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

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. )*

                           INHALE THERAPEUTIC SYSTEMS
                   ------------------------------------------
                                (Name of Issuer)

                           Common Stock, No Par Value
                        --------------------------------
                         (Title of Class of Securities)

                                   457191104
                              -------------------
                                 (CUSIP Number)

                             Stephen M. Vine, Esq.
                   Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                399 Park Avenue
                            New York, New York 10022
                                 (212) 872-1000
               -------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                February 7, 1997
                          ----------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement  [_].** (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule 13d- 1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                         Continued on following page(s)
                               Page 1 of 14 Pages
                             Exhibit Index: Page 11
- -----------------

**      A filing  fee is not  being  paid with this  statement  pursuant  to SEC
        Release  No.  33-7331  whereby  the filing fee has been  eliminated  for
        Schedule 13D.




<PAGE>


                                                              Page 2 of 14 Pages

                                  SCHEDULE 13D

CUSIP No. 457191104

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               Soros Fund Management LLC

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                          750,000
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                           750,000
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    750,000

12      Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*

                                    [_]

13      Percent of Class Represented By Amount in Row (11)

                                    5.50%

14      Type of Reporting Person*

               OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 3 of 14 Pages

                                  SCHEDULE 13D

CUSIP No. 457191104

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               George Soros (in the capacity described herein)

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                          0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          750,000
    Each
  Reporting           9      Sole Dispositive Power
   Person                           0
    With
                      10     Shared Dispositive Power
                                    750,000

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    750,000

12      Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*

                                    [_]

13      Percent of Class Represented By Amount in Row (11)

                                    5.50%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 4 of 14 Pages

                                  SCHEDULE 13D

CUSIP No. 457191104

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               Stanley F. Druckenmiller (in the capacity described herein)

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                          0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          750,000
    Each
  Reporting           9      Sole Dispositive Power
   Person                           0
    With
                      10     Shared Dispositive Power
                                    750,000

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    750,000

12      Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*

                                    [_]


13      Percent of Class Represented By Amount in Row (11)

                             5.50%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 5 of 14 Pages


               This Statement on Schedule 13D relates to shares of Common Stock,
no par value (the "Shares"), of Inhale Therapeutic Systems (the "Issuer").  This
Statement is being filed by the Reporting  Persons (as defined herein) to report
recent  acquisitions  of Shares of the Issuer as a result of which the Reporting
Persons  may be  deemed  to be the  beneficial  owners  of  more  than 5% of the
outstanding Shares.

Item 1.        Security and Issuer.

               This  Statement  relates  to  the  Shares.  The  address  of  the
principal executive offices of the Issuer is 1001 East Meadow Circle, Palo Alto,
California 94303.

Item 2.        Identity and Background.

               This  statement  is being filed by Soros Fund  Management  LLC, a
Delaware limited liability  Company ("SFM LLC"), Mr. George Soros ("Mr.  Soros")
and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller", and together with SFM LLC
and Mr. Soros, the "Reporting  Persons").  This statement relates to Shares held
for the account of Quantum Partners (as defined herein).

               The business of SFM LLC is managed through a Management Committee
(the "Management  Committee")  comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC, a Delaware limited liability company, has its principal
office at 888  Seventh  Avenue,  33rd  Floor,  New  York,  New York  10106.  Its
principal  business  is  to  serve,  pursuant  to  contract,  as  the  principal
investment  manager to several foreign investment  companies,  including Quantum
Partners (the "SFM  Clients").  SFM LLC has been granted  investment  discretion
over  portfolio  investments,  including  the  Shares,  held for the  account of
Quantum  Partners  LDC,  a Cayman  Islands  exempted  limited  duration  company
("Quantum  Partners")  and Quantum Fund N.V.,  a  Netherlands  Antilles  company
("Quantum  Fund").  Quantum  Partners is the principal  operating  subsidiary of
Quantum Fund. Each of Quantum Fund and Quantum Partners has its principal office
at Kaya  Flamboyan  9,  Willemstad,  Curacao,  Netherlands  Antilles.  SFM LLC's
contracts with the SFM Clients generally provide that SFM LLC is responsible for
designing and implementing the SFM Clients' overall investment  strategies;  for
conducting  direct  portfolio  management  strategies to the extent that SFM LLC
determines  that it is  appropriate  to  utilize  its own  portfolio  management
capabilities; for selecting, evaluating and monitoring other investment advisors
who manage separate portfolios on behalf of the SFM Clients;  and for allocating
and reallocating the SFM Clients' assets among the outside managers and itself.

