UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT REPORT ofPURSUANT ~~Report~~TO SECTION 13 OR 15(~~Date~~d) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported)~~ACT ~~February 17,~~OF ~~2010~~1934

~~VION~~Date ~~PHARMACEUTICALS~~of Report (Date of earliest event reported) February 25, ~~INC.~~2010

~~(Exact~~VION ~~Name~~PHARMACEUTICALS, ~~of Registrant as Specified in its Charter)~~INC.

Delaware	000-26534	13-3671221
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

(Exact Name of Registrant as Specified in its Charter)

4 Science Park, New Haven, CT	06511
Delaware	000-26534	13-3671221
(Address of Principal Executive Offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (203) 498-4210


4 Science Park, New Haven, CT		06511

(Address of Principal Executive Offices)		(Zip Code)

~~(Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since~~code: ~~Last Report~~(203) 498-4210

~~Check~~Not the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Applicable

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Former ~~CFR~~Name ~~230.425)~~or oFormer ~~Soliciting~~Address, ~~material~~if ~~pursuant~~Changed toSince ~~Rule~~Last ~~14a-12 under the Exchange Act (17 CFR 240.14a-12~~Report) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ Check the appropriate box below if the Form 8~~.01~~-K ~~Other~~filing ~~Events~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Aso ~~previously~~Written ~~disclosed,~~communications onpursuant ~~December~~to Rule ~~17,~~425 ~~2009, Vion Pharmaceuticals, Inc. (the “Registrant”) filed a voluntary petition for relief~~ under ~~chapter 11 of Title 11 of~~ the ~~United~~Securities ~~States~~Act ~~Bankruptcy Code~~ (~~the~~17 ~~“Bankruptcy~~CFR ~~Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) Case No~~230. ~~09-14429 (CSS~~425).

~~On February 19,~~o ~~2010,~~Soliciting ~~the~~material ~~Registrant~~pursuant ~~filed~~to ~~its~~Rule 14a-12 ~~unaudited~~under ~~monthly~~the ~~operating~~Exchange ~~report~~Act (~~the~~17 ~~“Monthly~~CFR ~~Operating Report”) with the Bankruptcy Court~~240. ~~A copy of the Monthly Operating Report is contained in the attached~~14a-12) ~~Exhibit 99.1 and is incorporated herein by reference.~~

Ono ~~February 17,~~Pre-commencement ~~2010,~~communications ~~the~~pursuant ~~Bankruptcy Court entered an order setting the hearing~~ to ~~consider the approval of the Disclosure Statement for Registrant’s Chapter~~Rule ~~11 Plan of Liquidation~~ 14d-2(~~the “Disclosure Statement”~~b) for March 1, 2010 and the hearing to consider confirmation of the Registrant’s Chapter 11 Plan of Liquidation (the “Plan”) for April 6, 2010. Assuming that these hearings are held on or before the scheduled dates, the Plan is so confirmed at the scheduled hearing and goes effective by its terms, the Registrant anticipates that it will then no longer be a reporting company under the ~~Securities~~ Exchange Act of(17 ~~1934, as amended~~CFR 240.14d-2(b))

~~Bankruptcy~~o ~~law does not permit solicitation of acceptances of the Plan until the Court approves the Disclosure Statement. Accordingly, this Current Report on Form 8~~Pre-Kcommencement iscommunications ~~not~~pursuant ~~intended~~ to ~~be,~~ ~~nor~~Rule 13e-4(c) ~~should~~under ~~it be construed as a solicitation for a vote on~~ the ~~Plan.~~Exchange ~~The~~Act ~~Plan~~(17 ~~will become~~CFR ~~effective only if it receives the requisite stakeholder approval and if confirmed by the Court~~240.13e-4(c)) ~~There can be no assurance that the Court will approve the Disclosure Statement, that the Registrant’s stakeholders will approve the Plan, or that the Court will confirm the Plan.~~

~~Limitation~~TABLE onOF ~~Incorporation by Reference~~ CONTENTS

InItem ~~accordance with General Instruction B~~8.201 ofOther ~~Form~~Events ~~8-K, the information in this~~ Item 7 9.01 isFinancial ~~being furnished~~Statements ~~for informational purposes only~~ and ~~shall~~Exhibits ~~not~~SIGNATURES beEXHIBIT ~~deemed~~INDEX “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filingEX-99.1 ~~The filing of this Form 8~~EX-K99.2 ~~shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD~~EX-99. 3

