UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC  20549

                             _______________
    

                                FORM 8-K

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

                             _______________



Date of Report (Date of earliest event reported): June 10, 1997



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


  DELAWARE                      0-19855                 04-2662345
_______________               ___________              ______________
(State or other               (Commission              (IRS Employer
jurisdiction of               File Number)             Identification
incorporation)                                         No.)


             97 South Street, Hopkinton, Massachusetts  01748   
           (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:  (508) 435-2331

                         Exhibit Index on page 6.


<PAGE>
      
Item 5.  Other Events.
_______  _______________

     This report on Form 8-K pertains to the restructuring (the
"Restructuring") by the Registrant of its existing license agreement with
Ajinomoto Co., Inc. ("Ajinomoto").  The Restructuring is the subject of a
press release that is being issued by the Registrant simultaneously with the
filing of this report.

     The Registrant and Ajinomoto are parties to a License Agreement, dated
December 13, 1994 (the "License Agreement"), pursuant to which Ajinomoto has
granted the Registrant worldwide rights to certain Interleukin-2 ("IL-2") gene
patents owned by the Japanese Foundation for Cancer Research and Ajinomoto for
potential use in the development of the Registrant's lead product, IL-2 Fusion
Protein.  Prior to the Restructuring, the License Agreement provided for
license fees as follows:  a $100,000 initial fee which the Registrant paid at
the time of signing; a $4.3 million fee payable upon the occurrence of certain
specified events, but at the latest by March 31, 1997 (previously extended by
agreement of Ajinomoto to May 31, 1997); and royalties varying from 2% to 4%
on sales of the licensed product by the Registrant or its sublicensees, but
with minimum royalties of $100,000 for the third year of the agreement,
$200,000 for the fourth year of the agreement, and $300,000 for the fifth and
following years of the agreement.  In addition, prior to the Restructuring,
the rights granted by Ajinomoto to the Registrant pursuant to the License
Agreement were exclusive.

     After negotiations among the Registrant, Ajinomoto and Eli Lilly and
Company ("Lilly") (with which the Registrant is collaborating on the
development of the IL-2 Fusion Protein product for cutaneous T-cell lymphoma
("CTCL")), agreement was reached among the parties regarding the
Restructuring.  Under the terms of the Restructuring, the future license fees
payable by the Registrant to Ajinomoto under the License Agreement will be
reduced to the following amounts:  a $2.25 million fee payable in the amount
of $800,000 by June 30, 1998, or approval by the Food and Drug Administration
of a Biologic License Application filed by the Registrant for the licensed
product, whichever comes first, in the amount of $800,000 by June 30, 1999,
and in the amount of $650,000 by March 31, 2000; and a royalty of 1% on end
user net sales of the licensed product by the Registrant or its sublicensees. 
The Restructuring provides that the license granted by Ajinomoto to the
Registrant will in the future be non-exclusive.

     Under the terms of an Amendment to Sales and Distribution Agreement and
Development Agreement, dated April 7, 1997 (the "Lilly Amendment"), between
the Registrant and Lilly, Lilly has agreed to assume $2.15 million of the
Registrant's revised financial obligations to Ajinomoto.  Separately, but
pursuant to its undertakings in the Lilly Amendment, Lilly has paid $2.15
million to Ajinomoto for a license granted by Ajinomoto directly to Lilly. 
The Lilly Amendment was the subject of a report filed by the Registrant on
Form 8-K with respect to an April 7, 1997 event.

