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


                                 FORM 10-Q/A1
                            (Amends Part II, Item 6)

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.  For the period ended March 31, 2001
                                   --------------

                                 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: 0-12104
                        ---------------------------------------

                              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)

                                (973) 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 May 12, 2001, there were 49,525,371 shares of the registrant's common
stock outstanding.


                                    PART II

Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibits

                    10    Development and License Agreement, as amended as of
                          April 1, 2001, by and between the Registrant and
                          Amgen, Inc. (Certain portions of this exhibit have
                          been omitted based upon a request for confidential
                          treatment. The omitted portions of this exhibit have
                          been separately filed with the Securities and Exchange
                          Commission on a confidential basis.)

                    99    Risk Factors (previously filed)

                                      -2-


                                   SIGNATURES


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


                                         IMMUNOMEDICS, INC.
                                            (Registrant)


DATE:   June 29, 2001               By: /s/ Cynthia L. Sullivan
                                        ----------------------------------------
                                        Cynthia L. Sullivan
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)



DATE:   June 29, 2001               By: /s/ Shailesh R. Asher
                                        ----------------------------------------
                                        Shailesh R. Asher
                                        Controller and Acting Chief
                                            Financial Officer
                                        (Principal Financial and Accounting
                                            Officer)

                                      -3-


                                 EXHIBIT INDEX

               10  Development and License Agreement, as amended as of April 1,
                   2001, by and between the Registrant and Amgen, Inc. (Certain
                   portions of this exhibit have been omitted based upon a
                   request for confidential treatment. The omitted portions of
                   this exhibit have been separately filed with the Securities
                   and Exchange Commission on a confidential basis.)

               99  Risk Factors (previously filed)