               Mr. Soros,  as Chairman of SFM LLC, has the ability to direct the
investment  decisions  of SFM LLC and as such may be deemed  to have  investment
discretion  over  the  Shares  held for the  accounts  of the SFM  Clients.  Mr.
Druckenmiller,  as Lead Portfolio  Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion  over the Shares held for the accounts of the SFM Clients.  Set forth
in Annex A hereto and  incorporated  by reference in response to this Item 2 and
elsewhere in this Schedule 13D as applicable is a list of the Managing Directors
of SFM LLC (the executive officers of SFM LLC).

               The principal  occupation of Mr. Soros, a United States  citizen,
is his  direction  of the  activities  of SFM LLC,  which is carried  out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.




<PAGE>


                                                              Page 6 of 14 Pages

               The principal  occupation of Mr.  Druckenmiller,  a United States
citizen,  is  his  position  as  Lead  Portfolio  Manager  and a  Member  of the
Management  Committee  of SFM LLC,  which is carried out at SFM LLC's  principal
office.

               Pursuant to  regulations  promulgated  under Section 13(d) of the
Act,  SFM LLC,  Mr.  Soros,  in his  capacity as  Chairman  of SFM LLC,  and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of the Shares held for the account of Quantum Partners
as a result of the  contractual  authority  of SFM LLC to  exercise  voting  and
dispositive power with respect to such Shares.

               During  the  past  five  years,  none of the  Reporting  Persons,
Quantum Partners and, to the best of the Reporting Persons' knowledge, any other
person  identified  in  response  to this  Item 2 has  been (a)  convicted  in a
criminal proceeding, or (b) a party to any civil proceeding as a result of which
it or he has been subject to a judgment,  decree or final order enjoining future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws, or finding any violation with respect to such laws.

Item 3.        Source and Amount of Funds or Other Consideration.

               Quantum Partners  expended  $13,500,000 of its working capital to
purchase the Shares reported herein as being acquired in the last 60 days.

               The Shares reported herein were acquired pursuant to the terms of
Stock Purchase Agreement dated January 28, 1997 (the "Stock Purchase Agreement")
between the Issuer and Quantum Partners, a form of which is Exhibit D hereto and
incorporated  herein by  reference.  The terms of the Stock  Purchase  Agreement
described  below are qualified in their  entirety by the specific  provisions of
such agreement. Under the Stock Purchase Agreement, Quantum Partners' obligation
to purchase the Shares was conditioned  upon a registration  statement  covering
the Shares becoming  effective under the Securities Act of 1933, as amended (the
"Securities Act"). On February 7, 1997, the Issuer's  registration  statement on
Form S-3 covering such Shares was declared  effective  under the Securities Act,
and on the same date Quantum Partners paid the Issuer the purchase price for the
Shares. In the Stock Purchase Agreement, Quantum Partners made certain covenants
to the Issuer in which Quantum Partners agreed to certain provisions relating to
the transfer of the Shares,  which  provisions  were intended to ensure that any
such transfer would be in compliance with the Securities Act.

               The Shares held for the accounts of Quantum Partners and/or other
SFM Clients may be held through margin accounts  maintained with brokers,  which
extend margin  credit as and when  required to open or carry  positions in their
margin  accounts,  subject  to  applicable  federal  margin  regulations,  stock
exchange rules and such firms' credit policies.  The Shares which may be held in
the margin  accounts are pledged as  collateral  security  for the  repayment of
debit balances in the respective accounts.


Item 4.        Purpose of Transaction.

               All of the Shares  reported herein as having been acquired for or
disposed of from the account of Quantum  Partners  were  acquired or disposed of
for investment purposes. Neither Quantum Partners, the Reporting Persons nor, to
the best of their knowledge, any of the other individuals identified in response
to Item 2, has any plans or  proposals  that relate to or would result in any of
the  transactions  described  in  subparagraphs  (a)  through  (j) of  Item 4 of
Schedule 13D.




