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 March 9, 1998 the closing price of the Common Stock of the
Company on the Nasdaq National Market was $56.000. The Common Stock of the
Company is traded under the symbol "MEDI."
Selling Securityholder: Reliance Insurance Company
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Securities Being Sold: $1,000,000 aggregate principal
amount
of 7% Convertible Subordinated Notes
due 2003
Price: Not Available
Participating Broker-Dealers: Morgan Stanley & Co. Incorporated
Commission or Compensation: Not Available
As of March 9, 1998 and prior to giving effect to the sale of the
Notes being offered by the Selling Securityholder hereby, the Selling
Securityholder beneficially owned $2,000,000 aggregate principal amount
of Notes, representing approximately 3.3% 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.
_______________________
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 March 10, 1998.
