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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

OR

TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-26534

VION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware				13-3671221
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
4 Science Park New Haven, CT 06511				06511
(Address of principal executive offices)				(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The number of shares outstanding of the registrant's common stock as of November 5, 2004 was 55,851,300.

VION PHARMACEUTICALS, INC.
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

								Page No.
Item 1.				Financial Statements					1
				Condensed Balance Sheets					1
				Condensed Statements of Operations					2
				Condensed Statement of Changes in Shareholders' Equity					3
				Condensed Statements of Cash Flows					4
				Notes to Condensed Financial Statements					5
Item 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations					6
Item 3.				Quantitative and Qualitative Disclosures About Market Risk					14
Item 4.				Controls and Procedures					14
				PART II – OTHER INFORMATION
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds					15
Item 6.				Exhibits					15
SIGNATURES

In this report, unless the context otherwise requires, the terms "we," "us," "our," "the Company" and "Vion" refer to Vion Pharmaceuticals, Inc., a Delaware corporation.

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PART I

FINANCIAL INFORMATION

ITEM 1.    Financial Statements

Vion Pharmaceuticals, Inc.
(A Development Stage Company)

Condensed Balance Sheets
(Unaudited)

(In thousands, except share and per share data)				September 30, 2004				December 31, 2003
ASSETS
Current Assets:
Cash and cash equivalents				$	43,969			$	1,219
Short-term investments					—				14,500
Total cash, cash equivalents and short-term investments					43,969				15,719
Interest receivable					—				11
Accounts receivable					47				27
Prepaid expenses					785				224
Total current assets					44,801				15,981
Property and equipment, net					553				370
Security deposits					25				25
Total assets				$	45,379			$	16,376
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued payroll and payroll-related expenses				$	361			$	464
Accounts payable and accrued expenses					4,283				3,595
Deferred revenue					18				18
Total current liabilities					4,662				4,077
Deferred revenue					364				377
Total liabilities					5,026				4,454
Shareholders' Equity:
Preferred stock, $0.01 par value, authorized: 5,000,000 shares; issued and outstanding: none					—				—
Common stock, $0.01 par value, authorized: 150,000,000 shares; issued and outstanding: 55,432,601 and 39,276,755 shares at September 30, 2004 and December 31, 2003, respectively					554				393
Additional paid-in-capital					166,342				127,239
Deficit accumulated during the development stage					(126,543	)			(115,710	)
					40,353				11,922
Total liabilities and shareholders' equity				$	45,379			$	16,376

The accompanying notes are an integral part of these financial statements.

1

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Vion Pharmaceuticals, Inc.
(A Development Stage Company)

Condensed Statements of Operations
(Unaudited)

				For the Three Months Ended September 30,								For the Nine Months Ended September 30,								May 1, 1994 (Inception) throught September 30, 2004
(In thousands, except per share data)				2004				2003				2004				2003
Revenues:
Contract research grants				$	—			$	14			$	100			$	152			$	2,501
Research and laboratory support fees					45				74				149				101				5,931
Technology license fees					5				6				22				12				4,483
Total revenues					50				94				271				265				12,915
Operating expenses:
Clinical trials					2,247				1,446				6,081				4,043				33,220
Other research and development					1,050				1,065				3,169				2,921				65,741
Total research and development					3,297				2,511