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SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

WORK LOCATION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker

		(c) S.E.C. FILE NO.
INTERMUNE, INC.	94-3296648	0-29801

1 (d) ADDRESS OF ISSUER	CITY	STATE	ZIP CODE	(e) TELEPHONE NO.
				AREA CODE		NUMBER
3280 Bayshore Boulevard, Brisbane, CA 94005					415	466-2200

2 (a) NAME OF PERSON FOR	(B) IRS IDENT. NO.	(c) RELATIONSHIP	(d) ADDRESS STREET	CITY	STATE	ZIP CODE
WHOSE ACCOUNT  THE SECURITIES ARE  TO BE SOLD		TO ISSUER Officer	3280 Bayshore Boulevard, Brisbane, CA 94005
Scott Seiwert

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Number of Shares

Aggregate

Number of Shares

Approximate

Name of Each

Class of

Name and Address of Each Broker Through Whom the

or Other Units

Market

or Other Units

Date of Sale

Securities

Securities

Securities are to be Offered or Each Market Maker

Broker-Dealer

To Be Sold

Value

Outstanding

(See instr. 3(f))

Exchange

To Be Sold

who is Acquiring the Securities

File Number

(See instr. 3(c))

(See instr. 3(d))

(See instr. 3(e))

(MO. DAY YR.)

(See instr. 3(g))

COMMON STOCK

ETrade 4500 Bohannon Drive Menlo Park, Ca 94025

152

(1)

$

1,775.36

46,069,424

5/15/09

NASDAQ

INSTRUCTIONS:

1.	(a)	Name of issuer
	(b)	Issuer’s I.R.S. Identification Number
	(c)	Issuer’s S.E.C. file number, if any
	(d)	Issuer’s address, including zip code
	(e)	Issuer’s telephone number, including area code
2.	(a)	Name of person for whose account the securities are to be sold
	(b)	Such person’s I.R.S. identification number, if such person is an entity
	(c)	Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(d)	Such person’s address, including zip code
3.	(a)	Title of the class of securities to be sold
	(b)	Name and address of each broker through whom the securities are intended to be sold
	(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
	(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
	(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
	(f)	Approximate date on which the securities are to be sold
	(g)	Name of each securities exchange, if any, on which the securities are intended to be sold

SEC 1147 (10-00)

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of	Date you		Name of Person from Whom Acquired	Amount of	Date of
the Class	Acquired	Nature of Acquisition Transaction	(If gift, also give date donor acquired)	Securities Acquired	Payment	Nature of Payment
COMMON	5/15/07	Sale to Cover Taxes from Stock Award(1)	INTERMUNE, INC.	417(1)	05/15/09	CASH

INSTRUCTIONS:

1.

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2.

If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

			Amount of
Name and Address of Seller	Title of Securities Sold	Date of Sale	Securities Sold	Gross Proceeds
Scott Seiwert c/o InterMune, Inc. 3280 Bayshore Boulevard Brisbane, CA 94005	Common Stock	5/13/09	230	$2,626.54

REMARKS:

(1) The reporting person sold the noted securities in connection with the vesting of 417 shares on 5/15/09 (which represents a portion of the previously reported equity incentive grant made on 5/15/2007) in order to pay income taxes due in connection with the vesting of such shares.

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

May 18, 2009	/s/ Robin J. Steele, Attorney-In-Fact for Scott Seiwert
DATE OF NOTICE	(SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (10-00)