As filed with the Securities and Exchange Commission on May 24, 1999
                                        Registration No. 333-_______


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                     -----------------------------

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      ---------------------------

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

                    35 West Watkins Mill Road
DELAWARE            Gaithersburg, Maryland       55-1555759
(State or other     20878                        (I.R.S. Employer
jurisdiction of     (Address of Principal        Identification
incorporation or    Executive Offices) (Zip      No.)
organization)       Code)

                        1999 Stock Option Plan
                       (Full Title of the Plan)

                       Wayne T. Hockmeyer, Ph.D.
                 Chairman and Chief Executive Officer
                            MedImmune, Inc.
                       35 West Watkins Mill Road
                     Gaithersburg, Maryland  20878
                (Name and address of agent for service)

     Telephone number, including area code, of agent for service:
                             (301) 417-0770

CALCULATION OF REGISTRATION FEE

Title of Each Class of  Amount To    Proposed        Proposed      Amount
Securities To Be        Be           Maximum         Maximum       of
Registered              Registered   Offering Price  Aggregate     Registra
                                     Per Share       Offering      tion Fee
                                                     Price
Common Stock, $.01 par  2,750,000    $57.1875  (1)   $157,265,625  $43,720
value per share                                      (1)

(1) Pursuant to Rule 457(h),  these prices are estimated  solely for the purpose
of calculating the  registration  fee and are based upon the average of the high
and low sales prices of the  Registrant's  common  stock on the Nasdaq  National
Market on May 21, 1999.


<PAGE>



                               STATEMENT

This Form S-8  Registration  Statement  is being filed with the  Securities  and
Exchange   Commission  (the   "Commission")  by  MedImmune,   Inc.,  a  Delaware
corporation  (the  "Company"),  in order to  register  2,750,000  shares  of the
Company's common stock, par value $.01 per share (the "Common Stock"),  issuable
upon exercise of options granted or to be granted under the Company's 1999 Stock
Option Plan (the "Plan").

PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part I of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part I of Form S-8.

                                     PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Commission are hereby  incorporated
by reference:

     a)   The Registrant's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1998;

     b)   The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1999;

     c)   The  Registrant's  Current  Reports on Form 8-K filed on  February  1,
          1999,  February 26, 1999, May 21, 1999 (three reports) and May 25,
          (two reports); and

     d)   The  description  of the  Company's  Common  Stock set forth under the
          caption   "Description   of   Capital   Stock"  in  the   Registrant's
          registration  statement  on Form 8-A dated  April 4, 1991  pursuant to
          Section 12 of the  Securities  Exchange  Act of 1934,  as amended (the
          "Exchange  Act")  including  all  amendments or reports filed with the
          Commission for the purpose of updating such description.

     All  other  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all such  securities then remaining  unsold
shall be deemed to be incorporated by reference in this  Registration  Statement
and be a part hereof from the date of filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
earlier statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.
<PAGE>

Item 6. Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware (the "DGCL")  empowers a corporation to indemnify any person who was
or is a party or who is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful.

     Subsection  (b) of  Section  145 of the  DGCL  empowers  a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including  attorney's  fees) actually and reasonably  incurred by the person in
connection  with the defense or  settlement of such action or suit if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not  opposed  to the best  interests  of the  corporation,  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

     Section  145  of the DGCL further provides that to the extent a present or
former director  or  officer  of a  corporation  has been  successful  on the
merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
the indemnification provided for by Section 145 shall, unless otherwise provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs,  executors  and  administrators  of  such  a  person;  and  empowers  the
corporation to purchase and maintain insurance on behalf of any person who is or
was a  director,  officer,  employee or agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against any liability  asserted  against such person and incurred by
such  person in any such  capacity,  or arising out of such  person's  status as
such,  whether or not the  corporation  would have the power to  indemnify  such
person against such liabilities under Section 145.

     The Company  provides  liability  insurance  for its directors and officers
which provides for coverage against loss from claims made against  directors and
officers in their capacity as such,  including  liabilities under Securities Act
of 1933, as amended.
<PAGE>

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of  fiduciary  duty as a  director,  provided  that  such  provision  shall  not
eliminate  or limit  the  liability  of a  director  (i) for any  breach  of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law,  (iii) under Section 174 of the DGCL, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article  EIGHTH  of  the  Company's  Certificate  of  Incorporation  limits  the
liability of directors to the fullest extent permitted by Section 102(b)(7).

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following documents are filed as Exhibits hereto:

Exhibit                                              Sequentially Number
Number     Description                                     Page No.

4.1        1999 Stock Option Plan                           Page 10

5.1        Opinion  and  Consent  of Dewey  Ballantine  LLP with  respect to the
           legality of the
            securities being registered                     Page 22

23.1       Consent of Dewey Ballantine LLP
           (contained in their opinion filed herewith
           as Exhibit 5.1)                                     --

23.2       Consent PricewaterhouseCoopers L.L.P.            Page 23

24.1       Power of Attorney of directors and certain
           officers of the Company (included in Signature
           Page)                                               --

Item 9. Undertakings.

a)   The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;
<PAGE>

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               egistration statement;


     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

   b)  The undersigned registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act of 1933,
       each filing of the Registrant's annual report pursuant to Section
       13(a) or Section 15(d) of the Securities Exchange Act of 1934
       that is incorporated by reference in the Registration Statement
       shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona
       fide offering thereof.

    c) Insofar as indemnification  for liabilities  arising under the Securities
       Act of 1933 may be  permitted  to  directors,  officers  and  controlling
       persons  of the  registrant  pursuant  to the  foregoing  provisions,  or
       otherwise,  the  registrant  has been  advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
       policy as expressed in the Act and is, therefore,  unenforceable.  In the
       event that a claim for  indemnification  against such liabilities  (other
       than the  payment by the  registrant  of  expenses  incurred or paid by a
       director,  officer  or  controlling  person  of  the  registrant  in  the
       successful defense of any action, suit or proceeding) is asserted by such
       director, officer or controlling person in connection with the securities
       being  registered,  the  registrant  will,  unless in the  opinion of its
       counsel the matter has been settled by controlling precedent, submit to a
       court   of   appropriate   jurisdiction   the   question   whether   such
       indemnification  by it is against  public  policy as expressed in the Act
       and will be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Gaithersburg,  State of Maryland, on the 24th day of
May, 1999.

MEDIMMUNE, INC.

By: /s/ Wayne T. Hockmeyer, Ph.D.
Wayne T. Hockmeyer, Ph.D.
Chairman and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each of the persons  whose names
appear below  constitute  and appoint Wayne T.  Hockmeyer and David M. Mott, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to execute any and all amendments to this  Registration
Statement,  and to file the same, together with all exhibits thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
and such other  agencies,  offices and persons as may be required by  applicable
law, granting unto said  attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do in  person,  hereby  ratifying  and  confirming  all  that  each  said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                    Capacity                            Date

/s/Wayne T. Hockmeyer, Ph.D  Chairman, Chief Executive Officer
Wayne T. Hockmeyer, Ph.D.    and Director Principal Executive    May 24, 1999
                             Officer)
/s/  David M. Mott
David M. Mott                Vice Chairman and Chief Financial
                              Officer and Director
                             (Principal Financial and            May 24, 1999
                             Accounting Officer)

/s/Melvin D. Booth           President and Chief Operating       May 24, 1999
Melvin D. Booth              Officer and Director

/s/Franklin H. Top,Jr., M.D  Executive Vice President, Medical
Franklin H. Top, Jr., M.D.   Director and Director               May 24, 1999

/s/M. James Barrett, Ph.D.   Director
M. James Barrett, Ph.D.                                          May 24, 1999

/s/James H. Cavanaugh, Ph.D. Director
James H. Cavanaugh, Ph.D.

/s/Lawrence C. Hoff          Director                            May 24, 1999
Lawrence C. Hoff

/s/Gordon S. Macklin         Director                            May 24, 1999
Gordon S. Macklin

/s/Barbara Hackman Franklin  Director                            May 24, 1999
Barbara Hackman Franklin

<PAGE>




                         MEDIMMUNE, INC.

                        -----------------

                            EXHIBITS

                               for

                     REGISTRATION STATEMENT

                               ON

                            FORM S-8

                        -----------------



                           Exhibit 4.1

                         MEDIMMUNE, INC.

                     1999 Stock Option Plan
Table of Contents                                            Page

Article I. PURPOSE                                            12
Article II. DEFINITIONS                                       12
Article III.ELIGIBILITY                                       13
Article IV. ADMINISTRATION                                    14
     Section 4.1 Committee Members                            14
     Section 4.2 Committee Authority                          14
     Section 4.3 Delegation of Authority                      14
     Section 4.4 Grants to Non-Employee Members of the Board  14
Article V. SHARES OF STOCK SUBJECT TO PLAN                    14
     Section 5.1 Number of Shares                             14
     Section 5.2 Adjustments                                  15
Article VI. OPTIONS                                           15
     Section 6.1 Grant of Option                              15
     Section 6.2 Maximum Limit                                16
     Section 6.3 Option Price                                 16
     Section 6.4 Vesting; Term of Option                      16
     Section 6.5 Option Exercise; Withholding                 16
     Section 6.6 Limited Transferability of Option            16
     Section 6.7 Cancellation, Substitution and Amendment of
                 Options                                      17
Article VII.ADDITIONAL RULES FOR ISOs                         17
     Section 7.1 Annual Limits                                17
     Section 7.2 Termination of Employment                    17
     Section 7.3 Other Terms and Conditions;
             Nontransferability                               17
     Section 7.4 Disqualifying Dispositions                   18
Article VIII. TERMINATION OF SERVICE                          18
     Section 8.1 Death                                        18
     Section 8.2 Disability                                   18
     Section 8.3 Termination for Cause                        19
     Section 8.4 Other Termination of Service                 19
Article IX. STOCK CERTIFICATES                                19
     Section 9.1 Issuance of Certificates                     19
     Section 9.2 Conditions                                   19
     Section 9.3 Legends                                      20
Article X. EFFECTIVE DATE, TERMINATION AND AMENDMENT          20
     Section 10.1 Effective Date; Stockholder Approval        20
     Section 10.2 Termination                                 20
     Section 10.3 Amendment                                   20
Article XI.  MISCELLANEOUS                                    20
     Section 11.1 Employment or Other Service                 20
     Section 11.2 Rights as Stockholder                       20
     Section 11.3 Other Compensation and Benefit Plans        21
     Section 11.4 Plan Binding on Successors                  21
     Section 11.6 Severability                                21
     Section 11.7 Governing Law                               21


<PAGE>

                         MEDIMMUNE, INC.

