UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

o	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: 0-29801

InterMune, Inc.

(Exact name of registrant as specified in its charter)

Delaware		94-3296648
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3280 Bayshore Blvd., Brisbane, California 94005
(Address of principal executive offices, including zip code)

(415) 466-2200
(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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o

As of November 4, 2003, there were 31,818,709 outstanding shares of Common Stock, par value $.001 per share, of InterMune, Inc.

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 as an exhibit-only filing solely to include certain information that had previously been redacted from Exhibit 10.64.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits:

EXHIBIT NUMBER		DESCRIPTION OF DOCUMENT
3.1		Certificate of Incorporation of Registrant.(1)
3.2		Certificate of Ownership and Merger, dated April 26, 2001.(2)
3.3		Bylaws of Registrant.(1)
3.4		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant. (3)
4.1		Specimen Common Stock Certificate.(1)
4.2		Amended and Restated Investor Rights Agreement, dated January 7, 2000, between Registrant and certain holders of the common stock.(1)
4.3		Indenture, dated as of July 5, 2001, between Registrant and The Bank of New York.(4)
4.4		Stockholder Rights Agreement, dated July 17, 2001, between Registrant and Mellon Investor Services LLC. (5)
4.5		Registrant’s Certificate of Designation of Series A Junior Participating Preferred Stock. (5)
10.64*		Amendment No. 2 to Data Transfer, Clinical Trial and Market Supply Agreement, dated January 27, 2000, between Registrant and Boehringer Ingelheim Austria, GmbH.
10.65		Employment Offer Letter, dated September 24, 2003, between Registrant and Daniel G. Welch. (6)
10.66		Consulting Agreement and Mutual Releases, dated September 25, 2003, between Registrant and Scott Harkonen. (6)
10.67		Escrow Agreement, dated September 25, 2003, among Registrant, Scott Harkonen and U.S. Bank, National Association. (6)
31.1		Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2		Certification required by Rule 13a-14(a) or Rule 15d-14(a).

(1) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2000 (No. 333-96029), as amended by Amendment No. 1 filed with the Commission on February 18, 2000, as amended by Amendment No. 2 filed with the Commission on March 6, 2000, as amended by Amendment No. 3 filed with the Commission on March 22, 2000, as amended by Amendment No. 4 filed with the Commission on March 23, 2000 and as amended by Amendment No. 5 filed with the Commission on March 23, 2000.

(2) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

(3) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

(4) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on July 10, 2001.

(5) Filed as an exhibit to the Registrant’s Current Report on Form 8-K on July 18, 2001.

(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

* Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

(b) Reports on Form 8-K:

On July 1, 2003, we filed a current report on Form 8-K describing and filing the press release announcing that William R. Ringo had been appointed by our Board of Directors to serve as Executive Chairman and interim Chief Executive Officer, following the resignation of Scott Harkonen, M.D. as our President and Chief Executive Officer.

On July 29, 2003, we filed a current report on Form 8-K describing and furnishing the press release announcing our earnings for the quarter ended June 30, 2003, which press release included our condensed consolidated balance sheets and statements of operations for the period.

On September 25, 2003, we filed a current report on Form 8-K describing and filing the press release announcing that Daniel G. Welch had been appointed by our Board of Directors as a member of the Board of Directors and to the positions of Chief Executive Officer and President, effective September 25, 2003. We also announced that, concurrent with Mr. Welch’s appointment, Scott

Harkonen, M.D., our founder and former Chairman of the Board, Chief Executive Officer and President had resigned from the Board of Directors and agreed to become a consultant to the Company.

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.

Date:	September 7, 2004		InterMune, Inc.

		By:	/s/ Daniel G. Welch
			Daniel G. Welch
			President and Chief Executive Officer

		By:	/s/ Bennet L. Weintraub
			Bennet L. Weintraub
			Interim Chief Financial Officer (Principal Financial and Accounting Officer)