprise,  against expenses  (including  attorneys' fees)
that are  actually  and  reasonably  incurred  by him or her  ("Expenses"),  and
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred by him or her, in  connection  with the defense or  settlement  of such
action,  provided  that he or she acted in good  faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe that his or her conduct was unlawful. Although Delaware law permits a
corporation  to  indemnify  any person  referred  to above  against  Expenses in
connection with the defense or settlement of an action by or in the right of the
corporation,  provided  that he or she acted in good faith and in a manner he or
she  reasonably  believed  to be in or not  opposed  to the  corporation's  best
interests,   if  such  person  has  been  judged  liable  to  the   corporation,
indemnification  is only  permitted to the extent that the Court of Chancery (or
the  court in which  the  action  was  brought)  determines  that,  despite  the
adjudication  of  liability,  such  person is  entitled  to  indemnity  for such
Expenses as the court deems proper. The General  Corporation Law of the State of
Delaware also provides for mandatory  indemnification of any director,  officer,
employee or agent against Expenses to the extent such person has been successful
in any proceeding covered by the statute.  In addition,  the General Corporation
Law of  the  State  of  Delaware  provides  for  the  general  authorization  of
advancement  of a  director's  or  officer's  litigation  Expenses  in  lieu  of
requiring the  authorization  of such  advancement  by the board of directors in
specific cases, and that indemnification and advancement of Expenses provided by
the statute  shall not be deemed  exclusive  of any other  rights to which those
seeking  indemnification of Expenses may be entitled under any bylaw,  agreement
or otherwise.

     The Company's  Certificate of Incorporation  and Bylaws  currently  provide
that the Company will  indemnify  directors,  officers,  employees and agents in
accordance  with, and to the fullest extent  permitted by, the provisions of the
Delaware  General  Corporation  Law, as it may be amended from time to time. The
Certificate of Incorporation of the Company eliminates the personal liability of
a director to the Company or its stockholders for monetary damages for breach of
fiduciary  duty as a director,  except  under  certain  circumstances  involving
certain  wrongful acts such as breach of a director's  duty of loyalty,  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  for any  unlawful  acts  under  Section  174 of the  General
Corporation Law of the State of Delaware,  or for any  transaction  from which a
director derives an improper  personal  benefit.  Article V of the Bylaws of the
Company provides for the broad  indemnification of the directors and officers of
the Company and for  advancement  of litigation  expenses to the fullest  extent
required or permitted by current Delaware law.

     The  Company  maintains  a  policy  of  directors  and  officers  liability
insurance  that  reimburses  the  Company  for  expenses  that it may  incur  in
conjunction with the foregoing indemnity  provisions and that may provide direct
indemnification to officers and directors where the Company is unable to do so.

Item 7. Exemption from Registration Claimed.

          Not Applicable.

Item 8. Exhibits.

     Exhibit                       Description

     4.1            Specimen Common Stock Certificate.(1)

     4.2            Warrant to  purchase  13,541  shares of Common  Stock of the
                    Company  issued to Piper  Jaffray  Inc.,  dated  January 26,
                    1993.(1)


                                      II-2


<PAGE>



     4.3            Warrant to  purchase  20,312  shares of Common  Stock of the
                    Company issued to Gus Chafoulias, dated October 12, 1993.(1)

     4.4            Warrant to  purchase  20,312  shares of Common  Stock of the
                    Company issued to John Pappajohn, dated October 12, 1993.(1)

     4.5            Warrant  to  purchase  9,479  shares of Common  Stock of the
                    Company  issued  to Cato  Holding  Company,  dated  June 21,
                    1994.(1)

     4.6            Form of Common  Stock  Warrant to purchase  shares of Common
                    Stock of the Company,  issued in connection with the sale of
                    Convertible Promissory Notes.(1)

     4.7            Warrant to purchase  17,144 shares of Series F-1 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.8            Warrant to purchase  42,856 shares of Series F-2 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.9            Warrant to purchase  60,000 shares of Series F-3 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.10           Warrant to purchase  80,000 shares of Series F-3 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.11           Warrant to  purchase  18,250  shares of Common  Stock of the
                    Company  issued  to  IAI  Investment  Funds  VI,  Inc.  (IAI
                    Emerging Growth Fund), dated January 30, 1996.(1)

     4.12           Warrant  to  purchase  6,250  shares of Common  Stock of the
                    Company  issued  to  IAI  Investment  Funds  IV,  Inc.  (IAI
                    Regional Fund), dated January 30, 1996.(1)

