S-8

                                As filed with the Securities and Exchange Commission on April 20, 2001

                                                                                                        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 jurisdiction of                Gaithersburg, Maryland 20878                       (I.R.S. Employer
 incorporation or organization)     (Address of Principal Executive Offices) (Zip Code)         Identification No.)
                                                           ----------------

                                                     Employee Stock Purchase Plan
                                                       (Full Title of the Plan)
                                                           ----------------

                                                             David M. Mott
                                               Vice 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                            Proposed Maximum      Proposed Maximum
          Securities                  Amount           Offering Price      Aggregate Offering        Amount of
       To Be Registered          To Be Registered        Per Share               Price           Registration Fee
- ------------------------------- ------------------- --------------------- --------------------- --------------------
- ------------------------------- ------------------- --------------------- --------------------- --------------------

Common Stock, $.01 par value
per share                           3,000,000            $37.34(1)           $112,020,000 (1)           $28,005
=============================== =================== ===================== ===================== ====================

(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
         April 16, 2001.






                                                               STATEMENT

This Form S-8  Registration  Statement  is being filed with the  Securities  and Exchange  Commission  by  MedImmune,  Inc., a
Delaware corporation (the "Company"),  in order to register  3,000,000 shares of the Company's common stock, par value $.01 per
share, issuable under the Company's Employee Stock Purchase 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, 2000;

                  b)       The Registrant's Current Report on Form 8-K filed on January 25, 2001; and

                  c)       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. Section IX of the Company's  By-laws provides that the Company shall indemnify its directors and
officers to the extent permitted by Delaware law.

                  Section 145(g) of the DGCL  provides,  in general,  that a corporation  shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director or officer of the  corporation  against any liability  asserted
against the person in any such capacity,  or arising out of the person's  status as such,  whether or not the  corporation  would
have the power to indemnify  the person  against such  liability  under the  provisions  of the law. 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            Description                                                         Sequentially Numbered
  Number                                                                                       Page No.
  4.1                Employee Stock Purchase Plan                                               Page  6
  5.1                Opinion and Consent of Dewey Ballantine LLP with respect to                Page 12
                     the legality of the securities being registered
  23.1               Consent of Dewey Ballantine LLP (contained in their opinion                  --
                     filed herewith as Exhibit 5.1)
  23.2               Consent of PricewaterhouseCoopers LLP                                      Page 13
  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 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  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
20th day of April, 2001.

                                                     MEDIMMUNE, INC.

                                                     By: /s/ David M. Mott
                                                     David M. Mott
                                                     Vice 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
David M. Mott and  Gregory S.  Patrick,  and each of them,  as his or her true and  lawful  attorney-in-fact  and  agent,  with full
power of substitution  and  resubstitution,  for him or her and in his or her 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 or she 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 and Director                               April 20, 2001
    Wayne T. Hockmeyer, Ph.D.

/s/ David M. Mott                        Vice Chairman and Chief Executive Officer and       April 20, 2001
    David M. Mott

/s/ Melvin D. Booth                      Director (Principal Executive Officer)
    Melvin D. Booth                      President and Chief Operating Officer and Director  April 20, 2001


/s/ Franklin H. Top, Jr., M.D.           Executive Vice President, Medical Director and      April 20, 2001
    Franklin H. Top, Jr., M.D.           Director

/s/ M. James Barrett, Ph.D.              Director                                            April 20, 2001
    M. James Barrett, Ph.D.

/s/ James H. Cavanaugh, Ph.D             Director                                            April 20, 2001
    James H. Cavanaugh, Ph.D.

/s/ Lawrence C. Hoff                     Director                                            April 20, 2001
    Lawrence C. Hoff

/s/ Gordon S. Macklin                    Director                                            April 20, 2001
    Gordon S. Macklin

/s/ Barbara Hackman Franklin             Director                                            April 20, 2001
    Barbara Hackman Franklin

/s/ Gregory S. Patrick                   Senior Vice President and Chief Financial Officer   April 20, 2001
    Gregory S. Patrick                   (Principal Financial and Accounting Officer)

EX-4

E-1


                                                                                                                       Exhibit 4.1

                                                            MEDIMMUNE, INC.

