10-Q/A

   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-Q/A

          (Mark One)

          [ x ] Quarterly report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 1996

                                       or

          [   ] Transition report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

             For the transition period from _________ to __________

                         Commission File Number: 0-23930

                 
                          TARGETED GENETICS CORPORATION
             (Exact name of registrant as specified in its charter)

           WASHINGTON                                   91-1549568
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

              1100 OLIVE WAY, SUITE 100, SEATTLE, WASHINGTON 98101
               (Address of principal executive offices) (Zip Code)

                                 (206) 623-7612
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

       Yes      [ x ]                       No [    ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                      
         COMMON STOCK, $.01 PAR VALUE                       20,115,668
                  (Class)                         (Outstanding at July 29, 1996)



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PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibit is filed as part of this report.


         Exhibit No.                        Description
         -----------                        -----------

            10.1*        Amendment to the First Amended and Restated License
                         Agreement, between The University of Tennessee Research
                         Corporation and RGene Therapeutics, Inc., dated as of
                         June 19, 1996.

            27           Financial Data Schedule.

         -----------
         * Confidential treatment requested.

(b) A Current Report on Form 8-K dated April 16, 1996 was filed with the
Securities and Exchange Commission reporting that Targeted Genetics Corporation
had entered into a merger agreement with RGene Therapeutics, Inc.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                TARGETED GENETICS CORPORATION
                                -----------------------------------------------
                                           (Registrant)


Date    October 10, 1996        /s/  H. STEWART PARKER
                               -------------------------------------------------
                                    H. Stewart Parker, Chief Executive Officer
                                    (Principal Executive Officer)


Date    October 10, 1996        /s/  JAMES A. JOHNSON
                              --------------------------------------------------
                                    James A. Johnson, Vice President, Finance
                                    (Principal Financial and Accounting Officer)



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                                EXHIBIT INDEX
                                -------------




         Exhibit No.                        Description
         -----------                        -----------

            10.1*        Amendment to the First Amended and Restated License
                         Agreement, between The University of Tennessee Research
                         Corporation and RGene Therapeutics, Inc., dated as of
                         June 19, 1996.

            27           Financial Data Schedule.

         -----------
         * Confidential treatment requested.

EX-27

 

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