Rule 424(b)2)
                                                                     Prospectus

                        Filing Pursuant to Rule 424(b)(2)
                      Registration Statement No. 333-46394


                              PROSPECTUS SUPPLEMENT
                     (TO PROSPECTUS DATED FEBRUARY 9, 2001)

                                  80,396 shares

                           Photogen Technologies, Inc.

                                  Common Stock

                             -----------------------

         You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF OUR PROSPECTUS DATED FEBRUARY 9, 2001 TO READ
ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

                              PLAN OF DISTRIBUTION

         We are offering 80,396 shares of our common stock to Ballsbridge
Finance Limited. Under the terms of the purchase agreement between us and
Ballsbridge, we negotiated a purchase price for the common stock of $1.55480 per
share for an aggregate price of $125,000. Rochelle S.A. is acting as placement
agent in connection with this offering and will receive a fee from us in the
amount of $6,250. See page 12 of our Prospectus dated February 9, 2001 under the
caption "Plan of Distribution" to read about additional amounts paid to Rochelle
and estimated expenses regarding this offering. We expect this transaction to
close following this filing. We have agreed to indemnify the placement agent
against certain liabilities, including liabilities under the Securities Act of
1933. This is our first offering to Ballsbridge and sixth offering under this
shelf registration. Upon the close of this transaction we will have sold a total
of 277,374 shares of our common stock for $600,000. In connection with these six
offerings, we have paid Rochelle $30,000 in fees.



                                 USE OF PROCEEDS

         The net proceeds to us from this offering will be $118,750. Upon the
close of this sixth transaction under this registration statement, we will
have received net proceeds of $570,000. We plan to use the net proceeds for
general corporate purposes, including activities related to preparing for and
conducting clinical trials, purchase and preparation of clinical material,
conduct of preclinical studies, administrative expenses to support our
research and development activities, capital expenditures and to meet working
capital needs. We expect to evaluate from time to time the acquisition or
license of businesses, technologies or products for which a portion of the
net proceeds may be used; however, we have no present plan or commitments for
any acquisition or license.

         Pending those uses, we will invest the net proceeds in interest-bearing
United States Government securities (other than cash reserved for current
expenditures). Each time we sell the common stock, we will provide a prospectus
supplement that will contain information about how we intend to use the net
proceeds from the common stock sold at that time.

                           MARKET FOR OUR COMMON STOCK

         On April 25, 2001, the last reported sales price of our common shares
on the Nasdaq SmallCap Market was $1.68 per share. Our common stock is traded on
the Nasdaq SmallCap Market under the symbol "PHGN."

         As of April 25, 2001 and before the issuance of shares pursuant to this
prospectus supplement, we had 37,580,364 shares of common stock outstanding.

                                     GENERAL

         This prospectus supplement is part of a registration statement that we
filed with the SEC using a "shelf" registration process. Under this shelf
process, we may offer up to $40,000,000 of our common stock from time to time in
one or more offerings. This prospectus supplement provides specific information
about the offering of $125,000 of our common stock under the shelf registration
statement, and updates information provided in the prospectus dated February 9,
2001. You should read both this prospectus supplement and the prospectus
carefully.

         You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the related prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.

                                      S-2




                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This supplemental prospectus contains a number of forward-looking
statements regarding our business and operations. Statements in this document
that are not historical facts are forward-looking statements. Such
forward-looking statements include those relating to:

               o    our current business and product development plans,

               o    our future business and product development plans,

               o    the timing and results of regulatory approval for proposed
                    products, and

               o    projected capital needs, working capital, liquidity,
                    revenues, interest costs and income.

         Statements containing terms such as "believes," "does not believe,"
"plans," "expects," "intends," "estimates," "anticipates" and other phrases of
similar meaning are considered to imply uncertainty and are forward-looking
statements.

         Forward-looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements in
certain sections of the related prospectus, including under the caption "Risk
Factors." You should read these cautionary statements as being applicable to all
related forward-looking statements wherever they appear in this supplemental or
related prospectus, in the materials referred to in this supplemental or related
prospectus, in the materials incorporated by reference into this supplemental or
related prospectus, or in our press releases. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
supplemental prospectus, related prospectus or other documents incorporated by
reference might not occur. No forward-looking statement is a guarantee of future
performance and you should not place undue reliance on any forward-looking
statement.

                               -------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THE RELATED PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                              --------------------

            The date of this prospectus supplement is April 26, 2001.


                                      S-3



                                TABLE OF CONTENTS



                                                                         PAGE
                                                                         ----
                                                                      
PLAN OF DISTRIBUTION......................................................S-1
USE OF PROCEEDS...........................................................S-2
MARKET FOR OUR COMMON STOCK...............................................S-2
GENERAL...................................................................S-2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...........................S-3




                                      S-4