     Lilly's assumption of $2.15 million of the Registrant's revised
financial obligations to Ajinomoto is subject to certain offsets, conditions
and limitations.  Lilly will be permitted to credit $1.5 million of the amount
paid by Lilly to Ajinomoto on behalf of the Registrant against the next $1.5
 
                                      -2-
<PAGE>


million milestone payment that falls due from Lilly to the Registrant under
the sales and distribution agreement between the Registrant and Lilly.  Lilly
is not obligated to pay more than $650,000 of the Registrant's obligations to
Ajinomoto prior to December 31, 1997, or the date on which the $1.5 million
milestone payment due from Lilly to the Registrant under the Registrant's
sales and distribution agreement with Lilly becomes due, whichever comes
later.  Lilly is not obligated to make any further payments in respect of the
Registrant's obligations to Ajinomoto if Lilly terminates the sales and
distribution agreement between it and the Registrant as a result of a failure
by the Registrant to meet specified clinical, regulatory and financial
milestones and other requirements.  Among the relevant milestones and
requirements referenced in the preceding sentence are the Registrant's
obtaining commitments for $5.0 million of new investment capital by July 1,
1997, and closing on the same by August 1, 1997, and the Registrant's
obtaining $15.0 million total amount of new investment capital by October 1,
1997.  

     There can be no assurance that the Registrant will be able to meet the
conditions to Lilly's obligations to make payment to Ajinomoto on behalf of
the Registrant that are set forth or referenced in the foregoing paragraph. 
Among other things, there can be no assurance that the Registrant will be able
to secure commitments for new capital investment or obtain new capital
investment by the stated deadlines.

Safe Harbor Information
_______________________

     Some of the statements contained in this document are forward-looking,
including statements relating directly or by implication to the Registrant's
products, operations, strategic partnerships, and ability to fund its
operations.  These statements are based on current expectations and involve a
number of uncertainties and risks, including (but not limited to) the
Registrant's ability to proceed with successful development, testing, and
licensing of its products and the Registrant's ability to enter into
additional strategic partnerships and other collaborative arrangements or to
raise additional capital on satisfactory terms.  For further information,
refer to the "Business Outlook" section in the Registrant's Form 10-K as filed
with the Securities and Exchange Commission.  Actual results may differ
materially from such expectations.

Item 7.   Financial Statements and Exhibits.
_______   ____________________________________

Exhibit Number      Description
______________      ___________


99.1                The Registrant's press release dated June 10, 1997
                    (filed herewith)

99.2                License Agreement, dated December 13, 1994, between
                    the Registrant and Ajinomoto Co., Inc. (filed
                    herewith)

99.3                Amendment to License Agreement, dated June 1, 1997,
                    between the Registrant and Ajinomoto Co., Inc. (filed
                    herewith)
                                      
                                   -3-
<PAGE>

99.4                Amendment to Sales and Distribution Agreement and
                    Development Agreement, dated April 7, 1997, between
                    the Registrant and Eli Lilly and Company (previously
                    filed as Exhibit 99.2 to the Registrant's report on
                    Form 8-K with respect to an April 7, 1997 event and
                    incorporated herein by reference; certain portions of
                    the same are the subject of a request for confidential
                    treatment)

                                    -4-
<PAGE>

                            SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

    
                                           SERAGEN, INC.
                                           _____________ 
                                           (Registrant)
 



Date: June 10, 1997                        /s/ Reed R. Prior
                                           __________________
                                           Reed R. Prior
                                           Chairman of the Board and
                                           Chief Executive Officer


                                   -5-
<PAGE>

                               EXHIBIT INDEX
                               _____________



Exhibit                                                        Sequential
Number    Description                                          Page Number
_______   ____________                                         ___________
  
99.1      The Registrant's press release dated June 10, 1997
          (filed herewith)                                            7

99.2      License Agreement, dated December 13, 1994, between
          the Registrant and Ajinomoto Co., Inc.(filed herewith)      9

99.3     Amendment to License Agreement, dated June 1, 1997,
         between the Registrant and Ajinomoto Co., Inc.
         (filed herewith)                                            18

99.4     Amendment to Sales and Distribution Agreement and
         Development Agreement, dated April 7, 1997, between
         the Registrant and Eli Lilly and Company
         (previously filed as Exhibit 99.2 to the Registrant's
         report on Form 8-K with respect to an April 7, 1997
         event and incorporated herein by reference; certain
         portions of the same are the subject of a request for
         confidential treatment)

                                   -6-

<PAGE>
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UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC  20549

                             _______________
    

                                FORM 8-K

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

                             _______________

Date of Report (Date of earliest event reported): June 10, 1997

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

  DELAWARE                      0-19855                 04-2662345
_______________               ___________              ______________
(State or other               (Commission              (IRS Employer
jurisdiction of               File Number)             Identification
incorporation)                                         No.)