     4.13           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company issued to John Pappajohn, dated February 2, 1996.(1)

     4.14           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company issued to Edgewater Private Equity Fund, L.P., dated
                    February 2, 1996.(1)

     4.15           Warrant to  purchase  10,000  shares of Common  Stock of the
                    Company  issued  to  Joseph  Giamenco,   dated  February  2,
                    1996.(1)

     4.16           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company  issued  to Gus A.  Chafoulias,  dated  February  2,
                    1996.(1)

     4.17           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company issued to JIBS Equities, dated February 2, 1996.(1)

     4.18           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company  issued to Land  O'Lakes,  Inc.,  dated  February 2,
                    1996.(1)

     5.1            Opinion  of Faegre & Benson  LLP as to the  legality  of the
                    shares being registered.

     23.1           Consent of Faegre & Benson LLP is  contained  in its opinion
                    filed as Exhibit 5.1 to this Registration Statement.


                                      II-3


<PAGE>



     23.2           Consent of Ernst & Young LLP.

     24.1           Power of Attorney  (included  in the  Signature  page to the
                    Registration Statement).

     99.1           GalaGen Inc. 1997 Incentive Plan. (2)
----------
(1)  Incorporated  herein  by  reference  to the same  numbered  Exhibit  to the
     Company's Registration Statement on Form S-1 (Registration No. 333-1032).


(2)  Incorporated  herein by  reference  to  Appendix  A to the  Company's  1997
     Definitive Proxy Statement on Schedule 14A (File No. 0-27976).

Item 9. Undertakings.

     A. The Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          Registration Statement; and

               (iii) 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;

provided,  however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference 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 a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     B. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  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


                                      II-4


<PAGE>



the securities  offered herein, 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 the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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,  the
Company  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.




                                      II-5


<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Arden Hills, State of Minnesota, on August 6, 1997.

                                        GALAGEN INC.


                                        By /s/ Robert A. Hoerr
                                           -------------------------------------
                                           Robert A. Hoerr
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Robert A. Hoerr, M.D. and Gregg A. Waldon, or either of them, such person's true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution  for such person and in such persons' name,  place and stead,  in
any and all  capacities,  to sign  the  Registration  Statement  on Form  S-8 of
GalaGen Inc. and any or all amendments (including post-effective  amendments) to
the Registration  Statement,  and to file the same, with all exhibits hereto 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 and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or either
of them, or their substitute or substitutes, may lawfully 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  by  the  following  persons  in  the
capacities indicated on August 6, 1997.

Signature                          Title                                        
---------                          -----                                        
                                                                                
/s/ Robert A. Hoerr                President and Chief Executive Officer        
-------------------                (Principal Executive Officer)                
Robert A. Hoerr                                                                 
                                        
/s/ Gregg A. Waldon                Vice President, Chief Financial Officer,     
-------------------                Secretary and Treasurer                      
Gregg A. Waldon                    (Principal Financial and Accounting Officer) 
                                                                                
/s/ R. David Spreng                Director                                     
-------------------                                                          
R. David Spreng                                                                 
                                                                                
/s/ Arthur D. Collins, Jr.         Director                                     
--------------------------                                                      
Arthur D. Collins, Jr.                                                          
                                                                           
/s/ Ronald O. Ostby                Director                                     
-------------------                
Ronald O. Ostby

/s/ Winston R. Wallin              Director               
---------------------              
Winston R. Wallin


<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                              Method
Exhibit                               Description                                           of Filing
-------                               -----------                                           ---------
  <S>     <C>                                                                             <C>                       
                                                                                          Incorporated by
  4.1     Specimen Common Stock Certificate.(1).....................................      Reference

  4.2     Warrant to purchase  13,541  shares of Common Stock of the Company  issued      Incorporated by
          to Piper Jaffray Inc., dated January 26, 1993.(1).........................      Reference

  4.3     Warrant to purchase  20,312  shares of Common Stock of the Company  issued      Incorporated by
          to Gus Chafoulias, dated October 12, 1993.(1).............................      Reference

  4.4     Warrant to purchase  20,312  shares of Common Stock of the Company  issued      Incorporated by
          to John Pappajohn, dated October 12, 1993.(1).............................      Reference

  4.5     Warrant to purchase  9,479 shares of Common Stock of the Company issued to      Incorporated by
          Cato Holding Company, dated June 21, 1994.(1).............................      Reference

