U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

                                     FORM 3

       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.     Date of Event Requiring Statement (Month/Day/Year)

       11/13/00

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

4.     Issuer Name and Ticker or Trading Symbol

       Vion Pharmaceuticals, Inc. (VION)

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

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

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

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

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


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Table I      -   Non-Derivative Securities Beneficially Owned


1.     Title of Security (Instr. 4)

             Common Stock

2.     Amount of Securities Beneficially Owned (Instr. 4)

             1,425,344

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

             D

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

             N/A


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



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


1.     Title of Derivative Security (Instr. 4)


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

       Date Exercisable:


       Expiration Date:


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

       Title:


       Amount or Number of Shares:


4.     Conversion or Exercise Price of Derivative Security


5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)


6.     Nature of Indirect Beneficial Ownership (Instr. 5)


Explanation of Responses:


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

Date: November 14, 2000

             ELLIOTT ASSOCIATES, L.P.
             By: Elliott Capital Advisors, L.P., as General Partner
                    By: Braxton Associates, Inc., as General Partner

                           By:         /s/ Elliot Greenberg
                                       Elliot Greenberg, Vice President

                 *Signature of Reporting Person


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