                                                     Employee Stock Purchase Plan
                                                     ----------------------------

                                                              Article I
                                                       PURPOSE AND COMMENCEMENT

Section 1.01.      Purpose.  The purpose of the Plan is to provide the employees of the Company and certain of its  subsidiaries
added
                   -------
incentive  to  continue  in their  employment  and to  encourage  increased  efforts to promote  the best  interests  of the Company
by permitting  eligible  employees to purchase  shares of common  stock of the Company at prices less than the fair market value
thereof.  The Plan is  intended  to qualify  as an  employee  stock  purchase  plan under  Section  423 of the Code and will be
interpreted and construed in accordance with this purpose.

Section 1.02.      Commencement.  The Plan will become effective on June 1, 2001, if approved by stockholders of the Company prior
                   ------------
to that date.

                                                              Article II
                                                              DEFINITIONS

Section 2.01.      Definitions.  As used in the Plan, the following terms and phrases will have the following meanings:
                   -----------

(a)      "Board of Directors " will mean the Board of Directors of the Company.

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

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

(d)      "Common Stock" means the common stock of the Company, par value $.01 per share.

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

(f)      "Contribution Account" means the account established on behalf of a Participant pursuant to Article VI, to which his or her
Participant Contributions will be credited.

(g)      "Contribution Rate" means a percentage of a Participant's Covered Compensation during each payroll period designated by
each Participant to be withheld by payroll deduction and credited to his or her Contribution Account under Section 6.03.

(h)      "Covered  Compensation" means an Employee's base pay, annual bonus  compensation,  overtime and commission income (in the
case of Employees whose primary form of compensation is commission income) received from a Participating  Employer,  in each case
before tax withholdings and other payroll deductions (such as deductions under  Section 401(k) or 125 of the Code), but covered
compensation does not include (i)  relocation  reimbursement,  stock  options,  or other  extraordinary  payments as determined by
the  Committee;  (ii) employer contributions to any deferred compensation plan maintained by a Participating  Employer;  (iii)
fringe benefits not taxable to the  Participant;  (iv)  payments to or on behalf of a  Participant  after he or she is no longer an
Employee; and (v) imputed life insurance income and all other forms of imputed income.

(i)      "Effective Date" means June 1, 2001.

(j)      "Election  Deadline"  means the last date prior to the start of an  Offering  Period,  as  determined  by the  Committee,
for submitting an Election Form.

(k)      "Election Form" means the form or methods approved by the Committee for Eligible  Employees to elect  participation and his
or her  Contribution  Rate in an Offering  Period under the Plan.  In lieu of or in addition to a paper form,  the Committee may
authorize election of Plan participation via web access, telephone, telephone voice response system or any other technological means.

(l)      "Eligible  Employee"  means an Employee who has  satisfied  the  eligibility  requirements  for  participation  in the Plan
as provided in Section 6.01.

(m)      "Employee"  shall mean each employee of a Participating  Employer whose  customary  employment is at least 20 hours a week
and more than five  months in a  calendar  year.  For  purposes  of the Plan,  "employment"  shall be  determined  in  accordance
with the provisions of Section 1.421-7(h) of the Treasury Regulations (or any successor regulations).

(n)      "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 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 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.

(o)      "Offer Date" means the first trading date of the Common Stock in an Offering Period, subject to Section 6.01.

(p)      "Offering Period" shall be as defined in Section 5.01.

(q)      "Participant"  means any Eligible  Employee who has met the conditions  and provisions for becoming a Participant  and who
has elected participation in an Offering Period under Article VI.

(r)      "Participant  Contribution"  means the amount  contributed  by each  Participant  to his or her  Contribution  Account  for
an Offering Period.

(s)      "Participating  Employer"  means the Company and any  Subsidiary  that is designated  by the Committee  from time to time
as a Participating Employer under the Plan.

(t)      "Plan" shall mean the MedImmune Inc.  Employee  Stock  Purchase  Plan, as set forth herein,  as it may be amended from time
to time.

(u)      "Purchase Date" shall be as defined in Section 5.02.

(v)      "Purchase Period" shall be as defined in Section 5.02.

(w)      "Purchase  Price" means the purchase  price for a share of Common Stock to be paid by a  Participant  on a Purchase  Date,
as determined under Section 7.01.