                     1999 Stock Option Plan
                            ARTICLE I
                             PURPOSE

     This  MedImmune,  Inc.  1999 Stock  Option  Plan is intended to advance the
interests  of the Company and its  stockholders  by  attracting,  retaining  and
motivating  key  personnel of the Company upon whose  judgment,  initiative  and
effort the  Company  is  largely  dependent  for the  successful  conduct of its
business,  and to  encourage  and enable such  persons to acquire a  proprietary
interest in the Company by ownership  of its stock.  Options  granted  under the
Plan may either be "incentive  stock options"  intended to qualify as such under
the Internal  Revenue  Code,  or  "nonqualified  stock  options,"  which are not
intended to so qualify.

                           ARTICLE II
                           DEFINITIONS
     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Code" means the Internal Revenue Code of 1986, as amended.

     (c)  "Common  Stock" means the Company's  Common Stock,  par value $.01 per
          share.

     (d)  "Committee" means the Compensation and Stock Committee of the Board or
          any other  committee of the Board appointed by the Board to administer
          the Plan from time to time.

     (e)  "Company" means MedImmune, Inc., a Delaware corporation.

     (f)  "Date of Grant" means the date on which an Option becomes effective in
          accordance with Section 6.1 hereof.

     (g)  "Eligible Person" means any person who is an employee, officer, member
          of the Board,  consultant or advisor of the Company or any Subsidiary,
          or any person who is  determined  by the Committee to be a prospective
          employee,  officer,  member of the Board, consultant or advisor of the
          Company or any Subsidiary.

     (h)  "Employee"  means any person who is an  employee of the Company or any
          Subsidiary;  provided,  however,  that with respect to Incentive Stock
          Options,  "Employee" means any person who is considered an employee of
          the Company or any Subsidiary for purposes of Treasury Regulation
          Section 1.421-7(h).

     (i)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (j)  "Fair Market Value" of a share of Common Stock as of a
          given date means the closing sales price of the Common
          Stock on the Nasdaq Stock Market, Inc. on the trading
          day immediately preceding the date as of which Fair
          Market Value is to be determined or, in the absence of
          any reported sales of Common Stock on such date, on the
          first preceding date on which any such sale shall have
          been reported.  If Common Stock is not listed on the
          Nasdaq Stock Market, Inc. on the date as of which Fair
          Market Value is to be determined, the Committee shall
          determine in good faith the Fair Market Value in
          whatever manner it considers appropriate.

     (k)  "Incentive Stock Option" means a stock option  granted under the Plan
          that is intended to meet the  requirements  of section 422 of the Code
          and the regulations promulgated thereunder.

     (l)  "Nonqualified  Stock  Option"  means a stock option  granted under the
          Plan that is not an Incentive Stock Option.

     (m)  "Option"  means an  Incentive  Stock  Option or a  Nonqualified  Stock
          Option granted under the Plan.

     (n)  "Optionee"  means  an  Eligible  Person  to whom an  Option  has  been
          granted, which Option has not expired, under the Plan.

     (o)  "Option  Price"  means the price at which each  share of Common  Stock
          subject to an Option may be purchased,  determined in accordance  with
          Section 6.3 hereof.

     (p)  "Plan" means this MedImmune, Inc. 1999 Stock Option
          Plan.

     (q)  "Stock Option Agreement" means an agreement between the Company and an
          Optionee under which the Optionee may purchase  Common Stock under the
          Plan.

     (r)  "Subsidiary" means a subsidiary corporation of the Company, within the
          meaning of section 424(f) of the Code.


                           ARTICLE III
                           ELIGIBILITY

     All Eligible Persons are eligible to receive a grant of an Option under the
Plan. The Committee shall, in its sole discretion,  determine and designate from
time to time those Eligible Persons who are to be granted an Option.

                           ARTICLE IV
                         ADMINISTRATION

          Section 4.1 Committee  Members.  The Plan shall be  administered  by a
Committee  comprised of no fewer than two persons selected by the Board.  Solely
to the extent deemed necessary or advisable by the Board,  each Committee member
shall meet the definition of a "nonemployee  director" for purposes of such Rule
16b-3 under the Exchange Act and of an "outside  director"  under section 162(m)
of the Code.  The Board shall also have the authority to exercise the powers and
duties of the Committee under the Plan.

          Section 4.2 Committee Authority.  Subject to the express provisions of
the  Plan,  the  Committee  shall  have the  authority,  in its  discretion,  to
determine the Eligible  Persons to whom an Option shall be granted,  the time or
times at which an Option shall be granted,  the number of shares of Common Stock
subject to each Option,  the Option  Price of the shares  subject to each Option
and the time or times when each Option shall become exercisable and the duration
of the  exercise  period.  Subject to the express  provisions  of the Plan,  the
Committee  shall also have  discretionary  authority to interpret  the Plan,  to
prescribe,  amend and rescind rules and regulations relating to it, to determine
the   provisions  of  each  Stock  Option   Agreement,   and  to  make  all  the
determinations  necessary or advisable in the  administration  of the Plan.  All
such actions and  determinations by the Committee shall be conclusively  binding
for all purposes and upon all persons.  No Committee  member shall be liable for
any action or  determination  made in good faith with  respect to the Plan,  any
Option or any Stock Option Agreement entered into hereunder.
          Section 4.3  Delegation  of Authority.  The  Committee  shall have the
right, from time to time, to delegate to one or more officers of the Company the
authority of the Committee to grant and  determine  the terms and  conditions of
Options  awarded under the Plan,  subject to such  limitations  as the Committee
shall determine; provided, however, that no such authority may be delegated with
respect to Options  awarded to any Optionee who the Committee  determines may be
subject to Rule 16b-3 under the Exchange Act or section 162(m) of the Code.

          Section  4.4 Grants to  Non-Employee  Members of the Board.  Awards of
Options to non-employee members of the Board under the Plan shall be approved by
the Board.  With  respect to awards to such  directors,  all rights,  powers and
authorities vested in the Committee under the Plan shall instead be exercised by
the Board,  and all  provisions of the Plan  relating to the Committee  shall be
interpreted  in a manner  consistent  with the  foregoing  by treating  any such
reference as a reference to the Board for such purpose.
<PAGE>

                            ARTICLE V
                 SHARES OF STOCK SUBJECT TO PLAN

          Section 5.1 Number of Shares.  Subject to  adjustment  pursuant to the
provisions  of Section 5.2 hereof,  the  maximum  aggregate  number of shares of
Common Stock which may be issued and sold hereunder  shall be 2,750,000  shares.
Shares of Common Stock  issued and sold under the Plan may be either  authorized
but  unissued  shares or shares held in the  Company's  treasury.  The number of
shares of Common Stock  reserved for issuance under the Plan shall at no time be
less  than the  maximum  number of shares  which  may be  purchased  at any time
pursuant to  outstanding  options.  Shares of Common Stock  covered by an Option
that shall have been exercised shall not again be available for an Option grant.
If an Option  shall  terminate  or expire for any reason  without  being  wholly
exercised,  the number of shares to which such Option  termination or expiration
relates shall again be available for grant hereunder.

          Section  5.2  Adjustments.  In the event  that the number of shares of
Common  Stock  of  the  Company   shall  be   increased  or  decreased   through
reclassification,  combination of shares,  stock split or the payment of a stock
dividend, or otherwise,  then (i) the number of shares of Common Stock currently
subject  to Options  and the Option  Prices of such  Options,  (ii) the  maximum
aggregate  number and kind of shares of Common Stock that may be issued and sold
under the Plan,  and (iii) the  maximum  number of shares that may be subject to
Options  granted  to any  Optionee  during  any  one  calendar  year,  shall  be
proportionately adjusted to reflect such increase or decrease.