CautionaryTable Statementof Regarding Financial and Operating Data Contents

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the RegistrantItem 8. ~~The~~01 ~~Monthly~~Other ~~Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Bankruptcy Court~~Events. ~~The~~ ~~Monthly Operating Report is limited in scope and only covers a limited time period.~~

~~The~~As ~~Monthly~~previously ~~Operating~~disclosed, ~~Report~~on ~~was~~December 17, ~~not~~2009, ~~audited~~Vion orPharmaceuticals, ~~reviewed~~Inc. by(the ~~independent~~“Registrant”) ~~accountants~~filed a ~~and~~voluntary ~~was~~petition ~~not prepared~~seeking inrelief ~~accordance~~pursuant ~~with~~to ~~accounting~~chapter ~~principles~~11 ~~generally~~of ~~accepted~~Title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the ~~America~~“Court”) (~~GAAP~~Case No. 09-14429) (CSS). ~~There~~On ~~can~~February 11, be2010 nothe ~~assurance~~Registrant ~~that,~~filed ~~from~~with the Court ~~perspective~~a Chapter 11 Plan of anLiquidation ~~investor~~(“Plan”) orand a ~~potential~~related disclosure statement (“Disclosure ~~investor~~Statement”) . On March 1, 2010, the Court entered an order (i) approving the adequacy of information in the Disclosure ~~Registrant’s~~Statement ~~securities,~~and (ii) approving the ~~Monthly~~Registrant’s ~~Operating~~procedures ~~Report~~for issoliciting ~~complete.~~votes ~~The~~on ~~Monthly~~the ~~Operating~~Plan ~~Report~~and ~~may~~authorizing bethe ~~subject~~Registrant to ~~future~~send ~~adjustment~~the ~~and~~Disclosure ~~reconciliation.~~Statement, ~~The~~the ~~Monthly~~Plan ~~Operating~~and ballots to ~~Report~~creditors ~~also~~entitled ~~contains~~to ~~information~~vote on the Plan. The deadline for ~~periods~~voting ~~which~~on ~~are~~the ~~shorter~~Plan oris ~~otherwise~~March ~~different~~30, ~~from~~2010 ~~those~~at ~~required~~4:00 inP.M. and the ~~Registrant’s~~hearing ~~reports~~on ~~pursuant~~confirmation toof the ~~Securities~~Plan ~~Exchange~~is ~~Act~~scheduled offor ~~1934~~April 6, as2010. ~~amended~~All (information contained in the ~~“Exchange~~Disclosure ~~Act”),~~Statement ~~and~~is ~~such~~subject ~~information~~to ~~might~~change, ~~not~~whether beas ~~indicative~~a result of amendments to the ~~Registrant’s~~Plan, ~~financial condition~~actions of third parties or ~~operating~~otherwise. Assuming ~~results~~that ~~for~~the hearing on confirmation of the ~~period~~Plan ~~that~~is ~~would~~held beon ~~reflected~~or inbefore the scheduled ~~Registrant’s~~date, ~~financial statements~~and orthat inthe ~~its~~Plan ~~reports~~is ~~pursuant~~so toconfirmed at the ~~Exchange~~scheduled ~~Act.~~hearing ~~The~~and ~~information~~goes ~~set~~effective ~~forth~~by its interms, the ~~Monthly Operating~~Registrant ~~Report~~anticipates ~~should~~that ~~not~~it will then no longer be ~~viewed~~a asreporting ~~indicative~~company under the Securities Exchange Act of ~~future~~1934, ~~results~~as amended.

~~The~~On ~~Monthly~~February 25, ~~Operating~~2010, ~~Report~~the ~~and~~Registrant ~~additional~~filed ~~information~~its ~~about~~unaudited ~~the~~monthly ~~Debtors’~~operating ~~filings~~report ~~under~~for the ~~Bankruptcy~~ ~~Code,~~month ~~including~~of January 2010 ~~access~~(the to“Monthly ~~court~~Operating ~~documents~~Report”) ~~and~~with ~~other~~the ~~general~~Court. ~~information~~A ~~about~~copy of the Monthly ~~Chapter 11~~Operating ~~Case,~~Report ~~are~~is ~~available~~contained ~~online~~in at the ~~Registrant’s~~attached ~~claims administration website located at http://www~~Exhibit 99.~~delclaims~~1.~~com/caseinfo/C09-14429.html.~~