(x)      "Service  Requirement" means the period of continuous  service, if any, as determined by the Committee from time to time,
that an Employee is required to have rendered with a  Participating  Employer  immediately  prior to an Offer Date for the Employee
to be an Eligible Employee on the Offer Date of such Offering Period.

(y)      "Subsidiary"  means a subsidiary  of the Company  that is treated as a  subsidiary  corporation  under  Section  424(f) of
the Code. For avoidance of doubt,  any entity that is not treated as a  "corporation"  for U.S.  federal income tax purposes shall
not be a "Subsidiary" under the Plan.

                                                             Article III
                                                  SHARES SUBJECT TO PLAN; ADJUSTMENTS

Section 3.01.      Shares Subject to Plan. A maximum of 3,000,000 shares of Common Stock may be purchased under the Plan, subject to
                   ----------------------
adjustment as set forth in  Section 3.02.  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.

Section 3.02.      Adjustments.  In the event of a  reorganization,  recapitalization, stock split, stock dividend, combination  of
                   -----------
shares,  merger or  consolidation,  or the sale,  conveyance,  or other  transfer  by the  Company of all or  substantially  all of
its property,  or any  other  change in the  corporate  structure  or  shares of the  Company,  pursuant  to any of which  events
the then outstanding  shares of Common Stock are split up or combined,  or are changed into,  become  exchangeable at the holder's
election for, or entitle  the holder  thereof to cash,  other  shares of stock or any other  consideration,  or in the case of any
other  transaction described in Section  424(a) of the Code, the Committee may make  appropriate  and  proportionate  adjustment
in the maximum number and kind of shares  provided  in  Section 3.01  and in the number and kind of shares and  Purchase  Price
offered  during any  outstanding Purchase Period (including any limitations  thereon),  subject in the case of certain corporate
reorganizations to the requirements of Section 424(a) of the Code.

                                                               Article IV
                                                      ADMINISTRATION OF THE PLAN

Section 4.01.      Committee Actions. Pursuant to the direction of the Board of Directors, the Committee will be responsible for the
                   ------------------
administration  of the Plan.  The  Committee  will have the  discretionary  authority  to interpret  the Plan and decide all
questions arising in its administration,  application and operation,  including all questions of fact and interpretation of the
provisions of the Plan.  All  determinations  by the Committee  will be conclusive  and binding on all persons.  The  Committee,
from time to time, may adopt,  amend and rescind rules and regulations not inconsistent  with the Plan for carrying out the Plan,
and may approve the forms of any  documents or writings  provided for in the Plan.  The Committee  will have full  discretionary
authority to delegate  ministerial functions to employees of the Company and its  Subsidiaries.  No member of the Board of Directors
or the  Committee  will be liable for any  action,  determination  or  omission  taken or made in good faith with  respect to the
Plan or any right  granted  hereunder.  The Committee  shall have the right,  from time to time, to delegate to one or more officers
of the  Company  the  authority  to perform certain administrative functions under the Plan.

Section 4.02.     Custodial Functions. The Committee may in its discretion engage a bank trust department, securities brokerage firm
                   -------------------
or other financial institution as agent to perform custodial and record-keeping functions for the Plan.

Section 4.03.      Plan Costs.  The Company  will bear the cost of  administering  the Plan, including any fees, costs and expenses
                   ----------
relating to the purchase of shares of Common Stock under the Plan.  Notwithstanding the foregoing, Participants will be responsible
for all fees, costs and expenses incurred in connection with the disposition of shares of Common Stock purchased under the Plan.

                                                              Article V
                                                 OFFERING PERIODS AND PURCHASE PERIODS


Section 5.01.     Offering Periods.The Plan shall be implemented by a series of periods (each, an "Offering Period"), with each such
                   ----------------
Offering  Period  beginning on the Offer Date and ending on such date  determined  prior to the Offer Date by the Committee;
provided, however,  that in no event shall an Offering  Period end on a date that is later than 27 months  following the  applicable
- -------   -------
Offer Date.  The initial Offering Period shall commence on the first trading date of the Common Stock on or after the Effective Date.
Subsequent Offering  Periods shall  commence on such later dates as the Committee  shall  determine  from time to time.  The
Committee may provide for Offering Periods that are consecutive or overlapping with respect to other Offering Periods.

