<PAGE>
     As filed with the Securities and Exchange Commission on May 13, 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.
                     NON-STATUTORY STOCK OPTION AGREEMENTS

 
IAI Investment Funds VI, Inc.                             Arthur J. Benvenuto
IAI Investment Funds IV, Inc.      Eileen F. Bostwick    Arthur D. Collins, Jr.
IAI Investment Funds II, Inc.       Michael E. Cady          Stanley Falkow
  Land O'Lakes, Inc.                Gregg A. Waldon          John Pappajohn
  Robert A. Hoerr                   John G. Watson         Winston R. Wallin
-------------------------------------------------------------------------------
                            (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


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
                                              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
----------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                <C>                     <C>        
Common Stock,               185,644
$.01 par value               shares           See note 1           $1,512,294               $460
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>
(1) As of the date of this filing, options are outstanding under the agreements
    to purchase 185,644 shares of Common Stock of the Registrant, with exercise
    prices ranging from $1.23 per share to $11.08 per share.  The total
    aggregate exercise price of such options is $1,512,294.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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)



                                      II-2

<PAGE>

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

    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)


                                      II-3

<PAGE>

    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 to this Registration Statement.

    23.2      Consent of Ernst & Young LLP.

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

    99.1      Schedule of GalaGen Inc. Non-Statutory Stock Options.

    99.2      GalaGen Inc. Non-Statutory Stock Option Agreement-Form 1.

    99.3      GalaGen Inc. Non-Statutory Stock Option Agreement-Form 2.

    99.4      GalaGen Inc. Non-Statutory Stock Option Agreement-Form 3.

-------------

(1)      Incorporated herein by reference to the same numbered Exhibit to the
         Company's Registration Statement on Form S-1 (Registration No. 
         333-1032).

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.




                                      II-4

<PAGE>

         (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 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 
May 12, 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 May 12, 1997.

Signature                         Title
---------                         -----

/s/ Robert A. Hoerr               President and Chief Executive Officer
                                  (Principal Executive Officer)

/s/ Gregg A. Waldon               Vice President, Chief Financial Officer,
                                  Secretary and Treasurer (Principal Financial
                                  and Accounting Officer)

/s/ R. David Spreng               Director

/s/ Arthur J. Benvenuto           Director

/s/ Arthur D. Collins, Jr.        Director

/s/ Ronald O. Ostby               Director

/s/ John Pappajohn                Director

/s/ Winston R. Wallin             Director





<PAGE>

                                  INDEX TO EXHIBITS

                                                                   Method
Exhibit                  Description                               of Filing
-------                  -----------                               ---------

4.1       Specimen Common Stock Certificate.(1)................  Incorporated by
                                                                 Reference

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

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

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

4.5       Warrant to purchase 9,479 shares of Common Stock of 
          the Company issued to Cato Holding Company, dated 
          June 21, 1994.(1)....................................  Incorporated by
                                                                 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 Notes.(1)....  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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 January 30, 
          1996.(1).............................................  Incorporated by
                                                                 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, 1996.(1)......  Incorporated by
                                                                 Reference

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


<PAGE>

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).....................  Incorporated by
                                                                 Reference

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

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

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

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).................................  Incorporated by
                                                                 Reference

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

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

23.2      Consent of Ernst & Young LLP.........................  Electronic
                                                                 Transmission

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

99.1      Schedule of GalaGen Inc. Non-Statutory Stock Options.  Electronic
                                                                 Transmission

99.2      GalaGen Inc. Non-Statutory Stock Option  Agreement-
          Form 1...............................................  Electronic
                                                                 Transmission

99.3      GalaGen Inc. Non-Statutory Stock Option Agreement-
          Form 2...............................................  Electronic
                                                                 Transmission

99.4      GalaGen Inc. Non-Statutory Stock Option Agreement-
          Form 3...............................................  Electronic
                                                                 Transmission
----------------
(1)  Incorporated herein by reference to the same numbered Exhibit to the 
     Company's Registration Statement on Form S-1 (Registration No. 333-1032).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28686}]
{"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": "333-27031", "film-number": "97603277"}, "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 May 13, 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.
                     NON-STATUTORY STOCK OPTION AGREEMENTS

