8-K

          SECURITIES AND EXCHANGE COMMISSION
                 WASHINGTON, DC 20549



                       FORM 8-K

                    CURRENT REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  March 28, 2000

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

   Delaware                   001-13835           39-1661164
   (State, or other           (Commission         (IRS Employer
   jurisdiction of            File Number)        Identification No.)
   incorporation)


  5445 East Cheryl Parkway, Madison, Wisconsin  53711
       (Address of principal executive offices)


Registrant's telephone number, including area code:  (608) 271-0878


Item 2.        Acquisition or Disposition of Assets.

On November 16, 2000, the Ophidian Pharmaceuticals,
Inc. (the "Company") completed the sale of
substantially all of its assets to Promega Corporation.
The sale took place pursuant to a previously announced
Asset Purchase Agreement dated as of September 1, 2000,
by and between the parties.  At closing, the Company
received $1,148,745.12 in cash, representing the agreed
cash price of $1,250,000 less certain allowable,
closing date adjustments.  In addition, Promega
delivered to the Company a promissory note in the
original principal amount of $170,000, representing the
balance of the purchase price and payable in full with
accrued interest on or before January 29, 2001.

Item 5.        Other Events.

On November 9, 2000, the Company issued the press
release attached hereto as Exhibit 99.1 and
incorporated by reference herein.



Item 7.        Financial Statements, Pro Forma
               Financial Information and Exhibits.

     (a)  Financial Statements of Businesses Acquired.
          Not applicable.

     (b)  Pro Forma Financial Information.  The
          Company's Unaudited Pro Forma Balance Sheet
          dated June 30, 2000, and the Company's
          Unaudited Pro Forma Statement of Operations
          for the Nine Months Ended June 30, 2000, and
          the accompanying Notes to Pro Forma Financial
          Statements are incorporated herein by
          reference to pages 26-29 of the Proxy
          Statement filed on Schedule 14A on
          October 10, 2000 (File No. 001-13835).

     (c)  Exhibits.  The following exhibits are filed
          as a part of this report:

          Exhibit Number         Description of Exhibit

          2.1  Asset Purchase Agreement dated as of
               September 1, 2000, by and between
               Ophidian Pharmaceuticals, Inc. and
               Promega Corporation.  Incorporated by
               reference to Exhibit A to the Company's
               Proxy Statement filed on Schedule 14A on
               October 10, 2000 (File No. 001-13835).

          2.2  Plan of Dissolution and Liquidation.
               Incorporated by reference to Exhibit B
               to the Company's Proxy Statement filed
               on Schedule 14A on October 10, 2000
               (File No. 001-13835).

          99.1 Press release issued November 9, 2000.


                       SIGNATURE

     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.


                                   OPHIDIAN PHARMACEUTICALS, INC.



Date:  December 1, 2000            /s/ Susan P. Maynard
                                   -----------------------------
                                   Susan P. Maynard
                                   Secretary



                     EXHIBIT INDEX

     Exhibit No.    Description

     2.1            Asset Purchase Agreement dated as
                    of September 1, 2000, by and
                    between Ophidian Pharmaceuticals,
                    Inc. and Promega Corporation.
                    Incorporated by reference to
                    Exhibit A to the Company's Proxy
                    Statement filed on Schedule 14A on
                    October 10, 2000 (File No. 001-13835).

     2.2            Plan of Dissolution and
                    Liquidation.  Incorporated by
                    reference to Exhibit B to the
                    Company's Proxy Statement filed on
                    Schedule 14A on October 10, 2000
                    (File No. 001-13835).

     99.1           Press release issued November 9, 2000.

EX-99.1

                                         EXHIBIT 99.1

                   Contact:  Susan Maynard, Secretary
                       Ophidian Pharmaceuticals, Inc.
                               Phone:  (608) 271-0878


FOR IMMEDIATE RELEASE:


 OPHIDIAN PHARMACEUTICALS, INC. ANNOUNCES SHAREHOLDER
    APPROVAL OF ASSET SALE AND PLAN OF DISSOLUTION

MADISON (November 9, 2000) - Ophidian Pharmaceuticals,
Inc. (the "Company") (OTC BB:  OPHD.OB) announced that
at a special meeting of stockholders held today,
stockholders approved proposals to sell substantially
all of the Company's assets to Promega Corporation and
to grant authorization to the Company's Board of
Directors for the subsequent liquidation, winding up,
and dissolution of the Company pursuant to an approved
Plan of Dissolution.

Pending satisfaction of all of the closing conditions,
the Company expects to proceed promptly to close the
sale of substantially all of its assets to Promega
Corporation.  Upon the closing of the asset sale, the
Board of Directors of the Company will determine
whether to liquidate the Company pursuant to the
approved Plan of Dissolution.  The amount and timing of
any liquidating distribution to stockholders will be
determined by the Board of Directors and will depend on
a number of factors, including payment or provision for
payment of the Company's debts, expenses, taxes, and
other liabilities, as well as the timing and costs of
liquidating and winding up the Company's business and
affairs.



The Company also reported that pursuant to applicable
NASDAQ regulations, NASDAQ had delisted the Company's
stock from the NASDAQ SmallCap Market effective
Tuesday, November 7, 2000.  Trading and quotation of
the Company's stock is now available through the OTC
Bulletin Board quotation service.

NOTE:  This document contains certain forward-looking
statements based on the Company's expectations.  There
are certain key factors that could cause future results
to differ from those anticipated by the Company's
management and Board of Directors.  Such factors
include, but are not limited to, the conditions that
must be met prior to closing as set forth in the
agreement with Promega, the failure of the asset sale
to close for whatever reasons, purchase price
adjustments, post-closing indemnification obligations,
the completion of satisfactory due diligence for the
asset sale, and the final amounts of the Company's
debts, expenses, taxes, and other costs and liabilities
of liquidating and winding up the Company's business
and affairs.

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