Section 5.02.    Purchase Periods.  Each Offering Period will consist of one or more consecutive periods (each, a "Purchase Period")
                   ----------------
during which payroll deductions  accumulated in each Participant's  Contribution  Account shall be used to purchase Common Stock on
the last  trading date of the Common  Stock (the  "Purchase  Date") for the Purchase  Period.  Each  Purchase  Period shall have a
duration determined by the  Committee,  provided that each Purchase  Period with respect to an Offering  Period shall end not later
than the end of the relevant Offering Period.

                                                               Article VI
                                                     ELIGIBILITY AND PARTICIPATION

Section 6.01.      Eligibility.
                   -----------

(a)      Each Employee on the Effective Date shall be an Eligible Employee.  Each other Employee  shall become an Eligible  Employee
upon  satisfaction  of the Service  Requirement  and may participate in the Plan as of the Offer Date coincident with or next
following the date he or she becomes an Eligible  Employee.  Any person who becomes an  Employee on account of a merger,  stock
purchase, asset purchase or other  acquisition  by the Company,  will have any  continuous  period of service  with the  predecessor
employer  applied towards the satisfaction of the Service Requirement.

(b)      The Committee  may provide that any Employee who becomes an Eligible  Employee  during an Offering  Period will be eligible
to participate  in such  Offering  Period on the first  trading  date of the Common  Stock on or after the date such  Employee
becomes an Eligible  Employee,  or on any later trading date,  with such date to be treated as the "Offer Date" for any such
Employee for purposes of the Plan. The Purchase Period for any such Employee shall end concurrent  with the  then-current  Purchase
Period  specified by the Committee.

Section 6.02.      Limitations.
                   -----------

(a)      The maximum  numbers of shares that may be purchased by a Participant  during any one Offering  Period will be 5,000 shares
of Common Stock, subject to adjustment as provided in Section 3.02.

(b)      No Participant  may be granted the right to purchase  shares of Common Stock under the Plan that would permit his or her
right to  purchase  stock  under all  employee  stock  purchase  plans (to which  Section  423 of the Code  applies) of the Company
and its Subsidiaries, to accrue at a rate that exceeds $25,000 of fair market value of such stock (as determined on the Offer Date)
for each calendar year, as and in the manner provided by Section 423(b)(8) of the Code.

(c)      No  Participant  will acquire a right to purchase  shares of Common Stock under the Plan if immediately  after  receiving
such right he or she would be  treated  as owning 5% or more of the total  combined  voting  power or value of all  classes of stock
of the Company or any Subsidiary, determined in accordance with Section 423(b)(3) of the Code.

Section 6.03.      Elections to Participate.
                   ------------------------

(a)      Prior to the Election  Deadline for each new Offering  Period,  the Company will make  available to each Eligible  Employee
an Election  Form and a summary  of the Plan.  If an  Eligible  Employee  elects to  participate  in an  Offering  Period,  he or
she will complete the  Election  Form and file it with the Company by the Election  Deadline.  The  completed  Election  Form will
indicate the Contribution Rate authorized by the Participant.  In the event that there are overlapping  Offering  Periods,  an
Eligible Employee may participate  in more than one such  Offering  Period by  submitting  an  Election  Form prior to the  Election
Deadline for each such Offering  Period,  subject to the  limitations of Section 6.02 and 6.03(b).  Any Eligible  Employee who is a
Participant in an Offering Period at the end of such Offering  Period will  automatically  continue to  participate in any Offering
Period  beginning the trading date of the Common Stock  immediately  following the end of such previous  Offering Period,  unless
such Eligible Employee notifies the Company  that he or she  wishes  not to  participate  in such new  Offering  Period.  Any
Eligible  Employee  who  does  not  elect to participate  during any given Offering  Period may elect to participate in any future
Offering  Period,  so long as he or she continues to be an Eligible Employee.

