<PAGE>


       As filed with the Securities and Exchange Commission on June 7, 1996

                                                        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.
                             EMPLOYEE STOCK PURCHASE 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
                                        Proposed         maximum
   Title of             Amount          maximum         aggregate    Amount of
   securities           to be        offering price      offering   registration
to be registered      registered       per share (1)      price (1)     fee
- --------------------------------------------------------------------------------
 Common Stock,         270,833
$.01 par value          shares           $8.44           $2,285,831     $789
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Estimated solely for the purpose of the registration fee pursuant to
    Rule 457(h) based on the average of the high and low sales prices per share
    of the Registrant's Common Stock on May 31, 1996, as reported on
    the Nasdaq National Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<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 prospectus dated March 27, 1996 and filed on March
              28, 1996, pursuant to Rule 424(b) of the Securities Act of 1933,
              as amended (the "Securities Act") (Registration No. 333-1032),
              which contains audited financial statements for the Company's
              fiscal years ended December 31, 1994 and 1995, and for each of
              the three years in the period ended December 31, 1995.

         (2)  The Company's Form 10-Q for the quarter ended March 31, 1996,
              filed  pursuant to Section 13(a) of the Exchange Act.  

         (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.  

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

                                         II-1

<PAGE>

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 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)

    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)

                                         II-2

<PAGE>

    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 18,750 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              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.

                                         II-3

<PAGE>

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

    99             GalaGen Inc. Employee Stock Purchase 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 by reference to Exhibit 10.9 to the Company's Registration
    Statement on Form S-1 (File 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 of 1933; 

              (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 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each 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 of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 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.

                                         II-4

<PAGE>

    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
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arden Hills, State of Minnesota, on May 9, 1996.

                             GALAGEN INC.


                             By  /s/  ROBERT A. HOERR, M.D.
                                ---------------------------------------
                                  Robert A. Hoerr, M.D.
                                  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 9, 1996.

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

  /s/ ROBERT A. HOERR, M.D.
- ---------------------------------   President and Chief Executive Officer
Robert A. Hoerr, M.D.               (Principal Executive Officer)

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

  /s/  R. DAVID SPRENG
- ---------------------------------   Director
R. David Spreng


  /s/  ARTHUR J. BENVENUTO
- ---------------------------------   Director
Arthur J. Benvenuto


  /s/  ARTHUR D. COLLINS, JR.
- ---------------------------------   Director
Arthur D. Collins, Jr.

                                         II-6

<PAGE>


  /s/  STANLEY FALKOW, Ph.D.
- ---------------------------------   Director
Stanley Falkow, Ph.D.


  /s/  RONALD O. OSTBY
- ---------------------------------   Director
Ronald O. Ostby



                                         II-7

<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 to Piper Jaffray        Incorporated by
         Inc., dated January 26, 1993.(1)...............     Reference

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

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

 4.5     Warrant to purchase 9,479 shares of Common
         Stock of the Company issued to Cato Holding         Incorporated by
         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             Incorporated by
         Promissory 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                 Incorporated by
         March 29, 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,                       Incorporated by
         dated March 29, 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,                       Incorporated by
         dated March 29, 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,                       Incorporated by
         dated March 29, 1995.(1).......................     Reference

 4.11    Warrant to purchase 18,750 shares of Common
         Stock of the Company issued to IAI Investment
         Funds VI, Inc. (IAI Emerging Growth Fund),          Incorporated by
         dated 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),                 Incorporated by
         dated January 30, 1996.(1).....................     Reference

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

                                         II-8

<PAGE>

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

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

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

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

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

 5       Opinion of Faegre & Benson LLP as to the            Electronic
         legality of the shares being 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      Power of Attorney (included in the Signature        Electronic
         page to the Registration Statement)............     Transmission

                                                             Incorporated by
 99      GalaGen Inc. Employee Stock Purchase 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 by reference to Exhibit 10.9 to the Company's Registration
    Statement on Form S-1 (File No. 333-1032).