             97 South Street, Hopkinton, Massachusetts  01748   
           (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (508) 435-2331

                         Exhibit Index on page 6.
Item 5.  Other Events.
_______  _______________

     This report on Form 8-K pertains to the restructuring (the
"Restructuring") by the Registrant of its existing license agreement with
Ajinomoto Co., Inc. ("Ajinomoto").  The Restructuring is the subject of a
press release that is being issued by the Registrant simultaneously with the
filing of this report.

     The Registrant and Ajinomoto are parties to a License Agreement, dated
December 13, 1994 (the "License Agreement"), pursuant to which Ajinomoto has
granted the Registrant worldwide rights to certain Interleukin-2 ("IL-2") gene
patents owned by the Japanese Foundation for Cancer Research and Ajinomoto for
potential use in the development of the Registrant's lead product, IL-2 Fusion
Protein.  Prior to the Restructuring, the License Agreement provided for
license fees as follows:  a $100,000 initial fee which the Registrant paid at
the time of signing; a $4.3 million fee payable upon the occurrence of certain
specified events, but at the latest by March 31, 1997 (previously extended by
agreement of Ajinomoto to May 31, 1997); and royalties varying from 2% to 4%
on sales of the licensed product by the Registrant or its sublicensees, but
with minimum royalties of $100,000 for the third year of the agreement,
$200,000 for the fourth year of the agreement, and $300,000 for the fifth and
following years of the agreement.  In addition, prior to the Restructuring,
the rights granted by Ajinomoto to the Registrant pursuant to the License
Agreement were exclusive.

     After negotiations among the Registrant, Ajinomoto and Eli Lilly and
Company ("Lilly") (with which the Registrant is collaborating on the
development of the IL-2 Fusion Protein product for cutaneous T-cell lymphoma
("CTCL")), agreement was reached among the parties regarding the
Restructuring.  Under the terms of the Restructuring, the future license fees
payable by the Registrant to Ajinomoto under the License Agreement will be
reduced to the following amounts:  a $2.25 million fee payable in the amount
of $800,000 by June 30, 1998, or approval by the Food and Drug Administration
of a Biologic License Application filed by the Registrant for the licensed
product, whichever comes first, in the amount of $800,000 by June 30, 1999,
and in the amount of $650,000 by March 31, 2000; and a royalty of 1% on end
user net sales of the licensed product by the Registrant or its sublicensees. 
The Restructuring provides that the license granted by Ajinomoto to the
Registrant will in the future be non-exclusive.

     Under the terms of an Amendment to Sales and Distribution Agreement and
Development Agreement, dated April 7, 1997 (the "Lilly Amendment"), between
the Registrant and Lilly, Lilly has agreed to assume $2.15 million of the
Registrant's revised financial obligations to Ajinomoto.  Separately, but
pursuant to its undertakings in the Lilly Amendment, Lilly has paid $2.15
million to Ajinomoto for a license granted by Ajinomoto directly to Lilly. 
The Lilly Amendment was the subject of a report filed by the Registrant on
Form 8-K with respect to an April 7, 1997 event.