 
IAI Investment Funds VI, Inc.                             Arthur J. Benvenuto
IAI Investment Funds IV, Inc.      Eileen F. Bostwick    Arthur D. Collins, Jr.
IAI Investment Funds II, Inc.       Michael E. Cady          Stanley Falkow
  Land O'Lakes, Inc.                Gregg A. Waldon          John Pappajohn
  Robert A. Hoerr                   John G. Watson         Winston R. Wallin
-------------------------------------------------------------------------------
                            (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,               185,644
$.01 par value               shares           See note 1           $1,512,294               $460
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
(1) As of the date of this filing, options are outstanding under the agreements
    to purchase 185,644 shares of Common Stock of the Registrant, with exercise
    prices ranging from $1.23 per share to $11.08 per share.  The total
    aggregate exercise price of such options is $1,512,294.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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)

                                      II-2
4.2       Warrant to purchase 13,541 shares of Common Stock of the Company
              issued to Piper Jaffray Inc., dated January 26, 1993.(1)

    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)

                                      II-3
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 to this Registration Statement.

    23.2      Consent of Ernst & Young LLP.

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

    99.1      Schedule of GalaGen Inc. Non-Statutory Stock Options.

    99.2      GalaGen Inc. Non-Statutory Stock Option Agreement-Form 1.

    99.3      GalaGen Inc. Non-Statutory Stock Option Agreement-Form 2.

    99.4      GalaGen Inc. Non-Statutory Stock Option Agreement-Form 3.

-------------

(1)      Incorporated herein by reference to the same numbered Exhibit to the
         Company's Registration Statement on Form S-1 (Registration No. 
         333-1032).

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.

                                      II-4
(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 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 
May 12, 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 May 12, 1997.

Signature                         Title
---------                         -----

/s/ Robert A. Hoerr               President and Chief Executive Officer
                                  (Principal Executive Officer)

/s/ Gregg A. Waldon               Vice President, Chief Financial Officer,
                                  Secretary and Treasurer (Principal Financial
                                  and Accounting Officer)

/s/ R. David Spreng               Director

/s/ Arthur J. Benvenuto           Director

/s/ Arthur D. Collins, Jr.        Director

/s/ Ronald O. Ostby               Director

/s/ John Pappajohn                Director

/s/ Winston R. Wallin             Director
INDEX TO EXHIBITS

                                                                   Method
Exhibit                  Description                               of Filing
-------                  -----------                               ---------

4.1       Specimen Common Stock Certificate.(1)................  Incorporated by
                                                                 Reference

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

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

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

4.5       Warrant to purchase 9,479 shares of Common Stock of 
          the Company issued to Cato Holding Company, dated 
          June 21, 1994.(1)....................................  Incorporated by
                                                                 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 Notes.(1)....  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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, 1995.(1).........  Incorporated by
                                                                 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 January 30, 
          1996.(1).............................................  Incorporated by
                                                                 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, 1996.(1)......  Incorporated by
                                                                 Reference

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

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

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

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

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).................................  Incorporated by
                                                                 Reference

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

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

23.2      Consent of Ernst & Young LLP.........................  Electronic
                                                                 Transmission

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

99.1      Schedule of GalaGen Inc. Non-Statutory Stock Options.  Electronic
                                                                 Transmission

99.2      GalaGen Inc. Non-Statutory Stock Option  Agreement-
          Form 1...............................................  Electronic
                                                                 Transmission

99.3      GalaGen Inc. Non-Statutory Stock Option Agreement-
          Form 2...............................................  Electronic
                                                                 Transmission

99.4      GalaGen Inc. Non-Statutory Stock Option Agreement-
          Form 3...............................................  Electronic
                                                                 Transmission
----------------
(1)  Incorporated herein by reference to the same numbered Exhibit to the 
     Company's Registration Statement on Form S-1 (Registration No. 333-1032).