(b)      On the Election  Form, an Eligible  Employee  will  authorize his or her  Participating  Employer to deduct  through a
payroll deduction the amount of the Participant  Contribution.  The Participant  Contribution for each payroll period will be at a
Contribution Rate that is a whole percentage not less than 1% and not more than 15% of such Eligible  Employee's  Covered
Compensation  paid by the Participating Employer during each payroll period,  provided that aggregate Participant  Contribution for
all Offering Periods in which an Eligible Employee is participating  during any payroll period may not exceed 15% of such Eligible
Employee's Covered  Compensation.  The Committee shall  determine the method by which the foregoing  aggregate  Participant
Contribution  limitation for  Participants in multiple  Offering  Periods shall be implemented.  For each Purchase Period,
payroll  deductions will begin as of the first pay period ending on or after  the  first  trading  date of the  Common  Stock of a
Purchase  Period  and will end as of the end of the last full payroll period ending during the Purchase  Period.  All  Participant
Contributions  under the Plan will be credited to a Participant's Contribution Account.  No interest will accrue to Participants on
any amounts credited to the Contribution Account.

(c)      By  enrolling  in the Plan,  each  Participant  will be deemed to have  authorized  the  establishment  of a security
limited purchase  account in his or her name at a  securities  brokerage  firm or other  financial  institution  with  respect to
each class of Common Stock being purchased, if approved by the Committee in its discretion.

Section 6.04.      Changes in Participation Elections.
                   ----------------------------------

(a)      The  Participant's  Contribution  Rate for an Offering Period,  once  established,  will remain in effect for the remainder
of such Offering  Period,  provided that  Participant  may change his or her  Contribution  Rate,  subject to the  limitations  of
Section 6.03(b),  prior to the start of a new Purchase  Period  within such  Offering  Period by  notifying  the Company by such
means and such deadline as is  established  by the  Committee  from time to time for a change in a  Contribution  Rate during an
Offering  Period.  A Participant's  Contribution  Rate in effect at the end of an Offering Period will remain in effect for the
Offering Period beginning on the trading date of the Common Stock  immediately  following the end of such previous Offering  Period,
if any, unless a new Election Form is filed with the Company not later than the Election  Deadline for such new Offering Period.
Notwithstanding  the foregoing, if a Participant is  participating  in multiple  Offering Periods that end on the same date, the
Participant's  Contribution  Rate in any single  Offering  Period  beginning on the trading date of the Common Stock  immediately
following the end of such  previous  multiple Offering Periods will be the Participant's  aggregate  Contribution  Rates for such
multiple  previous  Offering Periods,  unless a new Election Form is filed with the Company not later than the Election Deadline for
the such new Offering Period.

(b)      A Participant may notify the Company of his or her desire to discontinue  Participant  Contributions during an Offering
Period by  delivering to the Company  written  notice (on forms provided by the Company) at any time prior to the end of an Offering
Period.  Upon such a request,  all future payroll deductions will cease and no new contributions will be made to the Participant's
Contribution Account for such  Offering  Period.  At the  election of the  Participant,  all amounts  credited to the  Contribution
Account for the then-current  Purchase  Period of such  Offering  Period  will either be  refunded  to the  Participant  or will be
held until the next Purchase  Date of such  Offering  Period for a purchase of Common Stock in  accordance  with  Section  7.02
(unless the  Participant's employment  is  subsequently  terminated,  in which case  Section  6.05(a) will  apply).  If a
Participant's  payroll  deductions  are prevented by legal process,  he or she will be deemed to have terminated  participation
in the Plan. Any Participant who  discontinues participation  in all Offering  Periods under the Plan will not be eligible to
participate in any future Offering  Periods of the Plan, unless and until he or she files a new Election Form prior to the Election
Deadline for such future Offering Periods.

Section 6.05.      Termination of Employment; Employment Transfers.
                   -----------------------------------------------

(a)      A Participant  whose employment with a Participating  Employer is terminated  during an Offering Period will immediately
cease to participate in all Offering Periods under the Plan and all amounts credited to his or her Contribution Account will be
refunded.

(b)      If a Participant  transfers  employment  from a Participating  Employer to a Subsidiary  that is not a Participating
Employer during an Offering  Period,  he or she will  immediately  cease to participate  in all Offering  Periods under the Plan and
all amounts credited to his or her Contribution  Account will be refunded.  Any such  Participant who transfers  employment will not
be eligible to participate in any future Offering Periods of the Plan, unless and until he or she resumes employment with a
Participating Employer.

