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

FORM 10-Q

[X]				QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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
(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 April 29, 2005 was 65,886,904.

VION PHARMACEUTICALS, INC.
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

								Page No.
Item 1.				Financial Statements					1
				Condensed Consolidated Balance Sheets					1
				Condensed Consolidated Statements of Operations					2
				Condensed Consolidated Statement of Changes in Shareholders' Equity					3
				Condensed Consolidated Statements of Cash Flows					4
				Notes to Condensed Consolidated Financial Statements					5
Item 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations					7
Item 3.				Quantitative and Qualitative Disclosures About Market Risk					13
Item 4.				Controls and Procedures					13
PART II – OTHER INFORMATION
Item 6.				Exhibits					14
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 Consolidated Balance Sheets
(Unaudited)

(In thousands, except share and per share data)				March 31, 2005				December 31, 2004
ASSETS
Current Assets:
Cash and cash equivalents				$	68,000			$	41,729
Accounts receivable					17				13
Prepaid expenses					205				362
Total current assets					68,222				42,104
Property and equipment, net					514				515
Security deposits					25				25
Total assets				$	68,761			$	42,644
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued expenses				$	5,375			$	5,130
Accounts payable					991				567
Accrued payroll and payroll-related expenses					256				354
Deferred revenue					18				18
Total current liabilities					6,640				6,069
Deferred revenue					355				360
Total liabilities					6,995				6,429
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: 65,886,904 and 55,860,313 shares at March 31, 2005 and December 31, 2004, respectively					659				559
Additional paid-in-capital					197,424				167,421
Deficit accumulated during the development stage					(136,317	)			(131,765	)
					61,766				36,215
Total liabilities and shareholders' equity				$	68,761			$	42,644

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

1

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Vion Pharmaceuticals, Inc.
(A Development Stage Company)

Condensed Consolidated Statements of Operations
(Unaudited)

				For the Three Months Ended March 31,								May 1, 1994 (Inception) through March 31, 2005
(In thousands, except per share data)				2005				2004
Revenues:
Technology license fees				$	5			$	9			$	4,492
Research and laboratory support fees					—				24				5,931
Contract research grants					—				63				2,501
Total revenues					5				96				12,924
Operating expenses:
Clinical trials					3,049				1,805				39,561
Other research and development					1,145				957				68,151
Total research and development					4,194				2,762				107,712
General and administrative					691				617				28,400
Total operating expenses					4,885				3,379				136,112
Loss from operations					(4,880	)			(3,283	)			(123,188	)
Interest income					341				91				5,761
Interest expense					—				—				(210	)
Other expense, net					(2	)			(32	)			(120	)
Loss before income taxes					(4,541	)			(3,224	)			(117,757	)
Income tax provision					11				34				(184	)
Net loss					(4,552	)			(3,258	)			(117,573	)