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

                       STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

     [X]  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

       Westgate International, L.P.
       c/o HSBC Financial Services (Cayman) Limited
       P.O. Box 1109, Mary Street
       Grand Cayman, Cayman Islands, British West Indies

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)

       09/00

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)






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

1.     Title of Security (Instr. 3)


2.     Transaction Date (Month/Day/Year)


3.     Transaction Code (Inst. 8)


       V

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

       Amount:


       (A) or (D):


       Price:


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


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


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


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





                                  (Page 2 of 4)






     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)


2.     Conversion or Exercisable Price of Derivative Security


3.     Transaction Date (Month/Day/Year)


4.     Transaction Code (Instr. 8)

       Code


       V

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

       (A)

       (D)


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

       Date Exercisable:
       Expiration Date:

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

       Title:
       Amount:

8.     Price of Derivative Security (Inst. 5)


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


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




                                  (Page 3 of 4)







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


Explanation of Responses:

       *Based on the number of outstanding  shares of the Issuer's  Common Stock
reported by the Issuer in its annual meeting proxy  statement filed with the SEC
on September 19, 2000, the Reporting  Person has ceased to beneficially  own 10%
or more of the outstanding shares of the Issuer's Common Stock.

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


             WESTGATE INTERNATIONAL, L.P.
             By: Elliott International Capital Advisors Inc.,
                           as Attorney-in-Fact


               By: /s/ Elliot Greenberg                     September 29, 2000
                     -----------------------------------------------------------
                           Elliot Greenberg, Vice President               Date



                 **Signature of Reporting Person



                                  (Page 4 of 4)