SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K/A

     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

                          Date of Report: May 30, 2002
                        (Date of earliest event reported)

                               IMMUNOMEDICS, INC.
             (Exact name of Registrant as specified in its Charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                 0-12104                              61-1009366
          (Commission File No.)          (IRS Employer Identification Number)

               300 American Road, Morris Plains, New Jersey 07950
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (973) 605-8200

                                       N/A
          (Former name or former address, if changed since last report)

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


                              Item 5. Other Events

In order to correct a clerical error, the Company's prior disclosure on Form 8-K
as filed  with the  Commission  on March 1,  2002,  is hereby  and  amended  and
restated in its entirety:

David  M.  Goldenberg,  Sc.D.,  M.D.,  Chairman  of the  Board of  Directors  of
Immunomedics, Inc., has advised the Company that he entered into a written stock
selling plan in accordance with SEC Rule 10b5-1, pursuant to which he intends to
gradually  liquidate a small portion  (approximately  0.3% per month, or 3.0% in
the aggregate) of his holdings in the Company. The plan calls for daily sales of
stock in amounts  dependent upon the prevailing  market price.  The amounts sold
could be zero,  5,000  shares,  or up to 20,000  shares per month,  depending on
market  conditions.  Selling  according to this plan will commence March 1, 2002
and will continue for one year unless sooner terminated.


                                   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 hereunto duly authorized:

                               IMMUNOMEDICS, INC.

Date:  May 31, 2002

                               /S/ Gerard G. Gorman
                           By: -----------------------------------------
                               Gerard G. Gorman, Chief Financial Officer