     Lilly's assumption of $2.15 million of the Registrant's revised
financial obligations to Ajinomoto is subject to certain offsets, conditions
and limitations.  Lilly will be permitted to credit $1.5 million of the amount
paid by Lilly to Ajinomoto on behalf of the Registrant against the next $1.5
 
                                      -2-
million milestone payment that falls due from Lilly to the Registrant under
the sales and distribution agreement between the Registrant and Lilly.  Lilly
is not obligated to pay more than $650,000 of the Registrant's obligations to
Ajinomoto prior to December 31, 1997, or the date on which the $1.5 million
milestone payment due from Lilly to the Registrant under the Registrant's
sales and distribution agreement with Lilly becomes due, whichever comes
later.  Lilly is not obligated to make any further payments in respect of the
Registrant's obligations to Ajinomoto if Lilly terminates the sales and
distribution agreement between it and the Registrant as a result of a failure
by the Registrant to meet specified clinical, regulatory and financial
milestones and other requirements.  Among the relevant milestones and
requirements referenced in the preceding sentence are the Registrant's
obtaining commitments for $5.0 million of new investment capital by July 1,
1997, and closing on the same by August 1, 1997, and the Registrant's
obtaining $15.0 million total amount of new investment capital by October 1,
1997.  

     There can be no assurance that the Registrant will be able to meet the
conditions to Lilly's obligations to make payment to Ajinomoto on behalf of
the Registrant that are set forth or referenced in the foregoing paragraph. 
Among other things, there can be no assurance that the Registrant will be able
to secure commitments for new capital investment or obtain new capital
investment by the stated deadlines.

Safe Harbor Information
_______________________

     Some of the statements contained in this document are forward-looking,
including statements relating directly or by implication to the Registrant's
products, operations, strategic partnerships, and ability to fund its
operations.  These statements are based on current expectations and involve a
number of uncertainties and risks, including (but not limited to) the
Registrant's ability to proceed with successful development, testing, and
licensing of its products and the Registrant's ability to enter into
additional strategic partnerships and other collaborative arrangements or to
raise additional capital on satisfactory terms.  For further information,
refer to the "Business Outlook" section in the Registrant's Form 10-K as filed
with the Securities and Exchange Commission.  Actual results may differ
materially from such expectations.

Item 7.   Financial Statements and Exhibits.
_______   ____________________________________

Exhibit Number      Description
______________      ___________

99.1                The Registrant's press release dated June 10, 1997
                    (filed herewith)

99.2                License Agreement, dated December 13, 1994, between
                    the Registrant and Ajinomoto Co., Inc. (filed
                    herewith)

99.3                Amendment to License Agreement, dated June 1, 1997,
                    between the Registrant and Ajinomoto Co., Inc. (filed
                    herewith)
                                      
                                   -3-
99.4                Amendment to Sales and Distribution Agreement and
                    Development Agreement, dated April 7, 1997, between
                    the Registrant and Eli Lilly and Company (previously
                    filed as Exhibit 99.2 to the Registrant's report on
                    Form 8-K with respect to an April 7, 1997 event and
                    incorporated herein by reference; certain portions of
                    the same are the subject of a request for confidential
                    treatment)

                                    -4-
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

    
                                           SERAGEN, INC.
                                           _____________ 
                                           (Registrant)
 

Date: June 10, 1997                        /s/ Reed R. Prior
                                           __________________
                                           Reed R. Prior
                                           Chairman of the Board and
                                           Chief Executive Officer

                                   -5-
EXHIBIT INDEX
                               _____________

Exhibit                                                        Sequential
Number    Description                                          Page Number
_______   ____________                                         ___________
  
99.1      The Registrant's press release dated June 10, 1997
          (filed herewith)                                            7

99.2      License Agreement, dated December 13, 1994, between
          the Registrant and Ajinomoto Co., Inc.(filed herewith)      9

99.3     Amendment to License Agreement, dated June 1, 1997,
         between the Registrant and Ajinomoto Co., Inc.
         (filed herewith)                                            18

99.4     Amendment to Sales and Distribution Agreement and
         Development Agreement, dated April 7, 1997, between
         the Registrant and Eli Lilly and Company
         (previously filed as Exhibit 99.2 to the Registrant's
         report on Form 8-K with respect to an April 7, 1997
         event and incorporated herein by reference; certain
         portions of the same are the subject of a request for
         confidential treatment)

                                   -6-