As filed with the Securities and Exchange Commission on June 4, 1997

                                          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)

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

                        1993 Non-Employee Directors
                             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
                                     
                                  Proposed     Proposed     
Title of           Amount to be   maximum      maximum      Amount of
securities to be   registered     offering     aggregate    registration
registered                        price per    offering     fee
                                  share(1)     price(1)
--------------     ------------   ----------   -----------  ------------
Common Stock       250,000        $14.875      $3,718,750   $1,126.89
par value $.01    shares
per share

  (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 Registrant's common stock on the Nasdaq
Stock Market's National Market on May 28, 1997.

  There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of
the 1993 Non-Employee Directors Stock Option Plan.


                                PART I

Item 1.   PLAN INFORMATION.

     Not included pursuant to Form S-8 instructions.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not included pursuant to Form S-8 instructions.

                               PART II

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this registration
statement the following documents and information heretofore filed by
MedImmune, Inc. (the "Company") under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") with the Securities and Exchange Commission
(the "Commission"):

          (1)  the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

          (2)  the Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1997, and the Company's Reports on Form 8-K dated
          January 8, February 3 and 6, March 10 and 20, April 8, 14, 15 and
          28 and May 6, 13 and 19, 1997; and

          (3)  the description of the common stock of the Company which is
          contained in the Company's registration statement on Form 8-A
          filed with the Commission on April 5, 1991 pursuant to Section 12
          of the Exchange Act, including any amendments or reports filed
          for the purpose of updating such description.

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

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

                                 <PAGE> 2


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 he 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 attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he 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 his conduct was unlawful.

     Subsection (b) of Section 145 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
such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may 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 Delaware 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 Delaware Court of
Chancery or such other court shall deem proper.

     Section 145 further provides that to the extent a director, officer,
employee or agent 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, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him 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; that 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 such person's heirs, executors and administrators; and that
the corporation is empowered to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liability under Section 145.

     The Company also 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 the Securities Act of 1933, as amended.

                                 <PAGE> 3


     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
Restated 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.

     Exhibit
     Number              Description
     -------             ------------

               4.1       Restated Certificate of Incorporation of the
               Company, as amended
               4.2       By-Laws of the Company, as amended
               4.3       1993 Non-Employee Directors Stock Option Plan
               5.1       Opinion and Consent of Dewey Ballantine with
               respect to the legality of the securities being registered
               23.1      Consent of Dewey Ballantine (contained in their
               opinion filed herewith as Exhibit 5.1)
               23.2      Consent of Coopers & Lybrand L.L.P.
               24.1      Power of Attorney executed by certain officers and
               directors of the Company

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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission

                                 <PAGE> 4


pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% 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 registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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> 5


                               SIGNATURES

     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 May 16, 1997.

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

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne T. Hockmeyer and David M.
Mott, and each of them severally, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, 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 said attorneys-in-fact and agents or
either of them, or their or his or her substitute or substitutes, 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                         Title                      Date
                                                             
                                  Chairman, Chief Executive  May 16, 1997
  /s/ Wayne T. Hockmeyer, Ph.D.   Officer (Principal
Wayne T. Hockmeyer, Ph.D.         Executive Officer)
                                                             
 /s/ David M. Mott                President and Chief        May 16, 1997
David M. Mott                     Operating Officer
                                 (Principal Accounting and
                                 Financial Officer)
                                                             
 /s/ M. James Barrett             Director                   May 16, 1997
M. James Barrett                  
                                 
                                 
                                           <PAGE> 6         
                                 


 /s/ James H. Cavanaugh           Director                   May 16, 1997
James H. Cavanaugh                
                                 
                                                             
 /s/ Lawrence C. Hoff             Director                   May 16, 1997
Lawrence C. Hoff
                                                             
 /s/ Gordon S. Macklin            Director                   May 16, 1997
Gordon S. Macklin
                                                             
 /s/ Franklin H. Top, Jr.         Director                   May 16, 1997
Franklin H. Top, Jr.
                                                             
 /s/ Barbara Hackman Franklin     Director                   May 16, 1997
Barbara Hackman Franklin























                                 <PAGE> 7
                                     
                               EXHIBITS



  The following documents are filed as Exhibits hereto:

                                                    Sequential Page
Exhibit                                             No. or
Number             Description                      Incorporated by
                                                    Reference to:
4.1      Restated Certificate of Incorporation of   Page 10
         the Company, as amended
4.2      By-Laws of the Company, as amended         Exhibit 3.2 to the
                                                    Company's Form S-1
                                                    Registration
                                                    Statement No. 33-
                                                    39579 dated
                                                    March 22, 1991
4.3      1993 Non-Employee Directors Stock Option   Page 22
         Plan
5.1      Opinion and Consent of Dewey Ballantine    Page 34
         with respect to the legality of the
         securities being registered
23.1     Consent of Dewey Ballantine (contained in  --
         their opinion filed herewith as Exhibit
         5.1)
23.2     Consent of Coopers & Lybrand L.L.P.        Page 36
24.1     Power of Attorney of directors and         --
         certain officers of the Company (included
         in Signature Page)


     
     
     
 
     
     
                                 <PAGE> 8
                                     


                                     
                              MEDIMMUNE, INC.
                                     
