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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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(Amendment No. 1)

Form 10-Q/A



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



For the quarterly period ended June 30, 2004



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: 0-20948



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AUTOIMMUNE INC.

(Exact Name of Registrant as Specified in its Charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 13-348-9062                         
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



1199 Madia Street,
Pasadena, CA 91103

(Address of Principal Executive Offices)



(626) 792-1235

(Registrants Telephone No., including Area Code)



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



Number of shares outstanding of
the registrants Common Stock as of July 31, 2004:



|                             |  |                              
|---------------------------- |  | -----------------------------
|Common Stock, par value $.01 |  | 16,919,623 shares outstanding



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Explanatory Note



We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, solely to include information in Item 4 of
Part II regarding matters submitted to a vote of security holders during the period covered by the original report on Form 10-Q. No other information included in the original report on Form 10-Q is amended by this Form 10-Q/A.



AUTOIMMUNE INC.



QUARTER ENDED JUNE 30,
2004



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|                                                             |  |            
|------------------------------------------------------------ |  | -----------
|                                                             |  | Page Number
|PART II -
OTHER INFORMATION                                  |  |            
|                                                             | 
|Item 4 
Submission of Matters to a Vote of Security Holders |  | 2          
|                                                             | 
|Item 6(a) -
Exhibits                                         |  | 2          
|                                                             | 
|Signatures                                                   |  | 3          





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AUTOIMMUNE INC.



PART II - OTHER INFORMATION



ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



| | (a) | The Annual Meeting of Stockholders was held on May 20, 2004.
| | --- | ------------------------------------------------------------



| | (b) | The following directors were elected to serve until the next Annual Meeting or until their successors are elected and qualified, by the following votes:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|                  |  |                     |  |                         
|----------------- |  | ------------------- |  | ------------------------
|Name              |  | Number of Votes For |  | Number of Votes Withheld
|Robert C. Bishop  |  | 16,129,390          |  | 154,241                 
|Hugh A. DAndrade |  | 16,129,148          |  | 154,483                 
|Allan R. Ferguson |  | 16,132,748          |  | 150,883                 
|R. John Fletcher  |  | 16,108,873          |  | 174,758                 



ITEM 6  EXHIBITS AND REPORTS ON
FORM 8-K



Item 6(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K)



|               |  |                                                                                                                      
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                          
|31.1           |  | Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)                      
|               | 
|31.2           |  | Certification of the Director of Finance and Treasurer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)            
|               | 
|32.1           |  | Certification of the Chief Executive Officer and Director of Finance and Treasurer pursuant to 18 U.S.C. Section 1350



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AUTOIMMUNE INC.



SIGNATURES



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



|                        |  |                                     
|----------------------- |  | ------------------------------------
|                        |  | AUTOIMMUNE INC.                     
|                        | 
|Date: November 23, 2004 |  | /s/ Robert C. Bishop                
|                        |  | Robert C. Bishop                    
|                        |  | Chairman and Chief Executive Officer
|                        | 
|                        |  | /s/ Heather A. Ellerkamp            
|                        |  | Heather A. Ellerkamp                
|                        |  | Director of Finance and Treasurer   



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