                  (c)      If an Employee  transfers  employment  from a Subsidiary that does not participate in the Plan to
employment with a Participating  Employer,  he or she will become an Eligible Employee upon satisfaction of the Service Requirement
and may become a  Participate  upon making an election to  participate  in  accordance  with  Section  6.03.  For purposes of
satisfying  the Service Requirement,  any continuous  period of service with such  Subsidiary that does not participate in the Plan
will be applied towards the satisfaction of the Service Requirement.

                                                              Article VII
                                                       PURCHASE OF COMMON STOCK

Section 7.01.      Purchase  Price. For each Purchase Period within an Offering Period, the Purchase Price per share of Common Stock
                   ---------------
that may be  purchased  under the Plan will be the lesser of (a) 85% of the Fair Market  Value of the Common Stock on the Offer Date
of such Offering Period and (b) 85% of the Fair Market Value of the Common Stock on the Purchase Date of each such Purchase Period.

Section 7.02.      Purchase of Common Stock.
                   ------------------------

(a)      On each Purchase Date, subject to the limitations applicable under Section 6.02, the accumulated balance of a Participant's
Contribution  Account for such Purchase  Period will be used to purchase the maximum number of whole shares of Common Stock that can
be acquired with the amount of the  Contribution  Account.  The number of shares to be so purchased will be determined by dividing
(i) the amount of the  Participant's  Contribution  Account by (ii) the  Purchase Price of the Common Stock in respect of such
Purchase Period. Any cash  balance  remaining in a  Participant's  account  after the purchase of shares on a Purchase  Date will be
applied to purchase Common Stock in the next succeeding  Purchase  Period,  unless the Participant  requests that the Company refund
any such amount to the Participant; provided, however, that any cash balance remaining in a Participant's account after the purchase
                                    --------  -------
of shares on a Purchase Date due to the limitations of Section 6.02 shall be refunded to the Participant.

(b)       If, in any  Purchase  Period,  the  total  number of shares  of  Common  Stock to be  purchased  pursuant  to the Plan by
all Participants  exceeds the number of shares  authorized  under the Plan, then each Participant will purchase his or her pro rata
portion of the shares remaining  available under the Plan based on the balances in each Participant's  Contribution  Account as of
the Purchase Date.  All remaining amounts credited to Participants' Contribution Accounts will be refunded.

(c)      Any cash dividends  paid with respect to shares of Common Stock held for the account of a Participant  shall be, as
determined by the  Participant,  (i)  distributed  to the  Participant,  or (ii) used to purchase  additional  shares of Common
Stock on the open market,  provided that the  Participant  has made a prior  arrangement  with the securities firm described in
Section 6.03(c) hereof to apply any cash dividends to make such purchases.

Section 7.03.      Notice of Purchase, Stock Certificates, Voting Rights.
                   -----------------------------------------------------

(a)      After each Purchase Date, the Company or its agent will provide a report to each  Participant  stating the amounts credited
to his or her Contribution Account, the number of shares of Common Stock purchased and the applicable Purchase Prices.

(b)      Evidence  of shares of Common  Stock  purchased  under the Plan  will be  maintained  under the Plan for the  account  of
each Participant  and  registered in the manner  determined by the  Committee.  Certificates  for the number of whole shares
purchased on a Participant's  behalf  under the Plan will be held in a  custodial  account in the name of the  Participant  under
the Plan.  Shares of Common  Stock shall be  required to remain in the  custodial  account  until the earlier of (i) the receipt of
written  notice from the Participant that the Participant intends to sell the shares,  together with such information  concerning
such sale as the Company shall require,  (ii) the receipt of written notice from the Participant  that the  Participant  requests
custody of the share  certificates, provided  that no such request shall be honored if made prior to the satisfaction of the holding
periods under Section 423(a)(1) of the Code, or (iii) such earlier time as the Committee, in its sole discretion, deems appropriate.

(c)      Shares of Common Stock  purchased  under the Plan and held in a custodial  account on behalf of a Participant  may be voted
by the Participant as holder of record of such shares.

Section 7.04.      Notification  of Disposition of Stock. A Participant or former Participant who disposes of Common Stock purchased
                   -------------------------------------
under the Plan less than two years after the Offer Date of an Offering  Period  during  which such Common  Stock was  purchased or
less than one year from the Purchase  Date of such  Common  Stock  must  notify  his or her  Participating  Employer immediately of
such disposition in writing. The Participant will be solely responsible for all tax liabilities resulting from any such disposition.

