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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

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

Date of report (Date of earliest event reported): April 30, 2002


VICAL INCORPORATED
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Jurisdiction
of Incorporation)
005-42755
(Commission File Number)
99-0948554
(I.R.S. Employer
Identification No.)


9373 Towne Centre Drive, Suite 100
San Diego, California
(Address of Principal Executive Offices)


92121-3088
(Zip Code)

Registrant's telephone number, including area code: (858) 646-1100




Item 4. Changes in Registrant's Certifying Accountant.

        Effective April 30, 2002, the Company engaged KPMG LLP ("KPMG") as the Company's independent auditor for the fiscal year ending December 31, 2002. During the fiscal years ended December 31, 2001 and 2000, and the interim period between December 31, 2001, and April 30, 2002, neither the Company nor anyone acting on its behalf consulted with KPMG regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company's financial statements, or any matters or reportable events as defined in Item 304(a)(2)(ii) of Regulation S-K.




SIGNATURES

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

    VICAL INCORPORATED
         

Date: May 2, 2002

 

By:

 

/s/  
MARTHA J. DEMSKI      
Martha J. Demski
Vice President, Chief Financial Officer,
Treasurer and Secretary



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SIGNATURES