SECURITIES AND EXCHANGE COMMISSION
                               
                    WASHINGTON, D.C.  20549
                               
                           FORM 8-K

                        CURRENT REPORT

            PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
               Date of Report:  December 1, 1998


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

                               
               Commission File Number:  0-19131



                               
    Delaware                                    52-1555759
 (State of Incorporation)                     (I.R.S. Employer
                                            Identification No.)
                               

                               
    35 West Watkins Mill Road, Gaithersburg, MD      20878
   (Address of principal executive offices)       (Zip Code)
                               
                               
Registrant's telephone number, including area code (301) 417-
0770
                               


CytoGam and RespiGam are registered trademarks of the Company
and Synagis is a trademark.



<PAGE>
                        MEDIMMUNE, INC.
                  Current Report on Form 8-K


ITEM 5.  OTHER EVENTS.

As of October 31, 1998, MedImmune, Inc. (the "Company") amended
and restated its shareholder rights plan.

The Amended and Restated Rights Agreement between the Company
and American Stock Transfer and Trust Company is filed an
exhibit hereto and is incorporated by reference herein.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

Exhibit No.    Description
-----------    -----------
99.1           Officer's Certificate pursuant to Section
               27 of the Original Rights Agreement.

99.2           Amended and Restated Rights Agreement dated
as of October 31, 1998.


                           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.

(REGISTRANT)        MEDIMMUNE, INC.



By (SIGNATURE)      /s/ David M. Mott
(NAME AND TITLE)    David M. Mott, Vice Chairman and Chief
Financial Officer
(DATE)              December 1, 1998



<PAGE>
                         EXHIBIT INDEX


Number Description


 1.   Officer's Certificate pursuant to Section 27 of the
      Original Rights Agreement.

 2.   Amended and Restated Rights Agreement dated as of October
      31, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2679}]
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SECURITIES AND EXCHANGE COMMISSION
                               
                    WASHINGTON, D.C.  20549
                               
                           FORM 8-K

                        CURRENT REPORT

            PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
               Date of Report:  December 1, 1998

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

                               
               Commission File Number:  0-19131

                               
    Delaware                                    52-1555759
 (State of Incorporation)                     (I.R.S. Employer
                                            Identification No.)
                               

                               
    35 West Watkins Mill Road, Gaithersburg, MD      20878
   (Address of principal executive offices)       (Zip Code)
                               
                               
Registrant's telephone number, including area code (301) 417-
0770
                               

CytoGam and RespiGam are registered trademarks of the Company
and Synagis is a trademark.
MEDIMMUNE, INC.
                  Current Report on Form 8-K

ITEM 5.  OTHER EVENTS.

As of October 31, 1998, MedImmune, Inc. (the "Company") amended
and restated its shareholder rights plan.

The Amended and Restated Rights Agreement between the Company
and American Stock Transfer and Trust Company is filed an
exhibit hereto and is incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

Exhibit No.    Description
-----------    -----------
99.1           Officer's Certificate pursuant to Section
               27 of the Original Rights Agreement.

99.2           Amended and Restated Rights Agreement dated
as of October 31, 1998.

                           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.

(REGISTRANT)        MEDIMMUNE, INC.

By (SIGNATURE)      /s/ David M. Mott
(NAME AND TITLE)    David M. Mott, Vice Chairman and Chief
Financial Officer
(DATE)              December 1, 1998
EXHIBIT INDEX

Number Description

 1.   Officer's Certificate pursuant to Section 27 of the
      Original Rights Agreement.

 2.   Amended and Restated Rights Agreement dated as of October
      31, 1998.