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 11, 1998 the closing price of the Common Stock of the Company on
the Nasdaq National Market was $51.000. The Common Stock of the Company
is traded under the symbol "MEDI."
Selling Securityholder: Morgan Stanley Dean Witter
1585 Broadway
New York, New York 10036
Securities Being Sold: $8,550,000 aggregate principal
amount of 7% Convertible
Subordinated Notes due 2003
Price: 279.00%
Participating Broker-Dealer: Morgan Stanley Dean Witter
Commission or Compensation: None
As of May 11, 1998 and prior to giving effect to the sale of the
Notes being offered by the Selling Securityholder hereby, the Selling
Securityholder beneficially owned $8,550,000 aggregate principal amount
of Notes, representing approximately 14.3% 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 12, 1998.