          In the event there shall be any other  change in the number or kind of
the  outstanding  shares of Common Stock of the  Company,  or any stock or other
securities into which such Common Stock shall have been changed, or for which it
shall  have  been  exchanged,  whether  by reason of  merger,  consolidation  or
otherwise,  then if the Committee shall, in its sole discretion,  determine that
such  change  equitably  requires  an  adjustment  to (i) the number and kind of
shares of Common  Stock  currently  subject to Options and the Option  Prices or
terms of such Options,  (ii) the maximum  aggregate number and kind of shares of
Common  Stock that may be issued and sold under the Plan,  and (iii) the maximum
number of shares of Common  Stock that may be subject to Options  granted to any
Optionee  during any one calendar year,  such  adjustments  shall be made in the
manner that the  Committee  shall deem to be equitable  and  appropriate.  In no
event may any such  change be made to an  Incentive  Stock  Option  which  would
constitute a "modification"  within the meaning of section 424(h)(3) of the Code
without  the  consent  of any  affected  Optionee.  In the event of any  merger,
consolidation,  reorganization or similar corporate event in which shares of the
Common Stock are to be exchanged for payment of cash (the "Cash Consideration"),
the Committee may, in its discretion, (i) make equitable adjustments as provided
above, or (ii) cancel any outstanding Option in exchange for payment in cash, if
any,  equal to the excess of the Cash  Consideration  for the shares  underlying
such Option over the Option Price for such shares.
<PAGE>

                           ARTICLE VI
                             OPTIONS

          Section 6.1 Grant of Option.  An Option may be granted to any Eligible
Person  selected  by the  Committee.  The  grant  of an  Option  shall  first be
effective  upon the date it is approved by the  Committee,  except to the extent
the Committee shall specify a later date upon which the grant of an Option shall
first be effective.  Each Option shall be  designated,  at the discretion of the
Committee,  as  an  Incentive  Stock  Option  or a  Nonqualified  Stock  Option;
provided,  however, that Incentive Stock Options may only be granted to Eligible
Persons who are  Employees  of the Company.  The Company and the Optionee  shall
execute a Stock Option Agreement which shall set forth such terms and conditions
of the Option as may be determined  by the  Committee to be consistent  with the
Plan, and which may include additional  provisions and restrictions that are not
inconsistent with the Plan.
          Section 6.2 Maximum Limit.  Notwithstanding  anything elsewhere in the
Plan to the contrary,  the maximum  number of shares of Common Stock that may be
subject to Options granted to any Optionee during any one calendar year shall be
1,000,000 shares, subject to adjustment as provided in Section 5.2 hereof.

          Section 6.3 Option Price.  The Option Price shall be determined by the
Committee;  provided, however, that the Option Price shall not be less than 100%
of the Fair Market Value of a share of Common Stock on the Date of Grant.

          Section 6.4 Vesting;  Term of Option.  An Option shall vest and become
exercisable  in the  manner  and  subject  to such  conditions  provided  by the
Committee and set forth in the Stock Option  Agreement.  The  Committee,  in its
sole discretion,  may accelerate the  exercisability  of any Option at any time.
The period during which a vested Option may be exercised  shall be determined by
the Committee, subject to a maximum term of ten years from the Date of Grant and
such  other  limitations  as may apply  upon the  termination  of an  Optionee's
employment  or other  service or as otherwise  specified by the Committee in the
Stock Option Agreement.

          Section 6.5 Option  Exercise;  Withholding.  Subject to such terms and
conditions as shall be specified in a Stock Option  Agreement,  an Option may be
exercised  in whole or in part at any time,  with  respect to whole shares only,
within the period permitted for the exercise thereof,  and shall be exercised by
written  notice of intent to  exercise  the Option  with  respect to a specified
number of shares delivered to the Company at its principal  office,  and payment
in full to the Company at said office of the amount of the Option  Price for the
number of shares of the Common  Stock  with  respect to which the Option is then
being  exercised.  Payment of the Option  Price  shall be made (i) in cash or by
cash equivalent,  (ii) at the discretion of the Committee,  in Common Stock that
has been held by the  Optionee  for at least six months (or such other period as
the Committee may deem appropriate for purposes of applicable accounting rules),
valued  at the  Fair  Market  Value  of such  shares  determined  on the date of
exercise,  (iii) at the discretion of the  Committee,  by a delivery of a notice
that the Optionee has placed a market sell order (or similar instruction) with a
broker with respect to shares of Common Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net  proceeds of the sale to the  Company in  satisfaction  of the Option  Price
(conditioned  upon the payment of such net proceeds),  (iv) at the discretion of
the Committee,  by a combination of the methods  described above, or (v) by such
other  method as may be  approved  by the  Committee  and set forth in the Stock
Option Agreement. In addition to and at the time of payment of the Option Price,
the  Optionee  shall pay to the Company the full amount of all federal and state
withholding  and other  employment  taxes  required to be withheld in connection
with such exercise, in any manner consistent with the foregoing that is approved
by the Committee and set forth in the Stock Option Agreement.
<PAGE>

          Section 6.6 Limited  Transferability  of Option.  All Options shall be
nontransferable  except (i) upon the Optionee's death, by the Optionee's will or
the laws of descent  and  distribution  or (ii) in the case  Nonqualified  Stock
Options only, on a case-by-case basis as may be approved by the Committee in its
discretion,  in  accordance  with  the  terms  provided  below.  A Stock  Option
Agreement for a Nonqualified Stock Option may provide that the Optionee shall be
permitted  to,  during his or her lifetime and subject to the prior  approval of
the  Committee  at the time of proposed  transfer,  transfer  all or part of the
Option to the Optionee's family member (as defined in the Stock Option Agreement
in a manner  consistent  with  the  requirements  for the Form S-8  registration
statement,  if applicable).  Any such transfer shall be subject to the condition
that it is made by the  Optionee for estate  planning,  tax planning or donative
purposes, and no consideration (other than nominal consideration) is received by
the  Optionee  therefor.  The  transfer of a  Nonqualified  Stock  Option may be
subject  to  such  other  terms  and  conditions  as  the  Committee  may in its
discretion  impose from time to time,  including a condition that the portion of
the Option to be  transferred  be vested and  exercisable by the Optionee at the
time of the  transfer.  Subsequent  transfers of an Option  shall be  prohibited
other than by will or the laws of descent and distribution upon the death of the
transferee.

          Section 6.7 Cancellation,  Substitution and Amendment of Options.  The
Committee shall have the authority to effect, at any time and from time to time,
with the consent of the affected  Optionees,  (i) the cancellation of any or all
outstanding  Options  and the  grant in  substitution  therefor  of new  Options
covering the same or  different  numbers of shares of Common Stock and having an
Option Price which may be the same as or different  than the Option Price of the
cancelled  Options or (ii) the amendment of the terms of any and all outstanding
Options;  provided,  however, that the Committee shall not, without the approval
of the Company's stockholders, cause the cancellation, substitution or amendment
of Options that would have the effect of reducing the exercise  price of Options
previously  granted  under the Plan,  other than as  permitted  by  Section  5.2
hereof.

                           ARTICLE VII
                    ADDITIONAL RULES FOR ISO

          Section 7.1 Annual Limits.  No Incentive Stock Option shall be granted
to an Optionee as a result of which the aggregate Fair Market Value  (determined
as of the date of grant) of the stock  with  respect to which  "incentive  stock
options" are  exercisable for the first time in any calendar year under the Plan
and any other stock option plans of the Company,  any Subsidiary,  or any parent
corporation,  would exceed the maximum amount  permitted under section 422(d) of
the Code. This limitation shall be applied by taking options into account in the
order in which granted.

          Section 7.2  Termination of Employment.  An Incentive Stock Option may
provide that such Option may be exercised not later than three months  following
termination of employment of the Optionee with the Company and all Subsidiaries,
subject to special rules relating to death and disability,  as and to the extent
determined by the Committee to be consistent  with the  requirements  of section
422 of the Code and Treasury Regulations thereunder.

          Section  7.3  Other  Terms  and  Conditions;  Nontransferability.  Any
Incentive Stock Option granted hereunder shall contain such additional terms and
conditions,  not  inconsistent  with  the  terms  of this  Plan,  as are  deemed
necessary or desirable by the Committee, which terms, together with the terms of
this Plan,  shall be intended  and  interpreted  to cause such  Incentive  Stock
Option to qualify as an "incentive  stock option" under section 422 of the Code.
Such terms shall include, if applicable,  limitations on Incentive Stock Options
granted to  ten-percent  owners of the  Company  as  determined  under  sections
422(b)(6)  and 424(d) of the Code.  A Stock  Option  Agreement  for an Incentive
Stock  Option may provide  that such Option  shall be treated as a  Nonqualified
Stock Option to the extent that certain  requirements  applicable  to "incentive
stock options" under the Code shall not be satisfied.  An Incentive Stock Option
shall by its terms be  nontransferable  otherwise than by will or by the laws of
descent and  distribution,  and shall be  exercisable  during the lifetime of an
Optionee only by such Optionee.

          Section  7.4  Disqualifying  Dispositions.  If shares of Common  Stock
acquired by exercise of an  Incentive  Stock  Option are  disposed of within two
years  following  the Date of Grant or one year  following  the transfer of such
shares to the Optionee upon exercise,  the Optionee  shall,  promptly  following
such  disposition,  notify the  Company in writing of the date and terms of such
disposition and provide such other information  regarding the disposition as the
Committee may reasonably require.

<PAGE>

                          ARTICLE VIII
                     TERMINATION OF SERVICE

          Section 8.1 Death.  Unless otherwise provided by the Committee and set
forth in the Stock Option Agreement,  if an Optionee shall die at any time after
the  Date  of  Grant  and  while  he is an  Eligible  Person,  the  executor  or
administrator of the estate of the decedent, or the person or persons to whom an
Option shall have been validly transferred in accordance with Section 6.6 hereof
pursuant to will or the laws of descent and distribution,  shall have the right,
during  the  period  ending  one year  after  the date of the  Optionee's  death
(subject to the term of the Option),  to exercise the  Optionee's  Option to the
extent that it was exercisable at the date of the Optionee's death and shall not
have been previously exercised. The Committee may determine at or after grant to
make any portion of the Optionee's Option that is not exercisable at the date of
death immediately vested and exercisable.