  4.6     Form of Common  Stock  Warrant to purchase  shares of Common  Stock of the
          Company,  issued in  connection  with the sale of  Convertible  Promissory      Incorporated by
          Notes.(1).................................................................      Reference

  4.7     Warrant to purchase  17,144  shares of  Series F-1  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

  4.8     Warrant to purchase  42,856  shares of  Series F-2  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

  4.9     Warrant to purchase  60,000  shares of  Series F-3  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

 4.10     Warrant to purchase  80,000  shares of  Series F-3  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

 4.11     Warrant to purchase  18,250  shares of Common Stock of the Company  issued
          to IAI  Investment  Funds VI,  Inc.  (IAI  Emerging  Growth  Fund),  dated      Incorporated by
          January 30, 1996.(1)......................................................      Reference

 4.12     Warrant to purchase  6,250 shares of Common Stock of the Company issued to
          IAI  Investment  Funds IV, Inc. (IAI  Regional  Fund),  dated  January 30,      Incorporated by
          1996.(1)..................................................................      Reference

 4.13     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to John Pappajohn, dated February 2, 1996.(1).............................      Reference
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
 <S>      <C>                                                                             <C>
 4.14     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to Edgewater Private Equity Fund, L.P., dated February 2, 1996.(1)........      Reference

 4.15     Warrant to purchase  10,000  shares of Common Stock of the Company  issued      Incorporated by
          to Joseph Giamenco, dated February 2, 1996.(1)............................      Reference

 4.16     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to Gus A. Chafoulias, dated February 2, 1996.(1)..........................      Reference

 4.17     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to JIBS Equities, dated February 2, 1996.(1)..............................      Reference

 4.18     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to Land O'Lakes, Inc., dated February 2, 1996.(1).........................      Reference

  5.1     Opinion of Faegre & Benson  LLP as to the  legality  of the  shares  being      Electronic
          registered. ....................................................................Transmission

 23.1     Consent  of  Faegre & Benson  LLP is  contained  in its  opinion  filed as
          Exhibit 5 to this Registration Statement.
                                                                                          Electronic
 23.2     Consent of Ernst & Young LLP....................................................Transmission

 24.1     Power of Attorney  (included  in the  Signature  page to the  Registration      Electronic
          Statement). ....................................................................Transmission

                                                                                          Incorporated by
 99.1     GalaGen Inc. 1997 Incentive Plan. (2)...........................................Reference
</TABLE>


----------
(1)  Incorporated  herein  by  reference  to the same  numbered  Exhibit  to the
     Company's Registration Statement on Form S-1 (Registration No. 333-1032).
  
(2)  Incorporated  herein by  reference  to  Appendix  A to the  Company's  1997
     Definitive Proxy Statement on Schedule 14A (File No. 0-27976).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 29072}]
{"company-data": {"conformed-name": "GALAGEN INC", "cik": "0000889872", "assigned-sic": "2836", "irs-number": "411719104", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33357", "film-number": "97655887"}, "business-address": {"street1": "4001 LEXINGTON AVE N", "city": "ARDEN HILLS", "state": "MN", "zip": "55440", "phone": "6124812105"}, "mail-address": {"street1": "4001 LEXINGTON AVE NORTH", "city": "ARDEN HILLS", "state": "MN", "zip": "55126"}}
As filed with the Securities and Exchange Commission on August 11, 1997

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933
                             ----------------------

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

          Delaware                                               41-1719104
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

       4001 Lexington Avenue North                                  55126
         Arden Hills, Minnesota                                   (Zip Code)
(Address of principal executive offices)

                                  GALAGEN INC.
                               1997 Incentive Plan
                            (Full title of the Plan)

                          Robert A. Hoerr, M.D., Ph.D.
                                  President and
                             Chief Executive Officer
                                  GalaGen Inc.
                           4001 Lexington Avenue North
                          Arden Hills, Minnesota 55126
                     (Name and address of agent for service)

                                 (612) 481-2105
          (Telephone number, including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed
   Title of        Amount        maximum        Proposed maximum     Amount of
 securities to      to be     offering price   aggregate offering   registration
 be registered   registered    per share (1)         price (1)           fee
================================================================================
 Common Stock,    1,250,000
$.01 par value     shares          $2.35            $2,937,500           $891
================================================================================
(1)  Estimated  solely  for the  purpose of  determining  the  registration  fee
     pursuant to the  provisions of Rule  457(h)(i)  under the Securities Act of
     1933, as amended,  based on the average of the high and low sale prices per
     share of the  Registrant's  Common  Stock as quoted on the Nasdaq  National
     Market on August 6, 1997.

