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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.     )*

Vion Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

927624106
(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)

August 13, 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 11 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
          1,253,914

8    SHARED VOTING POWER
          0

9    SOLE DISPOSITIVE POWER
          1,253,914

10   SHARED DISPOSITIVE POWER
          0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
          1,253,914

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          8.63%

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
          1,256,356

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          1,256,356

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          1,256,356

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          8.65%

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
          1,256,356

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          1,256,356

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          1,256,356

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          8.65%

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.

ITEM 1.   Security and Issuer

     This statement relates to the common stock, $.01 par
value (the "Common Stock"), of Vion Pharmaceuticals, Inc. (the
"Issuer").  The Issuer's principal executive office is located
at 4 Science Park, New Haven, Connecticut 06511.


ITEM 2.   Identity and Background

     (a)-(c)   The names of the persons filing this
statement on Schedule 13D are:  Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley").  Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott.  Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate.  Martley is the investment
manager for Westgate.  Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.

ELLIOTT

     The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.

     The principal business of Elliott is to purchase, sell,
trade and invest in securities.

     SINGER

          Singer's business address is 712 Fifth Avenue,
     36th Floor, New York, New York 10019.

          Singer's principal occupation or employment is
     that of serving as general partner of Elliott and
     Braxton LP and president of Martley.

     BRAXTON LP

          The business address of Braxton LP is 712 Fifth
     Avenue, 36th Floor, New York, New York 10019.

          The principal business of Braxton LP is the
     furnishing of investment advisory services.

          The names, business addresses, and present
     principal occupation or employment of the general
     partners of Braxton LP are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
      36th Floor
New York, New York
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
Braxton
      Associates,
      Inc.
712 Fifth Avenue
      36th Floor
New York, New York
10019
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
          The name, business address, and present principal
     occupation or employment of each director and executive
     officer of Braxton Associates, Inc. are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE

     The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.

     The principal business of Westgate is to purchase, sell,
trade and invest in securities.

     The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:

      NAME
ADDRESSOCCUPATIONHambledon,
      Inc.
c/o Midland Bank
      Trust Corporation
      (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West
Indies
General partner of
Westgate
     HAMBLEDON, INC.

     The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
MARTLEY INTERNATIONAL, INC.

     The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.  

     The principal business of Martley is to act as
investment manager for Westgate.

     The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
     (d) and (e)During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.

     (f)  All of the natural persons listed above are
citizens of the United States of America.


ITEM 3.   Source and Amount of Funds or Other Consideration

     The source and amount of funds used by Elliott in making
purchases of the Common Stock beneficially owned by it are set
forth below.

SOURCE OF FUNDS:                   AMOUNT OF FUNDS:
Margin accounts maintained at      $3,492,003.38
Smith Barney, Prudential and
Donaldson, Lufkin & Jenrette

     The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.

SOURCE OF FUNDS:                   AMOUNT OF FUNDS:
Margin accounts maintained at      $3,643,410.44
Smith Barney, Prudential and
Donaldson, Lufkin & Jenrette

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.

     Elliott and Westgate have become increasingly frustrated
with the lackluster price performance of the Common Stock and
intend to exercise their right under the Certificate of
Designation of the 5% Preferred Stock (as defined below) to
nominate one candidate for election to the Issuer's Board of
Directors.

     Except as set forth herein, none of Elliott, Westgate or
Martley has any plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.


ITEM 5.   Interest in Securities of the Issuer

     (a)  Pursuant to the Certificate of Designation for the
5% Preferred Stock (as defined below), the Reporting Persons
aggregate percentage ownership of Common Stock is limited to
9.9% of the outstanding shares of Common Stock (the "Ownership
Limitation").

     Elliott owns outright 401,989 shares of Common Stock. 
In addition, Elliott beneficially owns 2,500 shares of the
Issuer's 5% Convertible Preferred Stock Series 1998, par value
$.01 ("5% Preferred Stock"), which are convertible into
698,725 shares of Common Stock, and 76,600 of the Issuer's
Class A Warrants (the "Warrants") which are convertible into
153,200 shares of Common Stock.  In the aggregate, and in
accordance with the Ownership Limitation, Elliott beneficially
owns 1,253,914 shares of Common Stock constituting 8.63% of
the outstanding shares of Common Stock. 