~~Cautionary~~On ~~Statement~~February 25, ~~Regarding~~2010, ~~Forward~~the Registrant also filed a letter agreement (the “Letter Agreement”) with the Court globally resolving the various concerns of the Official Committee of Unsecured Creditors (the “Committee”) in the above described Chapter 11 case including concerns related to the Registrant’s Plan, the proposed wind-~~Looking~~down ~~Statements~~budget prepared on January 27, 2010 and amended as of February 2, 2010 and further amended on February 24, 2010 and the proposed Management Incentive/Performance Plan. A copy of the Letter Agreement is contained in the attached Exhibit 99.2.

~~This~~On ~~Current~~February 26, ~~Report~~2010, onthe ~~Form~~Registrant ~~8-K~~issued ~~and~~a ~~its~~press ~~exhibit~~release ~~contain~~announcing ~~forward-looking~~that, ~~statements~~with ~~that~~respect ~~are~~to ~~subject~~the toSpecial ~~certain~~Protocol ~~risks~~Assessment ~~and~~(“SPA”) ~~uncertainties~~ that ~~could cause~~ the Registrant’s ~~plans~~filed orwith ~~actual results to differ materially from those projected, including~~ the ~~Registrant~~U.S. ~~being~~Food ~~unsuccessful~~and ~~in selling its~~Drug ~~assets~~Administration or(“FDA”) ~~engaging~~ in ~~another transaction in bankruptcy~~January 2010, the FDA ~~failing~~has torequested ~~approve~~that athe ~~Special Protocol~~Registrant ~~Assessment~~conduct ~~for~~ a separate Phase ~~III~~II ~~randomized~~ trial ~~for~~of Onrigin™ ,and review the ~~Registrant~~results ~~not obtaining court approval~~ of ~~its motions in~~ the ~~Chapter 11~~trial ~~proceeding pursued by it from time to time, the Registrant’s ability to develop, pursue, confirm and consummate one or more plans of reorganization~~ with ~~respect to~~ the ~~Chapter 11~~FDA ~~case,~~prior ~~the Registrant’s ability~~ to ~~retain and compensate key~~ ~~executives~~conducting ~~and~~a ~~other~~Phase ~~key~~III ~~employees,~~trial. ~~the~~A ~~Registrant’s~~copy ~~ability to maintain relationships with its licensor and vendors, the potential inability to secure external sources~~ of ~~funding to continue operations,~~ the ~~inability~~press torelease ~~access~~is ~~capital~~attached ~~and~~as ~~funding~~Exhibit 99.3 onhereto ~~favorable terms, continued~~and ~~operating~~incorporated ~~losses~~herein ~~and~~by ~~the inability to continue operations~~reference.

asThis aCurrent ~~result,~~Report ~~and~~on aForm ~~variety~~8-K ofis ~~other~~not ~~risks~~intended ~~set forth from time~~ to ~~time in the Registrant’s filings with the Securities and Exchange Commission~~be, ~~including~~nor ~~but~~should ~~not~~it ~~limited~~be toconstrued ~~the risks attendant to the forward-looking statements included under Item 1A~~as, ~~“Risk Factors” in the Registrant’s Form 10-K~~a solicitation for ~~the~~a ~~year~~vote ~~ended~~on ~~December 31, 2008 and~~ the ~~Registrant’s Form 10-Q for the quarter ended September 30, 2009~~Plan. The ~~cautionary~~Plan ~~statements~~will ~~provided~~become ~~above~~effective ~~are~~only ~~being~~if ~~made~~it ~~pursuant~~receives to the ~~provisions of~~requisite ~~the~~stakeholder ~~Private~~approval ~~Securities Litigation Reform Act of 1995 (the “ Act ”)~~ and ~~with~~if ~~the~~confirmed ~~intention~~by ~~of obtaining~~ the ~~benefits~~Court. ofThere ~~the~~can ~~“safe~~be ~~harbor”~~no ~~provisions~~assurance ofthat the ~~Act for any such forward-looking~~ ~~statements.~~Registrant’s ~~Except~~stakeholders inwill ~~special~~approve ~~circumstances~~the ~~in which a duty to update arises under law when prior disclosure becomes materially misleading in light of subsequent events~~Plan, ~~the Registrant does not intend to update any of these forward-looking statements to reflect events~~ or ~~circumstances~~that ~~after~~ the ~~date~~Court ~~hereof~~will orconfirm ~~to reflect~~ the ~~occurrence of unanticipated events~~Plan.

