PROSPECTUS SUPPLEMENT
(To Prospectus dated November 1, 1996)
MEDIMMUNE, INC.
$60,000,000 Principal Amount of 7% Convertible
Subordinated Notes due 2003
(Interest payable January 1 and July 1)
3,048,780 Shares of Common Stock
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This document supplements the Prospectus dated November 1, 1996
relating to (i) $60,000,000 aggregate principal amount of 7%
Convertible Subordinated Notes due 2003 (the "Notes") of MedImmune,
Inc., a Delaware corporation (the "Company"), and (ii) 3,048,780 shares
of Common Stock of the Company which are initially issuable upon
conversion of the Notes plus such additional indeterminate number of
shares of Common Stock of the Company as may become issuable upon
conversion of the Notes as a result of adjustments to the conversion
price (the "Shares"). The Notes and the Shares are being offered for
the account of the holders thereof. The Notes were initially acquired
from the Company by Morgan Stanley & Co. Incorporated in July 1996 in
connection with a private offering. This Prospectus Supplement is
incorporated by reference into the Prospectus, and all terms used
herein shall have the meaning assigned to them in the Prospectus. On
May 14, 1997 the closing price of the Common Stock of the Company on
the Nasdaq National Market was $13.75. The Common Stock of the Company
is traded under the symbol "MEDI."
Selling Securityholder: Morgan Stanley & Co. Incorporated
1 Pierrepont Plaza
Brooklyn, NY 11201
Securities Being Sold: $1,000,000 aggregate principal
amount of 7% Convertible
Subordinated Notes due 2003
Price: 107%
Participating Broker-Dealer: None
Commission or Compensation: None
As of May 14, 1997, the Selling Securityholder beneficially owned
$1,000,000 aggregate principal amount of Notes, representing
approximately 1.7% of the Notes outstanding as of such date. As of
such date, the Selling Securityholder did not beneficially own any
shares of Common Stock of the Company, other than the shares of Common
Stock into which the Notes beneficially owned by the Selling
Securityholder are convertible.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS
FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________________
The date of this Prospectus Supplement is May 15, 1997.