     Westgate owns outright 405,231 shares of Common Stock. 
In addition, Westgate beneficially owns 2,500 shares of the
Issuer's 5% Preferred Stock which are convertible into 698,725
shares of Common Stock, and 76,200 Warrants which are
convertible into 152,400 shares of Common Stock.  In the
aggregate, and in accordance with the Ownership Limitation,
Westgate beneficially owns 1,256,356 shares of Common Stock
constituting 8.65% of the outstanding shares of Common Stock. 

     Together, and in accordance with the Ownership
Limitation, Elliott and Westgate beneficially own 1,438,159
shares of Common Stock constituting 9.9% of the outstanding
shares of Common Stock.

     (b)  Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.

     Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the Common Stock owned by Westgate.  Information regarding
each of Westgate and Martley for the purposes of subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.

     (c)  The following transactions were effected by Elliott
during the past sixty (60) days:

                                   Approximate Price Per
                    Amount of SharesShare (exclusive of
Date      Security  Bought (Sold)  commissions)           

06/30/98  5% Preferred  2,500           $1000.00
07/08/98  Warrants    7,700             $1.9037
07/09/98  Warrants    4,800             $1.9555
07/15/98  Warrants    7,100             $1.9137
07/27/98  Warrants    8,800             $1.9406
07/28/98  Warrants    7,600             $1.9374
07/29/98  Warrants    8,500             $1.9191
08/03/98  Warrants   17,100             $1.8656
08/04/98  Warrants   10,000             $1.7813
08/05/98  Warrants    5,000             $1.7188
08/11/98  Common    401,988                 *

     The above transactions were effected privately by
Elliott in New York.  The transaction marked with an asterisk
("*") represents the conversion of 992 shares of the Issuer's
Class B Convertible Preferred Stock, $.01 par value ("Class B
Preferred"), into 401,988 shares of Common Stock.

     The following transactions were affected by Westgate
during the past sixty (60) days:

                                   Approximate Price Per
                    Amount of SharesShare (exclusive of
Date      Security  Bought (Sold)  commissions)           

06/30/98  5% Preferred  2,500           $1000.00
07/08/98  Warrants    7,600             $1.9037
07/09/98  Warrants    4,700             $1.9555
07/15/98  Warrants    7,000             $1.9137
07/27/98  Warrants    8,800             $1.9406
07/28/98  Warrants    7,600             $1.9374
07/29/98  Warrants    8,500             $1.9191
08/03/98  Warrants   17,000             $1.8656
08/04/98  Warrants   10,000             $1.7813
08/05/98  Warrants    5,000             $1.7188
08/11/98  Common    405,231                *

     The above transactions were effected privately by
Westgate in New York.  The transaction marked with an asterisk
("*") represents the conversion of 1,000 shares of Class B
Preferred into 405,231 shares of Common Stock.

     No other transactions were effected by Elliott or
Westgate during the past sixty (60) days.

     (d)  No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.  

     No person other than Westgate has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.

     (e)  Not applicable.


ITEM 6.   Contracts, Arrangements, Understandings or
          Relationships With Respect to Securities of the
          Issuer

               None

ITEM 7.   Material to be Filed as Exhibits

               Exhibit A - Joint Filing Agreement
                      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:              ELLIOTT ASSOCIATES, L.P.
August 14, 1998

                    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

                      EXHIBIT A

               JOINT FILING AGREEMENT

     The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of Vion
Pharmaceuticals, Inc. dated August 14, 1998, is, and any
further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended.

Dated as of:  August 14, 1998


ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.


By:/s/ Paul E. Singer    By:  Martley International,   
     Paul E. Singer           Inc.,
     General Partner          as Investment Manager


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

MARTLEY INTERNATIONAL, INC.


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