OMB APPROVAL
OMB Number: 3235-0145
Expires:  October 31, 1997
Estimated average burden hours per form14.90

                    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.   1  )*

Avatex Corporation
(Name of Issuer)

$5.00 Cumulative Convertible Preferred Stock
(Title of Class of Securities)

05349F204
(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 4 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

          111,637

8    SHARED VOTING POWER

          0

9    SOLE DISPOSITIVE POWER

          111,637

10   SHARED DISPOSITIVE POWER

          0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          111,637

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

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

          17.11%

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.

ITEM 1.   Security and Issuer

     This statement is filed pursuant to Rule 13d-2(a) with
respect to the shares of $5.00 Cumulative Convertible Preferred
Stock (the "$5.00 First Series Preferred Stock") of Avatex
Corporation (the "Issuer") beneficially owned by the Reporting
Person specified herein as of June 15, 1998.  This statement
amends and supplements the Schedule 13D dated April 23, 1998
filed by the Reporting Person which, except as set forth herein,
is hereby restated in its entirety.

ITEM 4.   Purpose of Transaction

     Elliott acquired the $5.00 First Series Preferred Stock
beneficially owned by it in the ordinary course of its trade or
business of purchasing, selling, trading and investing in
securities.

     Depending upon market conditions and other factors that it
may deem material, Elliott may purchase additional shares of
$5.00 First Series Preferred Stock or related securities or may
dispose of all or a portion of the $5.00 First Series Preferred
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 International, L.P.
("Westgate"), a Cayman Islands limited partnership controlled by
Singer.

     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 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