<PAGE>


                                                              Page 7 of 14 Pages

               Mr.  Soros,  Mr.  Druckenmiller  and SFM LLC reserve the right to
acquire,  or cause to be  acquired,  additional  securities  of the  Issuer,  to
dispose of, or cause to be disposed, such securities at any time or to formulate
other  purposes,  plans  or  proposals  regarding  the  Issuer  or  any  of  its
securities,  to the extent deemed  advisable in light of general  investment and
trading policies of the SFM Clients, market conditions or other factors.


Item 5.        Interest in Securities of the Issuer.

               (a) Each of SFM  LLC,  Mr.  Druckenmiller  and Mr.  Soros  may be
deemed  the  beneficial  owner of the  750,000  Shares  held for the  account of
Quantum   Partners   (approximately   5.50%  of  the  total   number  of  Shares
outstanding).

               (b) (i)  Pursuant to the terms of the  contract  between  Quantum
Fund and SFM LLC,  SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 750,000 Shares held for the account of Quantum Partners.

                    (ii) Pursuant to the terms of the contract  between  Quantum
Fund and SFM LLC and as a result  of the  positions  held by Mr.  Soros  and Mr.
Druckenmiller  with SFM LLC,  each of Mr.  Soros  and Mr.  Druckenmiller  may be
deemed to have shared power to direct the voting and  disposition of the 750,000
Shares held for the account of Quantum Partners.

               (c) Except for the  transactions  described  in Item 3 and Item 6
hereof,  there  have been no  transactions  with  respect  to the  Shares  since
December  20,  1996 (60 days prior to the date  hereof) by any of the  Reporting
Persons or Quantum Partners.

               (d) The shareholders of Quantum Partners, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, the Shares held for the account of Quantum  Partners in  accordance
with their ownership interests in Quantum Partners.

               (e) Not applicable.

Item 6.        Contracts,  Arrangements,  Understandings  or Relationships  with
               Respect to Securities of the Issuer.

               As disclosed in Item 3 hereto, in connection with its acquisition
of the Shares reported herein,  Quantum Partners entered into the Stock Purchase
Agreement attached hereto as Exhibit D and incorporated herein by reference.

               From time to time each of the Reporting Persons, Quantum Partners
and/or  other SFM Clients may lend  portfolio  securities  to brokers,  banks or
other financial  institutions.  These loans  typically  obligate the borrower to
return the  securities,  or an equal amount of securities of the same class,  to
the lender and  typically  provide  that the  borrower  is  entitled to exercise
voting rights and to retain  dividends during the term of the loan. From time to
time to the extent permitted by applicable law, each of such persons or entities
may borrow securities,  including the Shares, for the purpose of effecting,  and
may effect, short sale transactions, and may purchase securities for the purpose
of closing out short positions in such securities.




<PAGE>


                                                              Page 8 of 14 Pages

               Except  as set  forth  herein,  the  Reporting  Persons,  Quantum
Partners  and/or the other SFM Clients do not have any contracts,  arrangements,
understandings or relationships with respect to any securities of the Issuer.

Item 7.        Material to be Filed as Exhibits.

          A. Power of Attorney  dated as of January 1, 1997 granted by Mr. Soros
in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.

          B.  Power of  Attorney  dated as of  January  1, 1997  granted  by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.

          C. Joint  Filing  Agreement  dated  February 18, 1997 by and among SFM
LLC, Mr. Soros and Mr. Druckenmiller.

          D. Form of Stock  Purchase  Agreement  between  the Issuer and Quantum
Partners  dated  January  28,  1997  (filed  as  Exhibit  4.10  to the  Issuer's
Registration Statement on Form S-3 (Registration No. 333-20787) and incorporated
by reference).




<PAGE>


                                                              Page 9 of 14 Pages

                                   SIGNATURES

          After  reasonable  inquiry and to the best of my knowledge and belief,
the  undersigned  certifies that the  information set forth in this statement is
true, complete and correct.