          Section 8.2 Disability. Unless otherwise provided by the Committee and
set forth in the Stock Option  Agreement,  if an Optionee's  employment or other
service with the Company or any  Subsidiary  shall be  terminated as a result of
permanent and total  disability  (within the meaning of section  22(e)(3) of the
Code) at any time after the Date of Grant and while the  Optionee is an Eligible
Person,   the   Optionee  (or  in  the  case  of  an  Optionee  who  is  legally
incapacitated,  his  guardian  or legal  representative)  shall  have the right,
during a period ending one year after the date of his disability (subject to the
term of the Option), to exercise an Option to the extent that it was exercisable
at the date of such  termination  of  employment  or other service and shall not
have been  exercised.  The Committee may determine at or after grant to make any
portion  of the  Optionee's  Option  that  is not  exercisable  at the  date  of
termination of employment or other service due to disability  immediately vested
and exercisable.

          Section 8.3 Termination for Cause.  Unless  otherwise  provided by the
Committee  and  set  forth  in the  Stock  Option  Agreement,  if an  Optionee's
employment  or  other  service  with  the  Company  or any  Subsidiary  shall be
terminated for cause, the Optionee's  right to exercise any unexercised  portion
of an Option shall immediately  terminate and all rights thereunder shall cease.
For purposes of this Section 8.3, termination for "cause" shall include, but not
be limited to,  embezzlement or misappropriation of corporate funds, any acts of
dishonesty  resulting  in  conviction  for a  felony,  misconduct  resulting  in
material injury to the Company or any Subsidiary, significant activities harmful
to the reputation of the Company or any Subsidiary,  a significant  violation of
Company or  Subsidiary  policy,  willful  refusal  to  perform,  or  substantial
disregard of, the duties  properly  assigned to the  Optionee,  or a significant
violation  of any  contractual,  statutory  or common law duty of loyalty to the
Company  or any  Subsidiary.  Notwithstanding  the  foregoing,  in the  event an
Optionee is party to an employment  (or similar)  agreement  with the Company or
any Subsidiary  that defines the term "cause," such  definition  shall apply for
purpose of the Plan. The Committee shall have the power to determine whether the
Optionee has been terminated for cause and the date upon which such  termination
for cause occurs. Any such determination shall be final,  conclusive and binding
upon the Optionee.

          Section 8.4 Other Termination of Service. Unless otherwise provided by
the  Committee  and set forth in the Stock Option  Agreement,  if an  Optionee's
employment  or  other  service  with  the  Company  or any  Subsidiary  shall be
terminated  for any reason other than death,  permanent and total  disability or
termination  for cause,  the  Optionee  shall have the right,  during the period
ending three months after such termination  (subject to the term of the Option),
to exercise an Option to the extent that it was  exercisable at the date of such
termination and shall not have been exercised. For purposes of this Section 8.4,
an Optionee  shall not be  considered  to have  terminated  employment  or other
service with the Company or any Subsidiary until the expiration of the period of
any  military,  sick leave or other bona fide leave of absence,  up to a maximum
period  of 90 days  (or  such  greater  period  during  which  the  Optionee  is
guaranteed reemployment either by statute or contract).

<PAGE>

                           ARTICLE IX
                       STOCK CERTIFICATES

          Section 9.1 Issuance of  Certificates.  Subject to Section 9.2 hereof,
the Company  shall issue a stock  certificate  in the name of the  Optionee  (or
other person  exercising  the Option in  accordance  with the  provisions of the
Plan) for the shares of Common Stock  purchased by exercise of an Option as soon
as practicable  after due exercise and payment of the aggregate Option Price for
such shares. A separate stock certificate or separate stock  certificates  shall
be issued for any shares of Common Stock  purchased  pursuant to the exercise of
an Option that is an Incentive Stock Option,  which  certificate or certificates
shall not include any shares of Common Stock that were purchased pursuant to the
exercise of an Option that is a Nonqualified Stock Option.

          Section 9.2 Conditions.  The Company shall not be required to issue or
deliver any  certificate  for shares of Common Stock purchased upon the exercise
of any Option granted  hereunder or any portion  thereof prior to fulfillment of
all of the following conditions:

     (i) the  completion  of any  registration  or other  qualification  of such
shares,  under any federal or state law or under the rulings or  regulations  of
the  Securities  and Exchange  Commission or any other  governmental  regulatory
body,  that the  Committee  shall  in its  sole  discretion  deem  necessary  or
advisable;

     (ii) the obtaining of any approval or other  clearance  from any federal or
state  governmental  agency  which the  Committee  shall in its sole  discretion
determine to be necessary or advisable;

     (iii) the lapse of such reasonable period of time following the exercise of
the  Option as the  Committee  from time to time may  establish  for  reasons of
administrative convenience;

     (iv)  satisfaction by the Optionee of all applicable  withholding  taxes or
other  withholding  liabilities;  and if required by the Committee,  in its sole
discretion,  the receipt by the Company from an Optionee of (i) a representation
in writing that the shares of Common Stock  received  upon exercise of an Option
are being acquired for investment and not with a view to  distribution  and (ii)
such other  representations and warranties as are deemed necessary by counsel to
the Company.

          Section  9.3  Legends.  The Company  reserves  the right to legend any
certificate for shares of Common Stock,  conditioning  sales of such shares upon
compliance with applicable federal and state securities laws and regulations.

<PAGE>


                            ARTICLE X
            EFFECTIVE DATE, TERMINATION AND AMENDMENT

          Section 10.1  Effective  Date;  Stockholder  Approval.  The Plan shall
become effective on the date of its approval by the stockholders of the Company,
which approval shall be obtained within 12 months after the adoption of the Plan
by the Board.

          Section  10.2  Termination.  The  Plan  shall  terminate  on the  date
immediately  preceding the tenth  anniversary of the date the Plan is adopted by
the Board.  The Board  may,  in its sole  discretion  and at any  earlier  date,
terminate the Plan.  Notwithstanding  the foregoing,  no termination of the Plan
shall in any manner affect any Option theretofore granted without the consent of
the Optionee or the permitted transferee of the Option.
          Section  10.3  Amendment.  The  Board may at any time and from time to
time and in any respect,  amend or modify the Plan.  Solely to the extent deemed
necessary or advisable by the Board, for purposes of complying with sections 422
or  162(m)  of the Code or rules of any  securities  exchange  or for any  other
reason,  the Board may seek the approval of any such  amendment by the Company's
stockholders. Notwithstanding the foregoing, no amendment or modification of the
Plan shall in any  manner  affect any Option  theretofore  granted  without  the
consent of the Optionee or the permitted transferee of the Option.

<PAGE>





                           ARTICLE XI
                          MISCELLANEOUS

          Section 11.1 Employment or Other Service.  Nothing in the Plan, in the
grant of any  Option or in any Stock  Option  Agreement  shall  confer  upon any
Eligible Person the right to continue in the capacity in which he is employed by
or otherwise provides services to the Company or any Subsidiary. Notwithstanding
anything  contained in the Plan to the contrary,  unless otherwise provided in a
Stock Option  Agreement,  no Option shall be affected by any change of duties or
position  of the  Optionee  (including  a transfer to or from the Company or any
Subsidiary), so long as such Optionee continues to be an Eligible Person.

          Section  11.2 Rights as  Stockholder.  An  Optionee  or the  permitted
transferee  of an Option shall have no rights as a  stockholder  with respect to
any shares  subject  to such  Option  prior to the  purchase  of such  shares by
exercise of such Option as provided herein.  Nothing  contained herein or in the
Stock Option Agreement  relating to any Option shall create an obligation on the
part  of the  Company  to  repurchase  any  shares  of  Common  Stock  purchased
hereunder.

          Section 11.3 Other Compensation and Benefit Plans. The adoption of the
Plan shall not affect any other stock option or incentive or other  compensation
plans in effect for the Company or any  Subsidiary,  nor shall the Plan preclude
the Company from establishing any other forms of incentive or other compensation
for employees of the Company or any Subsidiary.  The amount of any  compensation
deemed to be received by an Optionee as a result of the exercise of an Option or
the sale of shares received upon such exercise shall not constitute compensation
with  respect  to  which  any  other  employee  benefits  of such  Optionee  are
determined,  including,  without limitation,  benefits under any bonus, pension,
profit sharing,  life insurance or salary continuation plan, except as otherwise
specifically  determined  by the Board or the Committee or provided by the terms
of such plan.

          Section  11.4 Plan  Binding on  Successors.  The Plan shall be binding
upon the Company,  its successors and assigns,  and the Optionee,  his executor,
administrator and permitted transferees.

          Section 11.5  Construction and  Interpretation.  Whenever used herein,
nouns in the singular shall include the plural,  and the masculine pronoun shall
include  the  feminine  gender.  Headings of Articles  and  Sections  hereof are
inserted for convenience and reference and constitute no part of the Plan.

          Section 11.6  Severability.  If any provision of the Plan or any Stock
Option Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and  enforceable  in accordance  with their terms,  and all provisions
shall remain enforceable in any other jurisdiction.