                                         II-9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 27517}]
{"company-data": {"conformed-name": "GALAGEN INC", "cik": "0000889872", "assigned-sic": "2836", "irs-number": "471719104", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05417", "film-number": "96577878"}, "business-address": {"street1": "4001 LEXINGTON AVE N", "city": "ARDEN HILLS", "state": "MN", "zip": "55440", "phone": "6124812105"}}
As filed with the Securities and Exchange Commission on June 7, 1996

                                                        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.
                             EMPLOYEE STOCK PURCHASE 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
                                        Proposed         maximum
   Title of             Amount          maximum         aggregate    Amount of
   securities           to be        offering price      offering   registration
to be registered      registered       per share (1)      price (1)     fee
- --------------------------------------------------------------------------------
 Common Stock,         270,833
$.01 par value          shares           $8.44           $2,285,831     $789
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Estimated solely for the purpose of the registration fee pursuant to
    Rule 457(h) based on the average of the high and low sales prices per share
    of the Registrant's Common Stock on May 31, 1996, as reported on
    the Nasdaq National Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 prospectus dated March 27, 1996 and filed on March
              28, 1996, pursuant to Rule 424(b) of the Securities Act of 1933,
              as amended (the "Securities Act") (Registration No. 333-1032),
              which contains audited financial statements for the Company's
              fiscal years ended December 31, 1994 and 1995, and for each of
              the three years in the period ended December 31, 1995.

         (2)  The Company's Form 10-Q for the quarter ended March 31, 1996,
              filed  pursuant to Section 13(a) of the Exchange Act.  

         (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.  

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

                                         II-1
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 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)

    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)

                                         II-2
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 18,750 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              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.

                                         II-3
24             Power of Attorney (included in the Signature page to the
                   Registration Statement).

    99             GalaGen Inc. Employee Stock Purchase 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 by reference to Exhibit 10.9 to the Company's Registration
    Statement on Form S-1 (File 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 of 1933; 

              (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 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each 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 of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 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.

                                         II-4
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
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arden Hills, State of Minnesota, on May 9, 1996.

                             GALAGEN INC.

                             By  /s/  ROBERT A. HOERR, M.D.
                                ---------------------------------------
                                  Robert A. Hoerr, M.D.
                                  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 9, 1996.

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

  /s/ ROBERT A. HOERR, M.D.
- ---------------------------------   President and Chief Executive Officer
Robert A. Hoerr, M.D.               (Principal Executive Officer)

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

  /s/  R. DAVID SPRENG
- ---------------------------------   Director
R. David Spreng

  /s/  ARTHUR J. BENVENUTO
- ---------------------------------   Director
Arthur J. Benvenuto

  /s/  ARTHUR D. COLLINS, JR.
- ---------------------------------   Director
Arthur D. Collins, Jr.

                                         II-6
/s/  STANLEY FALKOW, Ph.D.
- ---------------------------------   Director
Stanley Falkow, Ph.D.

  /s/  RONALD O. OSTBY
- ---------------------------------   Director
Ronald O. Ostby

                                         II-7
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 to Piper Jaffray        Incorporated by
         Inc., dated January 26, 1993.(1)...............     Reference

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

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

 4.5     Warrant to purchase 9,479 shares of Common
         Stock of the Company issued to Cato Holding         Incorporated by
         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             Incorporated by
         Promissory 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                 Incorporated by
         March 29, 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,                       Incorporated by
         dated March 29, 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,                       Incorporated by
         dated March 29, 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,                       Incorporated by
         dated March 29, 1995.(1).......................     Reference

 4.11    Warrant to purchase 18,750 shares of Common
         Stock of the Company issued to IAI Investment
         Funds VI, Inc. (IAI Emerging Growth Fund),          Incorporated by
         dated 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),                 Incorporated by
         dated January 30, 1996.(1).....................     Reference

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

                                         II-8
4.14    Warrant to purchase 25,000 shares of Common
         Stock of the Company issued to Edgewater
         Private Equity Fund, L.P.,                          Incorporated by
         dated February 2, 1996.(1).....................     Reference

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

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

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

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

 5       Opinion of Faegre & Benson LLP as to the            Electronic
         legality of the shares being 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      Power of Attorney (included in the Signature        Electronic
         page to the Registration Statement)............     Transmission

                                                             Incorporated by
 99      GalaGen Inc. Employee Stock Purchase 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 by reference to Exhibit 10.9 to the Company's Registration
    Statement on Form S-1 (File No. 333-1032).

                                         II-9