8-K

                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                       FORM 8-K

                                   CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of the

                            Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) December 27, 2001


                           VISKASE COMPANIES, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)



       Delaware                     0-5485                       95-2677354
- -------------------------------    --------                      ----------
(State or other jurisdiction of   (Commission                     (I.R.S.
 incorporation or organization)     File No.)                     Employer
                                                                Identification
                                                                      No.)


625 Willowbrook Centre Parkway, Willowbrook, Illinois     60527
- -------------------------------------------  ---------
(Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code: (630) 789-4900
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                                    Page 1 of 3




Item 5. - Other Events
          ------------

Viskase Companies, Inc. (the Company) amended its Rights Agreement, dated
June 26, 1996, between the Company and Harris Trust and Savings Bank.  Under
the Rights Agreement, as amended, from the date of the amendment through
July 1, 2002, all Rights outstanding (other than those held by a
41%-or-more stockholder and certain other specified persons) will
automatically, without any further action of the Board of Directors, be
exchanged for shares of Common Stock of the Company at an exchange rate of
one share of Common Stock per Right simultaneous with any Person becoming a
41%-or-more stockholder.

A copy of the Amendment to the Rights Agreement is attached hereto as
Exhibit 4.

Item 7. - Financial Statements and Exhibits
          ---------------------------------

 (c)      Exhibits

EX-4     Amendment No. 2 to Rights Agreement


                                         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.


                                   VISKASE COMPANIES, INC.
                                   -----------------------
                                   Registrant



                                   By:  /s/ Gordon S. Donovan
                                        ---------------------
                                        Gordon S. Donovan
                                        Vice President, Chief
                                        Financial Officer and
                                        Treasurer


January 4, 2002




Exhibit No.     Description of Exhibits                                  Page
- -----------     ---------------------------------                        ----

EX-4            Amendment No. 2 to Rights Agreement                        3

EX-4

                   AMENDMENT NO. 2 TO RIGHTS AGREEMENT
                   -----------------------------------

     THIS AMENDMENT NO. 2 (the "Amendment"), dated as of the 20th day of
December, 2001, to the Rights Agreement dated as of the 26th day of June,
1996 (the "Agreement"), between Envirodyne Industries, Inc., a Delaware
corporation (now known as Viskase Companies, Inc. and hereinafter referred to
as the "Company"), and Harris Trust and Savings Bank, an Illinois banking
corporation (the "Rights Agent"), is entered into between the Company and
the Rights Agent, at the direction of the Company.

     WHEREAS, the Company and the Rights Agent previously entered into
Amendment No. 1 to Rights Agreement, dated as of October 27, 2001, pursuant
to which the Agreement was amended in certain respects;

     WHEREAS, the Company desires to further amend the Agreement, on the
terms set forth in this Amendment;

     WHEREAS, on December 20, 2001, the Board of Directors of the Company
approved this Amendment.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants
of the parties contained herein, the parties amend the Agreement as follows:

     1.      Section 24(a) of the Agreement is hereby amended and restated to
read in its entirety as follows:

     "From the date hereof through June 30, 2002, at such time as any
     Person becomes an Acquiring Person, all then outstanding Rights
     (which shall not include Rights that have become void pursuant to
     the provisions of Section 7(e) hereof) shall be automatically
     exchanged, without any further action on the part of the Company,
     the Rights Agent or any holder of the Rights, for shares of Common
     Stock at an exchange ratio of one share of Common Stock per Right,
     appropriately adjusted to reflect any stock split, stock dividend
     or similar transaction occurring after the date hereof (such
     exchange ratio being hereinafter referred to as the "Exchange
     Ratio").  From and after July 1, 2002, the Board of Directors of
     the Company may, at its option, at any time after any Person
     becomes an Acquiring Person, exchange all or part of the then
     outstanding and exercisable Rights (which shall not include Rights
     that have become void pursuant to the provisions of Section 7(e)
     hereof) for shares of Common Stock at the Exchange Ratio.  In the
     case of exchanges occurring from and after July 1, 2002,
     notwithstanding the immediately preceding sentence, the Board of
     Directors shall not be empowered to effect such exchange at any
     time after any Person (other than the Company, any Subsidiary of
     the Company, any employee benefit plan of the Company or any such
     Subsidiary, or any entity holding Common Stock for or pursuant to
     the terms of any such plan), together with all Affiliates and
     Associates of such Person, becomes the Beneficial Owner of fifty
     percent (50%) or more of the Common Stock then outstanding."


     2.      Section 24(b) of the Agreement is hereby amended and restated to
read in its entirety as follows:

     "Immediately (i) upon the exchange of the Rights pursuant to
     subsection (a) of this Section 24 occurring from the date hereof
     through June 30, 2002 and (ii) upon the action of the Board of
     Directors of the Company ordering the exchange of any Rights
     pursuant to subsection (a) of this Section 24 occurring from and
     after July 1, 2002, and in either case without any further action
     and without any notice, the right to exercise such Rights shall
     terminate and the only right thereafter of a holder of such Rights
     shall be to receive that number of shares of Common Stock equal to
     the number of such Rights held by such holder multiplied by the
     Exchange Ratio, and to exercise such rights as a stockholder of
     the Company in respect of the shares of Common Stock issued in
     such exchange.  The shares of Common Stock issued in such exchange
     shall for all purposes be deemed to be issued and outstanding at
     such time as any Person becomes an Acquiring Person, in the case
     of exchanges specified in clause (i), or the date of the Board of
     Directors action, in the case of exchanges specified in clause
     (ii)."

     3.      This Amendment shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without giving effect
to the conflict of law principles thereof.

     4.      This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

     5.      Except as expressly modified by this Amendment, all other terms,
conditions and provisions of the Agreement, as previously amended, remain in
full force and effect.

     6.      This Amendment shall be effective as of the time of its approval
by the Company's Board of Directors, notwithstanding the later approval or
execution hereof by the Rights Agent.


     IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
as of the first date written above.


                     VISKASE COMPANIES, INC.

                     By:
                         ----------------------
                     Name:
                         ----------------------
                     Title:
                         ----------------------

                     HARRIS TRUST and SAVINGS BANK, as
                     Rights Agent

               By:
                   ----------------------
               Name:
                   ----------------------
               Title:
                   ----------------------