================================================================================
GALAGEN INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents of GalaGen Inc.  (the  "Company")  filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (File No.  0-27976),  are,
as of their respective  dates,  incorporated in this  Registration  Statement by
reference and made a part hereof:

     1.   The Company's latest Annual Report on Form 10-K which contains, either
          directly  or  by   incorporation  by  reference,   audited   financial
          statements  for the  Company's  latest  fiscal  year  for  which  such
          statements have been filed.

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the Annual Report referred to in (1) above.

     3.   The  description  of the Company's  Common Stock which is contained in
          the  Registration  Statement on Form 8-A  (Registration  No.  0-27976)
          filed on March 13, 1996 (and  declared  effective  on March 25,  1996)
          under the Exchange Act and all  amendments  and reports  filed for the
          purpose of updating such description.

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

     Any  statement  contained  in a  document  incorporated,  or  deemed  to be
incorporated,  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained   herein  or  incorporated   herein  by  reference  or  in  any  other
subsequently  filed  document  that also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          Not Applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     Under Delaware law, a corporation  may indemnify any person who was or is a
party or is  threatened to be made a party to an action (other than an action by
or in the  right of the  corporation)  by  reason  of his or her  services  as a
director  or  officer  of  the  corporation,  or  his  or  her  service,  at the
corporation's  request,  as a  director,  officer,  employee or agent of another
corporation or other enterprise,  against expenses  (including  attorneys' fees)
that are  actually  and  reasonably  incurred  by him or her  ("Expenses"),  and
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred by him or her, in  connection  with the defense or  settlement  of such
action,  provided  that he or she acted in good  faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe that his or her conduct was unlawful. Although Delaware law permits a
corporation  to  indemnify  any person  referred  to above  against  Expenses in
connection with the defense or settlement of an action by or in the right of the
corporation,  provided  that he or she acted in good faith and in a manner he or
she  reasonably  believed  to be in or not  opposed  to the  corporation's  best
interests,   if  such  person  has  been  judged  liable  to  the   corporation,
indemnification  is only  permitted to the extent that the Court of Chancery (or
the  court in which  the  action  was  brought)  determines  that,  despite  the
adjudication  of  liability,  such  person is  entitled  to  indemnity  for such
Expenses as the court deems proper. The General  Corporation Law of the State of
Delaware also provides for mandatory  indemnification of any director,  officer,
employee or agent against Expenses to the extent such person has been successful
in any proceeding covered by the statute.  In addition,  the General Corporation
Law of  the  State  of  Delaware  provides  for  the  general  authorization  of
advancement  of a  director's  or  officer's  litigation  Expenses  in  lieu  of
requiring the  authorization  of such  advancement  by the board of directors in
specific cases, and that indemnification and advancement of Expenses provided by
the statute  shall not be deemed  exclusive  of any other  rights to which those
seeking  indemnification of Expenses may be entitled under any bylaw,  agreement
or otherwise.

     The Company's  Certificate of Incorporation  and Bylaws  currently  provide
that the Company will  indemnify  directors,  officers,  employees and agents in
accordance  with, and to the fullest extent  permitted by, the provisions of the
Delaware  General  Corporation  Law, as it may be amended from time to time. The
Certificate of Incorporation of the Company eliminates the personal liability of
a director to the Company or its stockholders for monetary damages for breach of
fiduciary  duty as a director,  except  under  certain  circumstances  involving
certain  wrongful acts such as breach of a director's  duty of loyalty,  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  for any  unlawful  acts  under  Section  174 of the  General
Corporation Law of the State of Delaware,  or for any  transaction  from which a
director derives an improper  personal  benefit.  Article V of the Bylaws of the
Company provides for the broad  indemnification of the directors and officers of
the Company and for  advancement  of litigation  expenses to the fullest  extent
required or permitted by current Delaware law.

     The  Company  maintains  a  policy  of  directors  and  officers  liability
insurance  that  reimburses  the  Company  for  expenses  that it may  incur  in
conjunction with the foregoing indemnity  provisions and that may provide direct
indemnification to officers and directors where the Company is unable to do so.

Item 7. Exemption from Registration Claimed.

          Not Applicable.

Item 8. Exhibits.

