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

                               STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

     [ ]  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

       Elliott Associates, L.P.
       712 Fifth Avenue
       New York, New York 10019

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)

       12/00

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


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

1.     Title of Security (Instr. 3)

       (a) and (b) Common Stock

2.     Transaction Date (Month/Day/Year)

       (a) 12/4/00
       (b) 12/7/00

3.     Transaction Code (Inst. 8)

       (a) P
       (b) P

       V

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

       Amount:

             (a) 10,250
             (b)  2,000

       (A) or (D):

             (a) A
             (b) A

       Price:

             (a) $7.38
             (b) $7.75

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

       (a) and (b) 1,461,844

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

       (a) and (b) D

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

       Not applicable

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


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     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)

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


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).

             ELLIOTT ASSOCIATES, L.P.
             By: Elliott Capital Advisors, L.P., as general partner
                 By: Braxton Associates, Inc., as general partner


                 By:       /s/ Elliot Greenberg                  January 8, 2001
                     -----------------------------------------------------------
                           Elliot Greenberg, Vice President             Date

                 *Signature of Reporting Person


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