Elliott Associates, L.P. – ‘4’ for 4/30/00 re: Vion Pharmaceuticals Inc.

As of:  Tuesday, 5/9/00   ·   For:  4/30/00   ·   Accession #:  1013594-0-118   ·   File #:  0-26534

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of        4      9K 
                Securities by an Insider                                         

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

          STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check box if no longer  subject to Section 16. Form 4 or Form 5  obligations
may continue.  See Instruction 1(b)                                     

FORM 4

       Filed pursuant to Section 16(a) of the  Securities  Exchange Act of 1934,
       Section  17(a)  of the  Public  Utility  Holding  Company  Act of 1935 or
Section 30(f) of the Investment Company Act of 1940               

1.     Name and Address of Reporting Person                                     

Elliott Associates, L.P.                                          
712 Fifth Avenue                                                  
New York, New York 10019                                          

2.     Issuer Name and Ticker Trading Symbol                                    

Vion Pharmaceuticals, Inc. (VION)                                 

3.     IRS or Social Security Number of Reporting Person (Voluntary)            

4.     Statement for (Month/Day/Year)                                           

04/00                                                             

5.     If Amendment, Date of Original (Month/Year)                              

6.     Relationship of Reporting Person to Issuer (Check all applicable)        

     [ ] Director [ ] Officer  (give title below) [ ] Chairman [x] 10% Owner
[ ] Other (specify below)                                         

7.     Individual or Joint/Group Filing (Check applicable line)                 

       [x] Form  filed by one  Reporting  Person [ ] Form filed by more than one
Reporting Person                                                  

 (Page 1 of 4)

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Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.     Title of Security (Instr. 3)                                             

Common Stock                                          

2.     Transaction Date (Month/Day/Year)                                        

04/13/00                                              

3.     Transaction Code (Inst. 8)                                               

X                                                     

V                                                                 

4.     Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)           

Amount:                                                           

78,132                                                

(A) or (D):                                                       

A                                                     

Price:                                                            

$6.23                                                 

5.     Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 

1,294,944                                             

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)                        

D                                                     

7.     Nature of Indirect Beneficial Ownership (Instr. 4)                       

Not applicable.                                       

Reminder:  Report on a separate line for each class of  securities  beneficially
owned directly or indirectly.                                                   

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Table II - Derivative  Securities  Acquired,  Disposed of, or Beneficially Owned
(e.g. puts, calls, warrants, options, convertible securities)                   

1.     Title of Derivative Security (Instr. 3)                                  

Class B Warrants                                      

2.     Conversion or Exercisable Price of Derivative Security                   

$6.23                                                 

3.     Transaction Date (Month/Day/Year)                                        

04/13/00                                              

4.     Transaction Code (Instr. 8)                                              

Code                                                              

X                                                     

V                                                                 

5.   Number of Derivative  Securities Acquired (A) or Disposed of (D) (Instr. 3,
4 and 5)                                                              

(A)                                                               

(D)                                                               

78,132                                                

6.     Date Exercisable and Expiration Date (Month/Day/Year)                    

Date Exercisable:   Currently                                     
Expiration Date:    08/13/00                                      

7.     Title and Amount of Underlying Securities (Instr. 3 and 4)               

Title:  Common Stock                                              
Amount: 78,132                                                    

8.     Price of Derivative Security (Inst. 5)                                   

*                                                     

9.   Number of Derivative Securities  Beneficially Owned at End of Month (Instr.
4)                                                                    

0                                                     

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

D                                                     

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11.    Nature of Indirect Beneficial Ownership (Instr. 4)                       

Not applicable.                                       

Explanation of Responses:                                                       

       *The Class B Warrants  (along with shares of Common  Stock) were obtained
through the exercise of Class A Warrants at an exercise price of $4.63.         

     **Intentional   misstatement  or  omissions  of  facts  constitute  Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                   

ELLIOTT ASSOCIATES, L.P.                              
By: Elliott Capital Advisors, L.P., as general partner
  By: Braxton Associates, Inc., as general partner

         By: /s/ Elliot Greenberg                              May 9, 2000
            --------------------------------------------------------------------
           Elliot Greenberg, Vice President               Date

**Signature of Reporting Person               

 (Page 4 of 4)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘4’ Filing		Date		First		Last			Other Filings
Filed on:		5/9/00		4					3,  SC 13D/A
For Period end:		4/30/00							4
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