          Section 11.7 Governing Law. The validity and construction of this Plan
and of the Stock Option Agreements shall be governed by the laws of the State of
Delaware.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 55061}]
{"company-data": {"conformed-name": "MEDIMMUNE INC /DE", "cik": "0000873591", "assigned-sic": "2836", "irs-number": "521555759", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79241", "film-number": "99634209"}, "business-address": {"street1": "35 W WATKINS MILL RD", "city": "GAITHERSBURG", "state": "MD", "zip": "20878", "phone": "3014170770"}, "mail-address": {"street1": "35 W WATKINS MILL ROAD", "city": "GAITHERSBURG", "state": "MD", "zip": "20878"}}
As filed with the Securities and Exchange Commission on May 24, 1999
                                        Registration No. 333-_______

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                     -----------------------------

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      ---------------------------

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

                    35 West Watkins Mill Road
DELAWARE            Gaithersburg, Maryland       55-1555759
(State or other     20878                        (I.R.S. Employer
jurisdiction of     (Address of Principal        Identification
incorporation or    Executive Offices) (Zip      No.)
organization)       Code)

                        1999 Stock Option Plan
                       (Full Title of the Plan)

                       Wayne T. Hockmeyer, Ph.D.
                 Chairman and Chief Executive Officer
                            MedImmune, Inc.
                       35 West Watkins Mill Road
                     Gaithersburg, Maryland  20878
                (Name and address of agent for service)

     Telephone number, including area code, of agent for service:
                             (301) 417-0770

CALCULATION OF REGISTRATION FEE

Title of Each Class of  Amount To    Proposed        Proposed      Amount
Securities To Be        Be           Maximum         Maximum       of
Registered              Registered   Offering Price  Aggregate     Registra
                                     Per Share       Offering      tion Fee
                                                     Price
Common Stock, $.01 par  2,750,000    $57.1875  (1)   $157,265,625  $43,720
value per share                                      (1)

(1) Pursuant to Rule 457(h),  these prices are estimated  solely for the purpose
of calculating the  registration  fee and are based upon the average of the high
and low sales prices of the  Registrant's  common  stock on the Nasdaq  National
Market on May 21, 1999.
STATEMENT

This Form S-8  Registration  Statement  is being filed with the  Securities  and
Exchange   Commission  (the   "Commission")  by  MedImmune,   Inc.,  a  Delaware
corporation  (the  "Company"),  in order to  register  2,750,000  shares  of the
Company's common stock, par value $.01 per share (the "Common Stock"),  issuable
upon exercise of options granted or to be granted under the Company's 1999 Stock
Option Plan (the "Plan").

PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part I of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part I of Form S-8.

                                     PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Commission are hereby  incorporated
by reference:

     a)   The Registrant's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1998;

     b)   The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1999;

     c)   The  Registrant's  Current  Reports on Form 8-K filed on  February  1,
          1999,  February 26, 1999, May 21, 1999 (three reports) and May 25,
          (two reports); and

     d)   The  description  of the  Company's  Common  Stock set forth under the
          caption   "Description   of   Capital   Stock"  in  the   Registrant's
          registration  statement  on Form 8-A dated  April 4, 1991  pursuant to
          Section 12 of the  Securities  Exchange  Act of 1934,  as amended (the
          "Exchange  Act")  including  all  amendments or reports filed with the
          Commission for the purpose of updating such description.

     All  other  documents  subsequently  filed by the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all such  securities then remaining  unsold
shall be deemed to be incorporated by reference in this  Registration  Statement
and be a part hereof from the date of filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
earlier statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.
Item 6. Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware (the "DGCL")  empowers a corporation to indemnify any person who was
or is a party or who is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful.

     Subsection  (b) of  Section  145 of the  DGCL  empowers  a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including  attorney's  fees) actually and reasonably  incurred by the person in
connection  with the defense or  settlement of such action or suit if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not  opposed  to the best  interests  of the  corporation,  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

     Section  145  of the DGCL further provides that to the extent a present or
former director  or  officer  of a  corporation  has been  successful  on the
merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
the indemnification provided for by Section 145 shall, unless otherwise provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs,  executors  and  administrators  of  such  a  person;  and  empowers  the
corporation to purchase and maintain insurance on behalf of any person who is or
was a  director,  officer,  employee or agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against any liability  asserted  against such person and incurred by
such  person in any such  capacity,  or arising out of such  person's  status as
such,  whether or not the  corporation  would have the power to  indemnify  such
person against such liabilities under Section 145.

     The Company  provides  liability  insurance  for its directors and officers
which provides for coverage against loss from claims made against  directors and
officers in their capacity as such,  including  liabilities under Securities Act
of 1933, as amended.
Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of  fiduciary  duty as a  director,  provided  that  such  provision  shall  not
eliminate  or limit  the  liability  of a  director  (i) for any  breach  of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law,  (iii) under Section 174 of the DGCL, or (iv) for any
transaction  from which the  director  derived  an  improper  personal  benefit.
Article  EIGHTH  of  the  Company's  Certificate  of  Incorporation  limits  the
liability of directors to the fullest extent permitted by Section 102(b)(7).

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following documents are filed as Exhibits hereto:

Exhibit                                              Sequentially Number
Number     Description                                     Page No.

4.1        1999 Stock Option Plan                           Page 10

5.1        Opinion  and  Consent  of Dewey  Ballantine  LLP with  respect to the
           legality of the
            securities being registered                     Page 22

23.1       Consent of Dewey Ballantine LLP
           (contained in their opinion filed herewith
           as Exhibit 5.1)                                     --

23.2       Consent PricewaterhouseCoopers L.L.P.            Page 23

24.1       Power of Attorney of directors and certain
           officers of the Company (included in Signature
           Page)                                               --

Item 9. Undertakings.

a)   The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;
(ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  and of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               egistration statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

   b)  The undersigned registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act of 1933,
       each filing of the Registrant's annual report pursuant to Section
       13(a) or Section 15(d) of the Securities Exchange Act of 1934
       that is incorporated by reference in the Registration Statement
       shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona
       fide offering thereof.

    c) Insofar as indemnification  for liabilities  arising under the Securities
       Act of 1933 may be  permitted  to  directors,  officers  and  controlling
       persons  of the  registrant  pursuant  to the  foregoing  provisions,  or
       otherwise,  the  registrant  has been  advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
       policy as expressed in the Act and is, therefore,  unenforceable.  In the
       event that a claim for  indemnification  against such liabilities  (other
       than the  payment by the  registrant  of  expenses  incurred or paid by a
       director,  officer  or  controlling  person  of  the  registrant  in  the
       successful defense of any action, suit or proceeding) is asserted by such
       director, officer or controlling person in connection with the securities
       being  registered,  the  registrant  will,  unless in the  opinion of its
       counsel the matter has been settled by controlling precedent, submit to a
       court   of   appropriate   jurisdiction   the   question   whether   such
       indemnification  by it is against  public  policy as expressed in the Act
       and will be governed by the final adjudication of such issue.
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Gaithersburg,  State of Maryland, on the 24th day of
May, 1999.

MEDIMMUNE, INC.

By: /s/ Wayne T. Hockmeyer, Ph.D.
Wayne T. Hockmeyer, Ph.D.
Chairman and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each of the persons  whose names
appear below  constitute  and appoint Wayne T.  Hockmeyer and David M. Mott, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to execute any and all amendments to this  Registration
Statement,  and to file the same, together with all exhibits thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
and such other  agencies,  offices and persons as may be required by  applicable
law, granting unto said  attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do in  person,  hereby  ratifying  and  confirming  all  that  each  said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                    Capacity                            Date

/s/Wayne T. Hockmeyer, Ph.D  Chairman, Chief Executive Officer
Wayne T. Hockmeyer, Ph.D.    and Director Principal Executive    May 24, 1999
                             Officer)
/s/  David M. Mott
David M. Mott                Vice Chairman and Chief Financial
                              Officer and Director
                             (Principal Financial and            May 24, 1999
                             Accounting Officer)

/s/Melvin D. Booth           President and Chief Operating       May 24, 1999
Melvin D. Booth              Officer and Director

/s/Franklin H. Top,Jr., M.D  Executive Vice President, Medical
Franklin H. Top, Jr., M.D.   Director and Director               May 24, 1999

/s/M. James Barrett, Ph.D.   Director
M. James Barrett, Ph.D.                                          May 24, 1999

/s/James H. Cavanaugh, Ph.D. Director
James H. Cavanaugh, Ph.D.

/s/Lawrence C. Hoff          Director                            May 24, 1999
Lawrence C. Hoff

/s/Gordon S. Macklin         Director                            May 24, 1999
Gordon S. Macklin

/s/Barbara Hackman Franklin  Director                            May 24, 1999
Barbara Hackman Franklin
MEDIMMUNE, INC.

                        -----------------

                            EXHIBITS

                               for

                     REGISTRATION STATEMENT

                               ON

                            FORM S-8

                        -----------------

                           Exhibit 4.1

                         MEDIMMUNE, INC.

                     1999 Stock Option Plan
Table of Contents                                            Page

Article I. PURPOSE                                            12
Article II. DEFINITIONS                                       12
Article III.ELIGIBILITY                                       13
Article IV. ADMINISTRATION                                    14
     Section 4.1 Committee Members                            14
     Section 4.2 Committee Authority                          14
     Section 4.3 Delegation of Authority                      14
     Section 4.4 Grants to Non-Employee Members of the Board  14
Article V. SHARES OF STOCK SUBJECT TO PLAN                    14
     Section 5.1 Number of Shares                             14
     Section 5.2 Adjustments                                  15
Article VI. OPTIONS                                           15
     Section 6.1 Grant of Option                              15
     Section 6.2 Maximum Limit                                16
     Section 6.3 Option Price                                 16
     Section 6.4 Vesting; Term of Option                      16
     Section 6.5 Option Exercise; Withholding                 16
     Section 6.6 Limited Transferability of Option            16
     Section 6.7 Cancellation, Substitution and Amendment of
                 Options                                      17
Article VII.ADDITIONAL RULES FOR ISOs                         17
     Section 7.1 Annual Limits                                17
     Section 7.2 Termination of Employment                    17
     Section 7.3 Other Terms and Conditions;
             Nontransferability                               17
     Section 7.4 Disqualifying Dispositions                   18
Article VIII. TERMINATION OF SERVICE                          18
     Section 8.1 Death                                        18
     Section 8.2 Disability                                   18
     Section 8.3 Termination for Cause                        19
     Section 8.4 Other Termination of Service                 19
Article IX. STOCK CERTIFICATES                                19
     Section 9.1 Issuance of Certificates                     19
     Section 9.2 Conditions                                   19
     Section 9.3 Legends                                      20
Article X. EFFECTIVE DATE, TERMINATION AND AMENDMENT          20
     Section 10.1 Effective Date; Stockholder Approval        20
     Section 10.2 Termination                                 20
     Section 10.3 Amendment                                   20
Article XI.  MISCELLANEOUS                                    20
     Section 11.1 Employment or Other Service                 20
     Section 11.2 Rights as Stockholder                       20
     Section 11.3 Other Compensation and Benefit Plans        21
     Section 11.4 Plan Binding on Successors                  21
     Section 11.6 Severability                                21
     Section 11.7 Governing Law                               21
MEDIMMUNE, INC.

                     1999 Stock Option Plan
                            ARTICLE I
                             PURPOSE

     This  MedImmune,  Inc.  1999 Stock  Option  Plan is intended to advance the
interests  of the Company and its  stockholders  by  attracting,  retaining  and
motivating  key  personnel of the Company upon whose  judgment,  initiative  and
effort the  Company  is  largely  dependent  for the  successful  conduct of its
business,  and to  encourage  and enable such  persons to acquire a  proprietary
interest in the Company by ownership  of its stock.  Options  granted  under the
Plan may either be "incentive  stock options"  intended to qualify as such under
the Internal  Revenue  Code,  or  "nonqualified  stock  options,"  which are not
intended to so qualify.

                           ARTICLE II
                           DEFINITIONS
     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Code" means the Internal Revenue Code of 1986, as amended.

     (c)  "Common  Stock" means the Company's  Common Stock,  par value $.01 per
          share.

     (d)  "Committee" means the Compensation and Stock Committee of the Board or
          any other  committee of the Board appointed by the Board to administer
          the Plan from time to time.

     (e)  "Company" means MedImmune, Inc., a Delaware corporation.

     (f)  "Date of Grant" means the date on which an Option becomes effective in
          accordance with Section 6.1 hereof.

     (g)  "Eligible Person" means any person who is an employee, officer, member
          of the Board,  consultant or advisor of the Company or any Subsidiary,
          or any person who is  determined  by the Committee to be a prospective
          employee,  officer,  member of the Board, consultant or advisor of the
          Company or any Subsidiary.

     (h)  "Employee"  means any person who is an  employee of the Company or any
          Subsidiary;  provided,  however,  that with respect to Incentive Stock
          Options,  "Employee" means any person who is considered an employee of
          the Company or any Subsidiary for purposes of Treasury Regulation
          Section 1.421-7(h).

     (i)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (j)  "Fair Market Value" of a share of Common Stock as of a
          given date means the closing sales price of the Common
          Stock on the Nasdaq Stock Market, Inc. on the trading
          day immediately preceding the date as of which Fair
          Market Value is to be determined or, in the absence of
          any reported sales of Common Stock on such date, on the
          first preceding date on which any such sale shall have
          been reported.  If Common Stock is not listed on the
          Nasdaq Stock Market, Inc. on the date as of which Fair
          Market Value is to be determined, the Committee shall
          determine in good faith the Fair Market Value in
          whatever manner it considers appropriate.

     (k)  "Incentive Stock Option" means a stock option  granted under the Plan
          that is intended to meet the  requirements  of section 422 of the Code
          and the regulations promulgated thereunder.

     (l)  "Nonqualified  Stock  Option"  means a stock option  granted under the
          Plan that is not an Incentive Stock Option.

     (m)  "Option"  means an  Incentive  Stock  Option or a  Nonqualified  Stock
          Option granted under the Plan.

     (n)  "Optionee"  means  an  Eligible  Person  to whom an  Option  has  been
          granted, which Option has not expired, under the Plan.

     (o)  "Option  Price"  means the price at which each  share of Common  Stock
          subject to an Option may be purchased,  determined in accordance  with
          Section 6.3 hereof.

     (p)  "Plan" means this MedImmune, Inc. 1999 Stock Option
          Plan.

     (q)  "Stock Option Agreement" means an agreement between the Company and an
          Optionee under which the Optionee may purchase  Common Stock under the
          Plan.

     (r)  "Subsidiary" means a subsidiary corporation of the Company, within the
          meaning of section 424(f) of the Code.

                           ARTICLE III
                           ELIGIBILITY

     All Eligible Persons are eligible to receive a grant of an Option under the
Plan. The Committee shall, in its sole discretion,  determine and designate from
time to time those Eligible Persons who are to be granted an Option.

                           ARTICLE IV
                         ADMINISTRATION

          Section 4.1 Committee  Members.  The Plan shall be  administered  by a
Committee  comprised of no fewer than two persons selected by the Board.  Solely
to the extent deemed necessary or advisable by the Board,  each Committee member
shall meet the definition of a "nonemployee  director" for purposes of such Rule
16b-3 under the Exchange Act and of an "outside  director"  under section 162(m)
of the Code.  The Board shall also have the authority to exercise the powers and
duties of the Committee under the Plan.

          Section 4.2 Committee Authority.  Subject to the express provisions of
the  Plan,  the  Committee  shall  have the  authority,  in its  discretion,  to
determine the Eligible  Persons to whom an Option shall be granted,  the time or
times at which an Option shall be granted,  the number of shares of Common Stock
subject to each Option,  the Option  Price of the shares  subject to each Option
and the time or times when each Option shall become exercisable and the duration
of the  exercise  period.  Subject to the express  provisions  of the Plan,  the
Committee  shall also have  discretionary  authority to interpret  the Plan,  to
prescribe,  amend and rescind rules and regulations relating to it, to determine
the   provisions  of  each  Stock  Option   Agreement,   and  to  make  all  the
determinations  necessary or advisable in the  administration  of the Plan.  All
such actions and  determinations by the Committee shall be conclusively  binding
for all purposes and upon all persons.  No Committee  member shall be liable for
any action or  determination  made in good faith with  respect to the Plan,  any
Option or any Stock Option Agreement entered into hereunder.
          Section 4.3  Delegation  of Authority.  The  Committee  shall have the
right, from time to time, to delegate to one or more officers of the Company the
authority of the Committee to grant and  determine  the terms and  conditions of
Options  awarded under the Plan,  subject to such  limitations  as the Committee
shall determine; provided, however, that no such authority may be delegated with
respect to Options  awarded to any Optionee who the Committee  determines may be
subject to Rule 16b-3 under the Exchange Act or section 162(m) of the Code.

          Section  4.4 Grants to  Non-Employee  Members of the Board.  Awards of
Options to non-employee members of the Board under the Plan shall be approved by
the Board.  With  respect to awards to such  directors,  all rights,  powers and
authorities vested in the Committee under the Plan shall instead be exercised by
the Board,  and all  provisions of the Plan  relating to the Committee  shall be
interpreted  in a manner  consistent  with the  foregoing  by treating  any such
reference as a reference to the Board for such purpose.
ARTICLE V
                 SHARES OF STOCK SUBJECT TO PLAN

          Section 5.1 Number of Shares.  Subject to  adjustment  pursuant to the
provisions  of Section 5.2 hereof,  the  maximum  aggregate  number of shares of
Common Stock which may be issued and sold hereunder  shall be 2,750,000  shares.
Shares of Common Stock  issued and sold under the Plan may be either  authorized
but  unissued  shares or shares held in the  Company's  treasury.  The number of
shares of Common Stock  reserved for issuance under the Plan shall at no time be
less  than the  maximum  number of shares  which  may be  purchased  at any time
pursuant to  outstanding  options.  Shares of Common Stock  covered by an Option
that shall have been exercised shall not again be available for an Option grant.
If an Option  shall  terminate  or expire for any reason  without  being  wholly
exercised,  the number of shares to which such Option  termination or expiration
relates shall again be available for grant hereunder.

          Section  5.2  Adjustments.  In the event  that the number of shares of
Common  Stock  of  the  Company   shall  be   increased  or  decreased   through
reclassification,  combination of shares,  stock split or the payment of a stock
dividend, or otherwise,  then (i) the number of shares of Common Stock currently
subject  to Options  and the Option  Prices of such  Options,  (ii) the  maximum
aggregate  number and kind of shares of Common Stock that may be issued and sold
under the Plan,  and (iii) the  maximum  number of shares that may be subject to
Options  granted  to any  Optionee  during  any  one  calendar  year,  shall  be
proportionately adjusted to reflect such increase or decrease.

          In the event there shall be any other  change in the number or kind of
the  outstanding  shares of Common Stock of the  Company,  or any stock or other
securities into which such Common Stock shall have been changed, or for which it
shall  have  been  exchanged,  whether  by reason of  merger,  consolidation  or
otherwise,  then if the Committee shall, in its sole discretion,  determine that
such  change  equitably  requires  an  adjustment  to (i) the number and kind of
shares of Common  Stock  currently  subject to Options and the Option  Prices or
terms of such Options,  (ii) the maximum  aggregate number and kind of shares of
Common  Stock that may be issued and sold under the Plan,  and (iii) the maximum
number of shares of Common  Stock that may be subject to Options  granted to any
Optionee  during any one calendar year,  such  adjustments  shall be made in the
manner that the  Committee  shall deem to be equitable  and  appropriate.  In no
event may any such  change be made to an  Incentive  Stock  Option  which  would
constitute a "modification"  within the meaning of section 424(h)(3) of the Code
without  the  consent  of any  affected  Optionee.  In the event of any  merger,
consolidation,  reorganization or similar corporate event in which shares of the
Common Stock are to be exchanged for payment of cash (the "Cash Consideration"),
the Committee may, in its discretion, (i) make equitable adjustments as provided
above, or (ii) cancel any outstanding Option in exchange for payment in cash, if
any,  equal to the excess of the Cash  Consideration  for the shares  underlying
such Option over the Option Price for such shares.
ARTICLE VI
                             OPTIONS

          Section 6.1 Grant of Option.  An Option may be granted to any Eligible
Person  selected  by the  Committee.  The  grant  of an  Option  shall  first be
effective  upon the date it is approved by the  Committee,  except to the extent
the Committee shall specify a later date upon which the grant of an Option shall
first be effective.  Each Option shall be  designated,  at the discretion of the
Committee,  as  an  Incentive  Stock  Option  or a  Nonqualified  Stock  Option;
provided,  however, that Incentive Stock Options may only be granted to Eligible
Persons who are  Employees  of the Company.  The Company and the Optionee  shall
execute a Stock Option Agreement which shall set forth such terms and conditions
of the Option as may be determined  by the  Committee to be consistent  with the
Plan, and which may include additional  provisions and restrictions that are not
inconsistent with the Plan.
          Section 6.2 Maximum Limit.  Notwithstanding  anything elsewhere in the
Plan to the contrary,  the maximum  number of shares of Common Stock that may be
subject to Options granted to any Optionee during any one calendar year shall be
1,000,000 shares, subject to adjustment as provided in Section 5.2 hereof.

          Section 6.3 Option Price.  The Option Price shall be determined by the
Committee;  provided, however, that the Option Price shall not be less than 100%
of the Fair Market Value of a share of Common Stock on the Date of Grant.

          Section 6.4 Vesting;  Term of Option.  An Option shall vest and become
exercisable  in the  manner  and  subject  to such  conditions  provided  by the
Committee and set forth in the Stock Option  Agreement.  The  Committee,  in its
sole discretion,  may accelerate the  exercisability  of any Option at any time.
The period during which a vested Option may be exercised  shall be determined by
the Committee, subject to a maximum term of ten years from the Date of Grant and
such  other  limitations  as may apply  upon the  termination  of an  Optionee's
employment  or other  service or as otherwise  specified by the Committee in the
Stock Option Agreement.

          Section 6.5 Option  Exercise;  Withholding.  Subject to such terms and
conditions as shall be specified in a Stock Option  Agreement,  an Option may be
exercised  in whole or in part at any time,  with  respect to whole shares only,
within the period permitted for the exercise thereof,  and shall be exercised by
written  notice of intent to  exercise  the Option  with  respect to a specified
number of shares delivered to the Company at its principal  office,  and payment
in full to the Company at said office of the amount of the Option  Price for the
number of shares of the Common  Stock  with  respect to which the Option is then
being  exercised.  Payment of the Option  Price  shall be made (i) in cash or by
cash equivalent,  (ii) at the discretion of the Committee,  in Common Stock that
has been held by the  Optionee  for at least six months (or such other period as
the Committee may deem appropriate for purposes of applicable accounting rules),
valued  at the  Fair  Market  Value  of such  shares  determined  on the date of
exercise,  (iii) at the discretion of the  Committee,  by a delivery of a notice
that the Optionee has placed a market sell order (or similar instruction) with a
broker with respect to shares of Common Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net  proceeds of the sale to the  Company in  satisfaction  of the Option  Price
(conditioned  upon the payment of such net proceeds),  (iv) at the discretion of
the Committee,  by a combination of the methods  described above, or (v) by such
other  method as may be  approved  by the  Committee  and set forth in the Stock
Option Agreement. In addition to and at the time of payment of the Option Price,
the  Optionee  shall pay to the Company the full amount of all federal and state
withholding  and other  employment  taxes  required to be withheld in connection
with such exercise, in any manner consistent with the foregoing that is approved
by the Committee and set forth in the Stock Option Agreement.
Section 6.6 Limited  Transferability  of Option.  All Options shall be
nontransferable  except (i) upon the Optionee's death, by the Optionee's will or
the laws of descent  and  distribution  or (ii) in the case  Nonqualified  Stock
Options only, on a case-by-case basis as may be approved by the Committee in its
discretion,  in  accordance  with  the  terms  provided  below.  A Stock  Option
Agreement for a Nonqualified Stock Option may provide that the Optionee shall be
permitted  to,  during his or her lifetime and subject to the prior  approval of
the  Committee  at the time of proposed  transfer,  transfer  all or part of the
Option to the Optionee's family member (as defined in the Stock Option Agreement
in a manner  consistent  with  the  requirements  for the Form S-8  registration
statement,  if applicable).  Any such transfer shall be subject to the condition
that it is made by the  Optionee for estate  planning,  tax planning or donative
purposes, and no consideration (other than nominal consideration) is received by
the  Optionee  therefor.  The  transfer of a  Nonqualified  Stock  Option may be
subject  to  such  other  terms  and  conditions  as  the  Committee  may in its
discretion  impose from time to time,  including a condition that the portion of
the Option to be  transferred  be vested and  exercisable by the Optionee at the
time of the  transfer.  Subsequent  transfers of an Option  shall be  prohibited
other than by will or the laws of descent and distribution upon the death of the
transferee.

          Section 6.7 Cancellation,  Substitution and Amendment of Options.  The
Committee shall have the authority to effect, at any time and from time to time,
with the consent of the affected  Optionees,  (i) the cancellation of any or all
outstanding  Options  and the  grant in  substitution  therefor  of new  Options
covering the same or  different  numbers of shares of Common Stock and having an
Option Price which may be the same as or different  than the Option Price of the
cancelled  Options or (ii) the amendment of the terms of any and all outstanding
Options;  provided,  however, that the Committee shall not, without the approval
of the Company's stockholders, cause the cancellation, substitution or amendment
of Options that would have the effect of reducing the exercise  price of Options
previously  granted  under the Plan,  other than as  permitted  by  Section  5.2
hereof.

                           ARTICLE VII
                    ADDITIONAL RULES FOR ISO

          Section 7.1 Annual Limits.  No Incentive Stock Option shall be granted
to an Optionee as a result of which the aggregate Fair Market Value  (determined
as of the date of grant) of the stock  with  respect to which  "incentive  stock
options" are  exercisable for the first time in any calendar year under the Plan
and any other stock option plans of the Company,  any Subsidiary,  or any parent
corporation,  would exceed the maximum amount  permitted under section 422(d) of
the Code. This limitation shall be applied by taking options into account in the
order in which granted.

          Section 7.2  Termination of Employment.  An Incentive Stock Option may
provide that such Option may be exercised not later than three months  following
termination of employment of the Optionee with the Company and all Subsidiaries,
subject to special rules relating to death and disability,  as and to the extent
determined by the Committee to be consistent  with the  requirements  of section
422 of the Code and Treasury Regulations thereunder.

          Section  7.3  Other  Terms  and  Conditions;  Nontransferability.  Any
Incentive Stock Option granted hereunder shall contain such additional terms and
conditions,  not  inconsistent  with  the  terms  of this  Plan,  as are  deemed
necessary or desirable by the Committee, which terms, together with the terms of
this Plan,  shall be intended  and  interpreted  to cause such  Incentive  Stock
Option to qualify as an "incentive  stock option" under section 422 of the Code.
Such terms shall include, if applicable,  limitations on Incentive Stock Options
granted to  ten-percent  owners of the  Company  as  determined  under  sections
422(b)(6)  and 424(d) of the Code.  A Stock  Option  Agreement  for an Incentive
Stock  Option may provide  that such Option  shall be treated as a  Nonqualified
Stock Option to the extent that certain  requirements  applicable  to "incentive
stock options" under the Code shall not be satisfied.  An Incentive Stock Option
shall by its terms be  nontransferable  otherwise than by will or by the laws of
descent and  distribution,  and shall be  exercisable  during the lifetime of an
Optionee only by such Optionee.

          Section  7.4  Disqualifying  Dispositions.  If shares of Common  Stock
acquired by exercise of an  Incentive  Stock  Option are  disposed of within two
years  following  the Date of Grant or one year  following  the transfer of such
shares to the Optionee upon exercise,  the Optionee  shall,  promptly  following
such  disposition,  notify the  Company in writing of the date and terms of such
disposition and provide such other information  regarding the disposition as the
Committee may reasonably require.
ARTICLE VIII
                     TERMINATION OF SERVICE

          Section 8.1 Death.  Unless otherwise provided by the Committee and set
forth in the Stock Option Agreement,  if an Optionee shall die at any time after
the  Date  of  Grant  and  while  he is an  Eligible  Person,  the  executor  or
administrator of the estate of the decedent, or the person or persons to whom an
Option shall have been validly transferred in accordance with Section 6.6 hereof
pursuant to will or the laws of descent and distribution,  shall have the right,
during  the  period  ending  one year  after  the date of the  Optionee's  death
(subject to the term of the Option),  to exercise the  Optionee's  Option to the
extent that it was exercisable at the date of the Optionee's death and shall not
have been previously exercised. The Committee may determine at or after grant to
make any portion of the Optionee's Option that is not exercisable at the date of
death immediately vested and exercisable.

