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

                    SCHEDULE 13D
                  (RULE 13d - 101)

Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No.  3 )*

Avatex Corporation
(Name of Issuer)

Common Stock, par value $5.00
(Title of Class of Securities)

05349F105
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York  10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 8, 1998
(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 .

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 disclosures
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 the Following Pages)
(Page 1 of 6 Pages)
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Elliott Associates, L.P., a Delaware Limited
          Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

7    SOLE VOTING POWER

          633,951

8    SHARED VOTING POWER

          0

9    SOLE DISPOSITIVE POWER

          633,951

10   SHARED DISPOSITIVE POWER

          0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          633,951

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          4.52%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Westgate International, L.P., a Cayman Islands
          Limited Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH 

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER

          416,300

9    SOLE DISPOSITIVE POWER

          0

10   SHARED DISPOSITIVE POWER

          416,300

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON

          416,300

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.97%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Martley International, Inc., a Delaware corporation

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 
REPORTING PERSON WITH

7    SOLE VOTING POWER

          0

8    SHARED VOTING POWER

          416,300

9    SOLE DISPOSITIVE POWER

          0

10   SHARED DISPOSITIVE POWER

          416,300

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON

          416,300

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          2.97%

14   TYPE OF REPORTING PERSON*
          CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

     This statement is filed pursuant to Rule 13d-2(a) with
respect to the shares of common stock, par value $5.00 (the
"Common Stock"), of Avatex Corporation (the "Issuer")
beneficially owned by the Reporting Persons specified herein
as of June 15, 1998.  This statement amends and supplements
the Schedule 13D dated April 9, 1998, as amended, filed by the
Reporting Persons which, except as set forth herein, is hereby
restated in its entirety.

ITEM 4.   Purpose of Transaction

     Each of Elliott and Westgate acquired the Common Stock
beneficially owned by it in the ordinary course of its trade
or business of purchasing, selling, trading and investing in
securities.  Martley has acted as investment manager with
respect to Westgate's acquisition of beneficial ownership of
Common Stock.

     Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional shares of Common Stock or related
securities or may dispose of all or a portion of the Common
Stock or related securities that it now beneficially owns or
may hereafter acquire. 

     On April 15, 1998, the Issuer failed to pay the
quarterly dividends on its two series of preferred stock for
the sixth consecutive quarter.  On April 21, 1998, Vincent
Intrieri, Ralph DellaCamera, Dan Gropper and Brian Miller (the
"Preferred Directors"), each an employee of Stonington
Management Corp., a Delaware corporation controlled by Singer,
were elected to fill the resulting vacancies on the Issuer's
Board of Directors, on Elliott's initiative, pursuant to the
written consent of a majority of the holders of both series of
the Issuer's preferred stock, including Elliott and Westgate.

     Elliott and Westgate are dissatisfied with the poor
performance and high compensation of the Issuer's management
and particularly its Co-Chief Executive Officers, Melvyn
Estrin and Abbey Butler, and oppose the Issuer's announced
proposal to merge (the "Merger Plan") the Issuer into a
newly-created subsidiary ("Xetava") and to thereby exchange
the outstanding preferred stock for common stock in the merged
entity (without a vote of the preferred stockholders). 
Elliott and Westgate believe that (i) the Merger Plan is
unfair in that the holders of the Issuer's preferred stock
would receive substantially less than fair value, (ii) the
Merger Plan improperly seeks to entrench management by, among
other things, prohibiting the accumulation of in excess of 5%
of the common stock by any individual or group, establishing a
classified board and prohibiting shareholder action by written
consent, and (iii) the Delaware Chancery Court's decision
ruling a vote of the preferred stockholders is not required to
effect the Merger Plan is incorrect.

     On April 23, 1998, Elliott brought an action in the
Delaware Court of Chancery against the Issuer, Xetava, and
each member of the Issuer's Board of Directors, including
Messrs. Estrin and Butler, to enjoin the Merger Plan based
upon the refusal to permit the holders of each series of the
Issuer's preferred stock to vote on the Merger Plan, breach of
fiduciary duty, and entrenchment.

     In addition, on April 23, 1998, the Preferred Directors
brought an action in the Delaware Court of Chancery against
the Issuer to establish their status as directors of the
Issuer and to enforce their right as directors to examine the
Issuer's books and records relating to (i) the Merger Plan,
(ii) compensation paid by the Issuer and related companies to
Messrs. Estrin and Butler, and (iii) the Issuer's failure to
pay dividends on both series of its preferred stock for the
past six quarters.

     Following the filing of the above described action, the
Issuer agreed to recognize Messrs. Intrieri and Gropper as
directors of the Issuer.  In addition, on June 8, 1998 the
Delaware Court of Chancery ruled that Messrs. DellaCamera and
Miller had also been duly elected as directors of the Issuer.

     Elliott and Westgate intend to continue to actively
oppose the Merger Plan and reserve the right to (i) engage in
a proxy solicitation in opposition to the Merger Plan and/or
to unseat one or more directors; and/or (ii) propose an
alternate plan to restructure the Issuer.


                      SIGNATURE

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

Dated: June 15, 1998

                    ELLIOTT ASSOCIATES, L.P.


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         General Partner


                    WESTGATE INTERNATIONAL, L.P.

                    By:  Martley International, Inc., as
                         Investment Manager


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         President


                    MARTLEY INTERNATIONAL, INC.


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         President