~~Item~~The Registrant’s management previously informed investors that it had noticed continuing high trading volume in the Registrant’s common stock after the Registrants’s filing for bankruptcy and of its belief that there will be no value for the common stockholders in the Registrant’s bankruptcy liquidation process, even under the most optimistic of scenarios. Stockholders of a company in Chapter 911 generally receive value only if all claims of the company’s creditors are fully satisfied.01 In this case, the Registrant’s management believes all such claims will not be fully satisfied, leading to its conclusion that the Registrant’s common stock will have no value. ~~Financial~~The Registrant’s ~~Statements~~management also notes that the Plan, as currently filed, provides for no distribution to stockholders and ~~Exhibits~~cancellation of all shares but one.

(d) Exhibits. Table of Contents

Exhibit
Number		Description
99.1		Vion Pharmaceuticals, Inc. Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.

Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


EXHIBIT NO.		DESCRIPTION
	99.1	Vion Pharmaceuticals, Inc. Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.
	99.2	Letter Agreement by and among Vion Pharmaceuticals, Inc. and the Official Committee of Unsecured Creditors filed with the United States Bankruptcy Court for the District of Delaware.
	99.3	Press release dated February 26, 2010

	VION PHARMACEUTICALS, INC.
Date: February 22, 2010	By:	/s/ Howard B. Johnson
		Name:	Howard B. Johnson
		Title:	President and Chief Financial Officer

~~EXHIBIT~~Limitation ~~INDEX~~on Incorporation by Reference

EXHIBIT NO.				DESCRIPTION
	99.1			Vion Pharmaceuticals, Inc. Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware

The Monthly Operating Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or other documents filed with the U.S. Securities and Exchange Commission (“SEC”) shall not incorporate the Monthly Operating Report or any other information set forth therein by reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Monthly Operating Report.

Cautionary Statement Regarding Financial and Operating Data

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Registrant. The Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Court. The Monthly Operating Report is limited in scope and only covers a limited time period.

The Monthly Operating Report was not audited or reviewed by independent accountants and was not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). There can be no assurance that, from the perspective of an investor or a potential investor in the Registrant’s securities, the Monthly Operating Report is complete. The Monthly Operating Report may be subject to future adjustment and reconciliation. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Exchange Act, and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

The Monthly Operating Report and additional information about the Registrant’s filings under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 Case, are available online at the Registrant’s claims administration website located at http://www.delclaims.com/caseinfo/C09-14429.html.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and its exhibits contain forward-looking statements that are subject to certain risks and uncertainties that could cause the Registrant’s plans or actual results to differ materially from those projected, including the Registrant being unsuccessful in selling its assets or engaging in another transaction in bankruptcy, the Registrant not obtaining court approval of its motions in the Chapter 11 proceeding, including its motions for approval of its plan of liquidation, the Registrant’s ability to develop, pursue, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 case, the

Registrant’s ability to retain and compensate key executives and other key employees, the Registrant’s ability to maintain relationships with its licensor and vendors, the potential inability to secure external sources of funding to continue operations, the inability to access capital and funding on favorable terms, continued operating losses and the inability to continue operations as a result, and a variety of other risks set forth from time to time in the Registrant’s filings with the Securities and Exchange Commission, including but not limited to the risks attendant to the forward-looking statements included under Item 1A, “Risk Factors” in the Registrant’s Form 10-K for the year ended December 31, 2008 and the Registrant’s Form 10-Q for the quarter ended September 30, 2009. The cautionary statements provided above are being made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act for any such forward-looking statements. Except in special circumstances in which a duty to update arises under law when prior disclosure becomes materially misleading in light of subsequent events, the Registrant does not intend to update any of these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VION PHARMACEUTICALS, INC.
Date: March 2, 2010	By:	/s/ Howard B. Johnson
		Name:	Howard B. Johnson
		Title:	President and Chief Financial Officer

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION
	99.1	Vion Pharmaceuticals, Inc. Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.
	99.2	Letter Agreement by and among Vion Pharmaceuticals, Inc. and the Official Committee of Unsecured Creditors filed with the United States Bankruptcy Court for the District of Delaware.
	99.3	Press release dated February 26, 2010

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