     Exhibit                       Description

     4.1            Specimen Common Stock Certificate.(1)

     4.2            Warrant to  purchase  13,541  shares of Common  Stock of the
                    Company  issued to Piper  Jaffray  Inc.,  dated  January 26,
                    1993.(1)

                                      II-2
4.3            Warrant to  purchase  20,312  shares of Common  Stock of the
                    Company issued to Gus Chafoulias, dated October 12, 1993.(1)

     4.4            Warrant to  purchase  20,312  shares of Common  Stock of the
                    Company issued to John Pappajohn, dated October 12, 1993.(1)

     4.5            Warrant  to  purchase  9,479  shares of Common  Stock of the
                    Company  issued  to Cato  Holding  Company,  dated  June 21,
                    1994.(1)

     4.6            Form of Common  Stock  Warrant to purchase  shares of Common
                    Stock of the Company,  issued in connection with the sale of
                    Convertible Promissory Notes.(1)

     4.7            Warrant to purchase  17,144 shares of Series F-1 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.8            Warrant to purchase  42,856 shares of Series F-2 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.9            Warrant to purchase  60,000 shares of Series F-3 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.10           Warrant to purchase  80,000 shares of Series F-3 Convertible
                    Preferred Stock of the Company issued to Chiron Corporation,
                    dated March 29, 1995.(1)

     4.11           Warrant to  purchase  18,250  shares of Common  Stock of the
                    Company  issued  to  IAI  Investment  Funds  VI,  Inc.  (IAI
                    Emerging Growth Fund), dated January 30, 1996.(1)

     4.12           Warrant  to  purchase  6,250  shares of Common  Stock of the
                    Company  issued  to  IAI  Investment  Funds  IV,  Inc.  (IAI
                    Regional Fund), dated January 30, 1996.(1)

     4.13           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company issued to John Pappajohn, dated February 2, 1996.(1)

     4.14           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company issued to Edgewater Private Equity Fund, L.P., dated
                    February 2, 1996.(1)

     4.15           Warrant to  purchase  10,000  shares of Common  Stock of the
                    Company  issued  to  Joseph  Giamenco,   dated  February  2,
                    1996.(1)

     4.16           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company  issued  to Gus A.  Chafoulias,  dated  February  2,
                    1996.(1)

     4.17           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company issued to JIBS Equities, dated February 2, 1996.(1)

     4.18           Warrant to  purchase  25,000  shares of Common  Stock of the
                    Company  issued to Land  O'Lakes,  Inc.,  dated  February 2,
                    1996.(1)

     5.1            Opinion  of Faegre & Benson  LLP as to the  legality  of the
                    shares being registered.

     23.1           Consent of Faegre & Benson LLP is  contained  in its opinion
                    filed as Exhibit 5.1 to this Registration Statement.

                                      II-3
23.2           Consent of Ernst & Young LLP.

     24.1           Power of Attorney  (included  in the  Signature  page to the
                    Registration Statement).

     99.1           GalaGen Inc. 1997 Incentive Plan. (2)
----------
(1)  Incorporated  herein  by  reference  to the same  numbered  Exhibit  to the
     Company's Registration Statement on Form S-1 (Registration No. 333-1032).

(2)  Incorporated  herein by  reference  to  Appendix  A to the  Company's  1997
     Definitive Proxy Statement on Schedule 14A (File No. 0-27976).

Item 9. Undertakings.

     A. The Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          Registration Statement; and

               (iii) 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;

provided,  however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference 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 a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     B. The Company hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  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

                                      II-4
the securities  offered herein, 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 the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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,  the
Company  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.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Arden Hills, State of Minnesota, on August 6, 1997.

                                        GALAGEN INC.

                                        By /s/ Robert A. Hoerr
                                           -------------------------------------
                                           Robert A. Hoerr
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Robert A. Hoerr, M.D. and Gregg A. Waldon, or either of them, such person's true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution  for such person and in such persons' name,  place and stead,  in
any and all  capacities,  to sign  the  Registration  Statement  on Form  S-8 of
GalaGen Inc. and any or all amendments (including post-effective  amendments) to
the Registration  Statement,  and to file the same, with all exhibits hereto 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 and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or either
of them, or their substitute or substitutes, may lawfully 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  by  the  following  persons  in  the
capacities indicated on August 6, 1997.