Date:     February 18, 1997


                                        SOROS FUND MANAGEMENT LLC


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Assistant General Counsel


                                        GEORGE SOROS


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


                                        STANLEY F. DRUCKENMILLER


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


<PAGE>


                                                             Page 10 of 14 Pages

                                     ANNEX A


               The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:


                              Scott K. H. Bessent
                              Walter Burlock
                              Brian J. Corvese
                              Jeffrey L. Feinberg
                              Arminio Fraga
                              Gary Gladstein
                              Robert K. Jermain
                              David N. Kowitz
                              Alexander C. McAree
                              Paul McNulty
                              Gabriel S. Nechamkin
                              Steven Okin
                              Dale Precoda
                              Lief D. Rosenblatt
                              Mark D. Sonnino
                              Filiberto H. Verticelli
                              Sean C. Warren

Each of the  above-listed  persons is a United States  citizen  whose  principal
occupation  is serving as Managing  Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.

To the best of the Reporting Persons' knowledge:

          (a) None of the above persons hold any Shares.

          (b)  None  of the  above  persons  has  any  contracts,  arrangements,
          understandings or relationships with respect to the Shares.



<PAGE>


                                                             Page 11 of 14 Pages

                                  EXHIBIT INDEX

                                                                        Page No.
                                                                        --------


 A.   Power of Attorney dated as of January 1, 1997 granted by Mr.
      George Soros in favor of Mr. Sean C. Warren and Mr.  Michael
      C. Neus............................................................ 12

 B.   Power of Attorney dated as of January 1, 1997 granted by Mr.
      Stanley F.  Druckenmiller in favor of Mr. Sean C. Warren and
      Mr. Michael C. Neus.................................................13

 C.   Joint Filing  Agreement dated February 18, 1997 by and among
      Soros Fund  Management LLC, Mr. George Soros and Mr. Stanley
      F. Druckenmiller....................................................14






                                                             Page 12 of 14 Pages

                                    EXHIBIT A

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, GEORGE SOROS,  hereby make,  constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually,  as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal  capacity or (b) in my capacity as Chairman  of,  member of or in other
capacities  with  Soros  Fund  Management  LLC,  all  documents,   certificates,
instruments,  statements,  filings and agreements ("documents") to be filed with
or  delivered  to any foreign or domestic  governmental  or  regulatory  body or
required or  requested  by any other  person or entity  pursuant to any legal or
regulatory  requirement  relating to the acquisition,  ownership,  management or
disposition of securities or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with the United States  Securities and Exchange  Commission  (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial  ownership of securities required to be
filed  with  the SEC
  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule  13d-1(f) and (c) any initial  statements  of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                   /s/ George Soros
                                   --------------------------------------------
                                   GEORGE SOROS





                                                             Page 13 of 14 Pages

                                    EXHIBIT B

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, STANLEY F. DRUCKENMILLER,  hereby make,
constitute  and  appoint  each of SEAN C.  WARREN and  MICHAEL  C. NEUS,  acting
individually,  as my agent and  attorney-in-fact for the purpose of executing in
my name,  (a) in my personal  capacity  or (b) in my capacity as Lead  Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be  filed  with  or  delivered  to  any  foreign  or  domestic
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to  any  legal  or  regulatory  requirement  relating  to  the
acquisition,  ownership,  management  or  disposition  of  securities  or  other
investments,  and any other documents relating or ancillary  thereto,  including
but not limited to, all  documents  relating to filings  with the United  States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the  Securities  Exchange  Act of 1934  (the  "Act")  and the  rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required
 to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition  statements  on  Schedule  13D or  Schedule  13G and any  amendments
thereto,  (b) any joint filing agreements  pursuant to Rule 13d-1(f) and (c) any
initial  statements  of, or  statements of changes in,  beneficial  ownership of
securities  on Form 3, Form 4 or Form 5 and (2) any  information  statements  on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                   /s/ Stanley F. Druckenmiller
                                   --------------------------------------------
                                   STANLEY F. DRUCKENMILLER






                                                             Page 14 of 14 Pages

                                    EXHIBIT C

                             JOINT FILING AGREEMENT

               The  undersigned  hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Inhale  Therapeutic  Systems dated  February
18, 1997 is, and any amendments  thereto signed by each of the undersigned shall
be,  filed  on  behalf  of each of us  pursuant  to and in  accordance  with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.


Date:     February 18, 1997


                                        SOROS FUND MANAGEMENT LLC


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Assistant General Counsel


                                        GEORGE SOROS


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


                                        STANLEY F. DRUCKENMILLER


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact