10-K/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           ------------------------
                                  FORM 10-K/A
                                AMENDMENT NO. 1

(Mark One)
[ X ]       ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
            EXCHANGE ACT OF 1934
            FOR THE FISCAL YEAR ENDED APRIL 30, 1999

                                      OR

[   ]       TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
            For the transition period from _______________ to _______________

                        Commission file number 0-17085

                            TECHNICLONE CORPORATION
            (Exact name of Registrant as specified in its charter)

          Delaware                                               95-3698422
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

14282 Franklin Avenue, Tustin, California                      92780-7017
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:            (714) 508-6000

Securities registered pursuant to Section 12(b) of the Act:    None

Securities registered pursuant to Section 12(g) of the Act:    Common Stock
                                                               (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $98,114,000 as of July 15, 1999, based upon a
closing price of $1.375 per share. Also, excludes 5,014,142 shares of Common
Stock held by executive officers, directors, and shareholders whose ownership
exceeds 5% of the Common Stock outstanding as of July 15, 1999.

                                       1



                   APPLICABLE ONLY TO CORPORATE REGISTRANTS

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

                       76,369,778 shares of Common Stock
                              as of July 15, 1999


DOCUMENTS INCORPORATED BY REFERENCE.

      Part III of the Form 10-K is incorporated by reference from the
Registrant's Definitive Proxy Statement for its 1999 Annual Shareholders'
Meeting.

                                       2



                                  SIGNATURES
                                  ----------

      Pursuant to the requirements of Section 13 or 15(d) 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.

                                      TECHNICLONE CORPORATION



Dated:  January 27, 2000              By: /s/ John N. Bonfiglio
                                          ------------------------------------
                                          John N. Bonfiglio, Interim President

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                               Capacity                Date
- ---------                               --------                ----


/s/ Carlton Johnson                     Director                January 27, 2000
- --------------------------------
Carlton Johnson


/s/ Edward Legere                       Director                January 27, 2000
- --------------------------------
Edward Legere


/s/ Eric Swartz                         Director                January 27, 2000
- --------------------------------
Eric Swartz


/s/ Clive R. Taylor, M.D., Ph.D.        Director                January 27, 2000
- --------------------------------
Clive R. Taylor, M.D., Ph.D.


                                       3

EX-23.1

                                                                    EXHIBIT 23.1




                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 2-85628, 33-15102, 33-87662, 33-87664, and 333-17513; Form S-3 No.
333-63777, 333-63773, and 333-65125) of Techniclone Corporation of our report
dated July 2, 1999, with respect to the consolidated financial statements and
schedule of Techniclone Corporation included in the Annual Report (Form 10-K)
for the year ended April 30, 1999.


                                          /s/ ERNST & YOUNG LLP

Orange County, California
January 27, 2000

EX-23.2

                                                                    EXHIBIT 23.2


                            TECHNICLONE CORPORATION
                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statements No.
2-85628, 33-15102, 33-87662, 33-87664 and 333-17513 of Techniclone Corporation
(the Company) on Form S-8 and Registration Statements No. 333-63777, 333-63773
and 333-65125 on Form S-3 of our report dated June 15, 1998, except for Note 12,
as to which the date is July 17, 1998 (which expresses an unqualified opinion
and includes an explanatory paragraph regarding substantial doubt about the
Company's ability to continue as a going concern), appearing in the Annual
Report on Form 10-K of Techniclone Corporation for the year ended April 30,
1999.


/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California
January 27, 2000