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
_______________________
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
January 15, 1997 the closing price of the Common Stock of the Company
on the Nasdaq National Market was $15.125. The Common Stock of the
Company is traded under the symbol "MEDI."
Selling Securityholder: Susquehanna Capital Group
401 City Line Avenue
Bala Cynwyd, PA 19004
Securities Being Sold: $250,000 aggregate principal amount
of 7% Convertible Subordinated Notes
due 2003
Price: 100 3/4%
Participating Broker-Dealer: Morgan Stanley Co. Incorporated
Commission or Compensation: None
As of January 14, 1997, the Selling Securityholder beneficially
owned $250,000 aggregate principal amount of Notes, representing less
than 1% 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. The Notes being offered by the Selling Securityholder
hereby represent all of the Notes beneficially owned by the Selling
Securityholder as of January 14, 1997.
_______________________
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 January 16, 1997.