                                                             Article VIII
                                                       TERMINATION AND AMENDMENT

Section 8.01.      Termination  of the Plan.  The Plan will also automatically terminate upon the purchase by Participants  of all
                   ------------------------
shares of Common Stock  subject to the Plan,  unless the number of shares is  increased  by the Board of Directors  and the increase
is approved by the  shareholders of the Company.  The Company may, by action of the Board of Directors,  terminate the Plan at any
earlier time for any  reason.  As soon as  practicable  following  termination  of the  Plan,  the  Company  or its agent  will
refund to each Participant the entire balance credited to his or her Contribution Account.

Section 8.02.      Amendment  of the Plan.  The Board of Directors reserves the right to modify, alter or amend the Plan at any time
                   ----------------------
and from time to time to any extent that it may deem advisable,  subject to stockholder  approval to the extent deemed necessary by
the Board of Directors for compliance with Section 423 of the Code.  Notwithstanding  the foregoing,  no amendment of the Plan will
operate to reduce any amounts previously  allocated to a Participant's  Contribution  Account or to reduce a Participant's  rights
with respect to shares of Common Stock  previously purchased on his or her behalf under the Plan. The Board of Directors may suspend
operation of the Plan for such period as it may deem advisable.

                                                              Article IX
                                                             MISCELLANEOUS

Section 9.01.      Governing Law; Compliance With Law.  The Plan will be  construed in  accordance  with the laws of  Delaware.  The
                   -------------------------------------
Company's  obligation to sell and deliver shares of Common Stock  hereunder  will be subject to all applicable  federal and state
laws, rules and  regulations  and to such  approvals  by any  regulatory  or  governmental  agency as may, in the opinion of counsel
for the Company,  be required.  The Company may make such provisions as it may deem  appropriate for the withholding of any taxes or
payment of any taxes that it determines it may be required to withhold or pay in connection with a Participant's participation in
the Plan.

Section 9.02.     No Assignment. The purchase rights granted hereunder are not assignable or transferable by the Participants, other
                   -------------
than by will or the laws of descent and distribution, and are exercisable during the Participant's lifetime only by the Participant.
Any attempted assignment, transfer or alienation not in compliance  with the terms of the Plan will be null and void for all
purposes and respects.

Section 9.03.      No  Contract  of  Employment.  The Plan will not be deemed to  onstitute a contract  between  the  Company,  any
                   ----------------------------
Subsidiary  or any  Participating  Employer  and any  Employee.  Nothing  contained in the Plan will be deemed to give any Employee
the right to be retained in the service of any such entity or to interfere  with the right of any such entity to discharge  any
Employee at any time regardless of the effect such discharge may have upon him or her as an Eligible Employee or a Participant of
the Plan.

No Rights as  Shareholder.  No  Eligible  Employee or Participant will by reason of participation in the Plan have any rights of a
- -------------------------
shareholder of the Company until he or she acquires shares of Common Stock as herein provided.

EX-5

                                                                                                                      Exhibit 5.1


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

                                                            April 20, 2001


MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878

Gentlemen:

         We have acted as counsel to MedImmune, Inc., a Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, for the registration of 3,000,000 shares of the Company's common stock, $.01 par value per share (the "Shares"), which may
be issued pursuant to the Company's Employee Stock Purchase Plan (the "Plan").

         We have examined and are familiar with the originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and officers of the Company and such other instruments as we
have deemed necessary or appropriate as a basis for the opinions expressed below.

         Based on the foregoing, we are of the opinion that:

         1.  The issuance of the Shares under the Plan has been lawfully and duly authorized; and

         2.  When the Shares have been issued and delivered in accordance with the terms of the Plan, the Shares will be legally
issued, fully paid and nonassesable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving such consent, we
do not thereby admit that we come within the category of person whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

                                            Very truly yours,

                                            /s/ DEWEY BALLANTINE LLP

EX-23

                                                                                                                      Exhibit 23.2

                                                  Consent of Independent Accountants

         We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January
25, 2001 relating to the consolidated financial statements and financial statement schedule of  MedImmune, Inc., which appears in
MedImmune, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000.

/s/   PricewaterhouseCoopers LLP
McLean, Virginia
April 20, 2001