                             _________________
                                     
                                 EXHIBITS
                                     
                                    for
                                     
                          REGISTRATION STATEMENT
                                     
                                    ON
                                     
                                 FORM S-8
                                     
                             _________________
                                     
                                     
               1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
           
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                 <PAGE> 9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22151}]
{"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": "333-28481", "film-number": "97619069"}, "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 June 4, 1997

                                          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)

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

                        1993 Non-Employee Directors
                             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
                                     
                                  Proposed     Proposed     
Title of           Amount to be   maximum      maximum      Amount of
securities to be   registered     offering     aggregate    registration
registered                        price per    offering     fee
                                  share(1)     price(1)
--------------     ------------   ----------   -----------  ------------
Common Stock       250,000        $14.875      $3,718,750   $1,126.89
par value $.01    shares
per share

  (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 Registrant's common stock on the Nasdaq
Stock Market's National Market on May 28, 1997.

  There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of
the 1993 Non-Employee Directors Stock Option Plan.

                                PART I

Item 1.   PLAN INFORMATION.

     Not included pursuant to Form S-8 instructions.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not included pursuant to Form S-8 instructions.

                               PART II

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this registration
statement the following documents and information heretofore filed by
MedImmune, Inc. (the "Company") under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") with the Securities and Exchange Commission
(the "Commission"):

          (1)  the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

          (2)  the Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1997, and the Company's Reports on Form 8-K dated
          January 8, February 3 and 6, March 10 and 20, April 8, 14, 15 and
          28 and May 6, 13 and 19, 1997; and

          (3)  the description of the common stock of the Company which is
          contained in the Company's registration statement on Form 8-A
          filed with the Commission on April 5, 1991 pursuant to Section 12
          of the Exchange Act, including any amendments or reports filed
          for the purpose of updating such description.

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

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
2

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 he 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 attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he 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 his conduct was unlawful.

     Subsection (b) of Section 145 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
such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may 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 Delaware 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 Delaware Court of
Chancery or such other court shall deem proper.

     Section 145 further provides that to the extent a director, officer,
employee or agent 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, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him 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; that 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 such person's heirs, executors and administrators; and that
the corporation is empowered to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liability under Section 145.

     The Company also 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 the Securities Act of 1933, as amended.
3

     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
Restated 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.

     Exhibit
     Number              Description
     -------             ------------

               4.1       Restated Certificate of Incorporation of the
               Company, as amended
               4.2       By-Laws of the Company, as amended
               4.3       1993 Non-Employee Directors Stock Option Plan
               5.1       Opinion and Consent of Dewey Ballantine with
               respect to the legality of the securities being registered
               23.1      Consent of Dewey Ballantine (contained in their
               opinion filed herewith as Exhibit 5.1)
               23.2      Consent of Coopers & Lybrand L.L.P.
               24.1      Power of Attorney executed by certain officers and
               directors of the Company

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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
4

pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% 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 registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
5

                               SIGNATURES

     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 May 16, 1997.

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

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne T. Hockmeyer and David M.
Mott, and each of them severally, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, 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 said attorneys-in-fact and agents or
either of them, or their or his or her substitute or substitutes, 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                         Title                      Date
                                                             
                                  Chairman, Chief Executive  May 16, 1997
  /s/ Wayne T. Hockmeyer, Ph.D.   Officer (Principal
Wayne T. Hockmeyer, Ph.D.         Executive Officer)
                                                             
 /s/ David M. Mott                President and Chief        May 16, 1997
David M. Mott                     Operating Officer
                                 (Principal Accounting and
                                 Financial Officer)
                                                             
 /s/ M. James Barrett             Director                   May 16, 1997
M. James Barrett
6         
                                 

 /s/ James H. Cavanaugh           Director                   May 16, 1997
James H. Cavanaugh                
                                 
                                                             
 /s/ Lawrence C. Hoff             Director                   May 16, 1997
Lawrence C. Hoff
                                                             
 /s/ Gordon S. Macklin            Director                   May 16, 1997
Gordon S. Macklin
                                                             
 /s/ Franklin H. Top, Jr.         Director                   May 16, 1997
Franklin H. Top, Jr.
                                                             
 /s/ Barbara Hackman Franklin     Director                   May 16, 1997
Barbara Hackman Franklin
7
                                     
                               EXHIBITS

  The following documents are filed as Exhibits hereto:

                                                    Sequential Page
Exhibit                                             No. or
Number             Description                      Incorporated by
                                                    Reference to:
4.1      Restated Certificate of Incorporation of   Page 10
         the Company, as amended
4.2      By-Laws of the Company, as amended         Exhibit 3.2 to the
                                                    Company's Form S-1
                                                    Registration
                                                    Statement No. 33-
                                                    39579 dated
                                                    March 22, 1991
4.3      1993 Non-Employee Directors Stock Option   Page 22
         Plan
5.1      Opinion and Consent of Dewey Ballantine    Page 34
         with respect to the legality of the
         securities being registered
23.1     Consent of Dewey Ballantine (contained in  --
         their opinion filed herewith as Exhibit
         5.1)
23.2     Consent of Coopers & Lybrand L.L.P.        Page 36
24.1     Power of Attorney of directors and         --
         certain officers of the Company (included
         in Signature Page)
8
                                     

                                     
                              MEDIMMUNE, INC.
                                     
                             _________________
                                     
                                 EXHIBITS
                                     
                                    for
                                     
                          REGISTRATION STATEMENT
                                     
                                    ON
                                     
                                 FORM S-8
                                     
                             _________________
                                     
                                     
               1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
9