Signature                          Title                                        
---------                          -----                                        
                                                                                
/s/ Robert A. Hoerr                President and Chief Executive Officer        
-------------------                (Principal Executive Officer)                
Robert A. Hoerr                                                                 
                                        
/s/ Gregg A. Waldon                Vice President, Chief Financial Officer,     
-------------------                Secretary and Treasurer                      
Gregg A. Waldon                    (Principal Financial and Accounting Officer) 
                                                                                
/s/ R. David Spreng                Director                                     
-------------------                                                          
R. David Spreng                                                                 
                                                                                
/s/ Arthur D. Collins, Jr.         Director                                     
--------------------------                                                      
Arthur D. Collins, Jr.                                                          
                                                                           
/s/ Ronald O. Ostby                Director                                     
-------------------                
Ronald O. Ostby

/s/ Winston R. Wallin              Director               
---------------------              
Winston R. Wallin
INDEX TO EXHIBITS
Method
Exhibit                               Description                                           of Filing
-------                               -----------                                           ---------
Incorporated by
  4.1     Specimen Common Stock Certificate.(1).....................................      Reference

  4.2     Warrant to purchase  13,541  shares of Common Stock of the Company  issued      Incorporated by
          to Piper Jaffray Inc., dated January 26, 1993.(1).........................      Reference

  4.3     Warrant to purchase  20,312  shares of Common Stock of the Company  issued      Incorporated by
          to Gus Chafoulias, dated October 12, 1993.(1).............................      Reference

  4.4     Warrant to purchase  20,312  shares of Common Stock of the Company  issued      Incorporated by
          to John Pappajohn, dated October 12, 1993.(1).............................      Reference

  4.5     Warrant to purchase  9,479 shares of Common Stock of the Company issued to      Incorporated by
          Cato Holding Company, dated June 21, 1994.(1).............................      Reference

  4.6     Form of Common  Stock  Warrant to purchase  shares of Common  Stock of the
          Company,  issued in  connection  with the sale of  Convertible  Promissory      Incorporated by
          Notes.(1).................................................................      Reference

  4.7     Warrant to purchase  17,144  shares of  Series F-1  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

  4.8     Warrant to purchase  42,856  shares of  Series F-2  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

  4.9     Warrant to purchase  60,000  shares of  Series F-3  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

 4.10     Warrant to purchase  80,000  shares of  Series F-3  Convertible  Preferred
          Stock  of the  Company  issued  to  Chiron  Corporation,  dated  March 29,      Incorporated by
          1995.(1)..................................................................      Reference

 4.11     Warrant to purchase  18,250  shares of Common Stock of the Company  issued
          to IAI  Investment  Funds VI,  Inc.  (IAI  Emerging  Growth  Fund),  dated      Incorporated by
          January 30, 1996.(1)......................................................      Reference

 4.12     Warrant to purchase  6,250 shares of Common Stock of the Company issued to
          IAI  Investment  Funds IV, Inc. (IAI  Regional  Fund),  dated  January 30,      Incorporated by
          1996.(1)..................................................................      Reference

 4.13     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to John Pappajohn, dated February 2, 1996.(1).............................      Reference
4.14     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to Edgewater Private Equity Fund, L.P., dated February 2, 1996.(1)........      Reference

 4.15     Warrant to purchase  10,000  shares of Common Stock of the Company  issued      Incorporated by
          to Joseph Giamenco, dated February 2, 1996.(1)............................      Reference

 4.16     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to Gus A. Chafoulias, dated February 2, 1996.(1)..........................      Reference

 4.17     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to JIBS Equities, dated February 2, 1996.(1)..............................      Reference

 4.18     Warrant to purchase  25,000  shares of Common Stock of the Company  issued      Incorporated by
          to Land O'Lakes, Inc., dated February 2, 1996.(1).........................      Reference

  5.1     Opinion of Faegre & Benson  LLP as to the  legality  of the  shares  being      Electronic
          registered. ....................................................................Transmission

 23.1     Consent  of  Faegre & Benson  LLP is  contained  in its  opinion  filed as
          Exhibit 5 to this Registration Statement.
                                                                                          Electronic
 23.2     Consent of Ernst & Young LLP....................................................Transmission

 24.1     Power of Attorney  (included  in the  Signature  page to the  Registration      Electronic
          Statement). ....................................................................Transmission

                                                                                          Incorporated by
 99.1     GalaGen Inc. 1997 Incentive Plan. (2)...........................................Reference
----------
(1)  Incorporated  herein  by  reference  to the same  numbered  Exhibit  to the
     Company's Registration Statement on Form S-1 (Registration No. 333-1032).
  
(2)  Incorporated  herein by  reference  to  Appendix  A to the  Company's  1997
     Definitive Proxy Statement on Schedule 14A (File No. 0-27976).