1
 
                  SUPPLEMENT TO PROSPECTUS DATED JUNE 8, 1998
 
                                 445,000 SHARES
 
                       HOLLIS-EDEN PHARMACEUTICALS, INC.
                                  COMMON STOCK
                            ------------------------
 
     The Prospectus dated June 8, 1998, as supplemented on June 25, 1998, is
hereby supplemented as follows to restate, in its entirety, the "Selling
Stockholders" section on page 8 of the Prospectus:
 
                              SELLING STOCKHOLDERS
 
     The following table sets forth the names of the Selling Stockholders and
the number of shares of Common Stock owned beneficially by them as of October
13, 1998 which may be offered pursuant to this Prospectus. Because the Selling
Stockholders may offer all, some or none of their respective warrants or shares
of Common Stock, no definitive estimate as to the number of shares thereof that
will be held by the Selling Stockholders after such offering can be provided.
The term "Selling Stockholder" includes the holders listed below and their
transferees, pledgees, donees or other successors.
 


                         NAME                            SHARES BEING OFFERED
                         ----                            --------------------
                                                      
MDB Capital Group LLC.................................         290,400
LHIP Acquisition Company, LLC(1)......................         128,700
Aaron A. Grunfeld.....................................          10,000
Jane Flood............................................           5,400
Jeffrey Sun...........................................           2,500
Peter Alpert..........................................           1,000
Sheldon Berger........................................           1,000
David Gitman..........................................           1,000
Lee Polster...........................................           1,000
Nicholas Ramniceanu...................................           1,000
Ronald Resch..........................................           1,000
Martin Castle.........................................           1,000
MacDonald Bowyer......................................             500
Ben Lupu..............................................             500
                                                               -------
          Total.......................................         445,000
                                                               =======

 
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(1) Paul Bagley, a director of Hollis-Eden, is the manager of LHIP Management
    Company, LLC, which is the manager of LHIP Acquisition Company, LLC. As the
    manager of LHIP Management Company, LLC, Mr. Bagley has the right to
    exercise and dispose, or direct disposition, of the warrants held by LHIP
    Acquisition Company, LLC and the Common Stock issuable upon exercise of such
    warrants.
 
     Except as set forth above, none of the Selling Stockholders has, or within
the past three years has had, any position, office or other material
relationship with the Company or any of its predecessors or affiliates.
          The date of this Prospectus Supplement is October 13, 1998.