UNITED STATES 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                FORM 10-Q/A
                             (Amendment No. 1)


  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

For the period ended                        December 31, 1994

Commission File Number:       0-12104


                   IMMUNOMEDICS, INC.
 (Exact name of registrant as specified in its charter)

             Delaware                            61-1009366
 (State or other jurisdiction of      (IRS Employer Identification No.)
  incorporation or organization)

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

  (201) 605-8200
  (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.

          [X] Yes  [ ] No


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

   As of January 31, 1995, there were 30,055,469 shares of the registrant's
common stock outstanding.
                  
                  
                  
                  
                  
                      PART II - Other Information:
                  
Item 6.   Exhibits and Reports on Form 8-K
                  
          (a)  Exhibits
                  
               4.2    Certificate of Designation of the Registrant's Series B 
                      Convertible Preferred Stock
                  
               10.19  Convertible Stock Purchase Agreement, dated as of
                      January 6, 1995, between the Registrant and the
                      purchasers named therein.
 
          (b)  Reports on Form 8-K

               The Registrant filed Current Reports on Form 8-K, dated
               January 18, 1995 and February 7, 1995 with respect to
               Item 5 - Other Events.



                  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.


                                        IMMUNOMEDICS, INC.
                                        (Registrant)          



     DATE:  May 19, 1995                                  
                                                          
                                        /s/ David M. Goldenberg    
                                        David M. Goldenberg,
                                        Chairman of the Board and 
                                        Chief Executive Officer
                                        (Principal Executive Officer)



     DATE:  May 19, 1995                                  
                                                          
                                        /s/ Amy Factor    
                                        Amy Factor, 
                                        Executive Vice President
                                        (Principal Accounting Officer)