          Section 8.2 Disability. Unless otherwise provided by the Committee and
set forth in the Stock Option  Agreement,  if an Optionee's  employment or other
service with the Company or any  Subsidiary  shall be  terminated as a result of
permanent and total  disability  (within the meaning of section  22(e)(3) of the
Code) at any time after the Date of Grant and while the  Optionee is an Eligible
Person,   the   Optionee  (or  in  the  case  of  an  Optionee  who  is  legally
incapacitated,  his  guardian  or legal  representative)  shall  have the right,
during a period ending one year after the date of his disability (subject to the
term of the Option), to exercise an Option to the extent that it was exercisable
at the date of such  termination  of  employment  or other service and shall not
have been  exercised.  The Committee may determine at or after grant to make any
portion  of the  Optionee's  Option  that  is not  exercisable  at the  date  of
termination of employment or other service due to disability  immediately vested
and exercisable.

          Section 8.3 Termination for Cause.  Unless  otherwise  provided by the
Committee  and  set  forth  in the  Stock  Option  Agreement,  if an  Optionee's
employment  or  other  service  with  the  Company  or any  Subsidiary  shall be
terminated for cause, the Optionee's  right to exercise any unexercised  portion
of an Option shall immediately  terminate and all rights thereunder shall cease.
For purposes of this Section 8.3, termination for "cause" shall include, but not
be limited to,  embezzlement or misappropriation of corporate funds, any acts of
dishonesty  resulting  in  conviction  for a  felony,  misconduct  resulting  in
material injury to the Company or any Subsidiary, significant activities harmful
to the reputation of the Company or any Subsidiary,  a significant  violation of
Company or  Subsidiary  policy,  willful  refusal  to  perform,  or  substantial
disregard of, the duties  properly  assigned to the  Optionee,  or a significant
violation  of any  contractual,  statutory  or common law duty of loyalty to the
Company  or any  Subsidiary.  Notwithstanding  the  foregoing,  in the  event an
Optionee is party to an employment  (or similar)  agreement  with the Company or
any Subsidiary  that defines the term "cause," such  definition  shall apply for
purpose of the Plan. The Committee shall have the power to determine whether the
Optionee has been terminated for cause and the date upon which such  termination
for cause occurs. Any such determination shall be final,  conclusive and binding
upon the Optionee.

          Section 8.4 Other Termination of Service. Unless otherwise provided by
the  Committee  and set forth in the Stock Option  Agreement,  if an  Optionee's
employment  or  other  service  with  the  Company  or any  Subsidiary  shall be
terminated  for any reason other than death,  permanent and total  disability or
termination  for cause,  the  Optionee  shall have the right,  during the period
ending three months after such termination  (subject to the term of the Option),
to exercise an Option to the extent that it was  exercisable at the date of such
termination and shall not have been exercised. For purposes of this Section 8.4,
an Optionee  shall not be  considered  to have  terminated  employment  or other
service with the Company or any Subsidiary until the expiration of the period of
any  military,  sick leave or other bona fide leave of absence,  up to a maximum
period  of 90 days  (or  such  greater  period  during  which  the  Optionee  is
guaranteed reemployment either by statute or contract).
ARTICLE IX
                       STOCK CERTIFICATES

          Section 9.1 Issuance of  Certificates.  Subject to Section 9.2 hereof,
the Company  shall issue a stock  certificate  in the name of the  Optionee  (or
other person  exercising  the Option in  accordance  with the  provisions of the
Plan) for the shares of Common Stock  purchased by exercise of an Option as soon
as practicable  after due exercise and payment of the aggregate Option Price for
such shares. A separate stock certificate or separate stock  certificates  shall
be issued for any shares of Common Stock  purchased  pursuant to the exercise of
an Option that is an Incentive Stock Option,  which  certificate or certificates
shall not include any shares of Common Stock that were purchased pursuant to the
exercise of an Option that is a Nonqualified Stock Option.

          Section 9.2 Conditions.  The Company shall not be required to issue or
deliver any  certificate  for shares of Common Stock purchased upon the exercise
of any Option granted  hereunder or any portion  thereof prior to fulfillment of
all of the following conditions:

     (i) the  completion  of any  registration  or other  qualification  of such
shares,  under any federal or state law or under the rulings or  regulations  of
the  Securities  and Exchange  Commission or any other  governmental  regulatory
body,  that the  Committee  shall  in its  sole  discretion  deem  necessary  or
advisable;

     (ii) the obtaining of any approval or other  clearance  from any federal or
state  governmental  agency  which the  Committee  shall in its sole  discretion
determine to be necessary or advisable;

     (iii) the lapse of such reasonable period of time following the exercise of
the  Option as the  Committee  from time to time may  establish  for  reasons of
administrative convenience;

     (iv)  satisfaction by the Optionee of all applicable  withholding  taxes or
other  withholding  liabilities;  and if required by the Committee,  in its sole
discretion,  the receipt by the Company from an Optionee of (i) a representation
in writing that the shares of Common Stock  received  upon exercise of an Option
are being acquired for investment and not with a view to  distribution  and (ii)
such other  representations and warranties as are deemed necessary by counsel to
the Company.

          Section  9.3  Legends.  The Company  reserves  the right to legend any
certificate for shares of Common Stock,  conditioning  sales of such shares upon
compliance with applicable federal and state securities laws and regulations.
ARTICLE X
            EFFECTIVE DATE, TERMINATION AND AMENDMENT

          Section 10.1  Effective  Date;  Stockholder  Approval.  The Plan shall
become effective on the date of its approval by the stockholders of the Company,
which approval shall be obtained within 12 months after the adoption of the Plan
by the Board.

          Section  10.2  Termination.  The  Plan  shall  terminate  on the  date
immediately  preceding the tenth  anniversary of the date the Plan is adopted by
the Board.  The Board  may,  in its sole  discretion  and at any  earlier  date,
terminate the Plan.  Notwithstanding  the foregoing,  no termination of the Plan
shall in any manner affect any Option theretofore granted without the consent of
the Optionee or the permitted transferee of the Option.
          Section  10.3  Amendment.  The  Board may at any time and from time to
time and in any respect,  amend or modify the Plan.  Solely to the extent deemed
necessary or advisable by the Board, for purposes of complying with sections 422
or  162(m)  of the Code or rules of any  securities  exchange  or for any  other
reason,  the Board may seek the approval of any such  amendment by the Company's
stockholders. Notwithstanding the foregoing, no amendment or modification of the
Plan shall in any  manner  affect any Option  theretofore  granted  without  the
consent of the Optionee or the permitted transferee of the Option.
ARTICLE XI
                          MISCELLANEOUS

          Section 11.1 Employment or Other Service.  Nothing in the Plan, in the
grant of any  Option or in any Stock  Option  Agreement  shall  confer  upon any
Eligible Person the right to continue in the capacity in which he is employed by
or otherwise provides services to the Company or any Subsidiary. Notwithstanding
anything  contained in the Plan to the contrary,  unless otherwise provided in a
Stock Option  Agreement,  no Option shall be affected by any change of duties or
position  of the  Optionee  (including  a transfer to or from the Company or any
Subsidiary), so long as such Optionee continues to be an Eligible Person.

          Section  11.2 Rights as  Stockholder.  An  Optionee  or the  permitted
transferee  of an Option shall have no rights as a  stockholder  with respect to
any shares  subject  to such  Option  prior to the  purchase  of such  shares by
exercise of such Option as provided herein.  Nothing  contained herein or in the
Stock Option Agreement  relating to any Option shall create an obligation on the
part  of the  Company  to  repurchase  any  shares  of  Common  Stock  purchased
hereunder.

          Section 11.3 Other Compensation and Benefit Plans. The adoption of the
Plan shall not affect any other stock option or incentive or other  compensation
plans in effect for the Company or any  Subsidiary,  nor shall the Plan preclude
the Company from establishing any other forms of incentive or other compensation
for employees of the Company or any Subsidiary.  The amount of any  compensation
deemed to be received by an Optionee as a result of the exercise of an Option or
the sale of shares received upon such exercise shall not constitute compensation
with  respect  to  which  any  other  employee  benefits  of such  Optionee  are
determined,  including,  without limitation,  benefits under any bonus, pension,
profit sharing,  life insurance or salary continuation plan, except as otherwise
specifically  determined  by the Board or the Committee or provided by the terms
of such plan.

          Section  11.4 Plan  Binding on  Successors.  The Plan shall be binding
upon the Company,  its successors and assigns,  and the Optionee,  his executor,
administrator and permitted transferees.

          Section 11.5  Construction and  Interpretation.  Whenever used herein,
nouns in the singular shall include the plural,  and the masculine pronoun shall
include  the  feminine  gender.  Headings of Articles  and  Sections  hereof are
inserted for convenience and reference and constitute no part of the Plan.

          Section 11.6  Severability.  If any provision of the Plan or any Stock
Option Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and  enforceable  in accordance  with their terms,  and all provisions
shall remain enforceable in any other jurisdiction.

          Section 11.7 Governing Law. The validity and construction of this Plan
and of the Stock Option Agreements shall be governed by the laws of the State of
Delaware.