UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

|ý                                        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---------------------------------------- | ----------------------------------------------------------------------------------------
|FOR THE FISCAL YEAR ENDED MARCH 31, 2002
|OR                                      
|o                                        | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-8549

AVATEX CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                           |  | 25-1425889(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|5910 North Central Expressway, Suite 1780, Dallas, Texas(Address of principal executive offices) |  | 75206(Zip Code)                               
|Registrant's telephone number, including area code: 214-365-7450                                

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

|                                                                                                                                                                                                      |  | Title of each class |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  |  |  | 
|Class A Common Stock, par value $.01 per share
Warrants to Purchase Class A Common Stock at $2.25 per share
6.75% Notes of Avatex Funding, Inc. due December 7, 2002 Guaranteed by Avatex Corporation

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 and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. ý

On
May 28, 2002, the aggregate value of voting stock held by non-affiliates of the registrant was approximately $103,000.

On
May 28, 2002, there were 19,637,357 shares of the registrant's common stock outstanding before deducting 2,378,164 shares which represent the Corporation's 48.1% equity interest in common
stock of the Corporation then owned by Phar-Mor, Inc.

DOCUMENTS INCORPORATED BY REFERENCE:

The
financial statements of, and portions of other information from, Phar-Mor, Inc. as reported in their Annual Report on Form 10-K for the fiscal year ended
June 29, 2002 are incorporated by reference into Parts III and IV.

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EXPLANATORY NOTE

Avatex Corporation hereby amends our Annual Report on Form 10-K for the fiscal year ended March 31, 2002 to include (i) the
unaudited financial statements of Phar-Mor, Inc. (a 48% owned affiliate at March 31, 2002) and (ii) information concerning Bonuses, LTIP Payouts and Other Compensation
paid by Phar-Mor, Inc. to our Co-Chief Executive Officers, Abbey J. Butler and Melvyn J. Estrin, in their capacity as Co-Chief Executive Officers of
Phar-Mor, Inc. These amounts are to be included in the section entitled "Item 11. Executive Compensation" of our Annual Report on Form 10-K. As a result of
Phar-Mor's bankruptcy filing in September 2001 and the subsequent sale of substantially all of its assets in July 2002, Phar-Mor is unable to complete its audit
and has filed an unaudited Annual Report on Form 10-K with the Securities and Exchange Commission.

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PART III

The information in Item 11 of Part III of our Annual Report on Form 10-K for the amount of Bonuses, LTIP Payouts and Other Compensation
paid by Phar-Mor, Inc. to our Co-Chief Executive Officers, Abbey J. Butler and Melvyn J. Estrin, in their capacity as Co-Chief Executive Officers of
Phar-Mor, Inc. for its fiscal year ended June 29, 2002, was not available at the time our Form 10-K was filed. These amounts are hereby incorporated herein
by reference to Item 11 of Part III of the Annual Report on Form 10-K filed by Phar-Mor, Inc. on October 15, 2002.

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ITEM 14(a) (1) and (2) and ITEM 14(d)

AVATEX CORPORATION AND SUBSIDIARIES  LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The
following financial statements of Phar-Mor, Inc. (a 48% owned affiliate) for their fiscal year ending June 29, 2002 were filed on Form 10-K with the
Securities and Exchange Commission on October 15, 2002 and are incorporated herein by reference:

Consolidated
Statement of Net Liabilities in Liquidation (Liquidation Basis) as of June 29, 2002

Consolidated
Statement of Changes in Net Liabilities in Liquidation (Liquidation Basis)

Consolidated
Balance Sheet (Going Concern Basis) as of June 30, 2001

Consolidated
Statements of Operations (Going Concern Basis) for the Fifty-Two Weeks Ended June 29, 2002, June 30, 2001, and July 1, 2000

Consolidated
Statements of Changes in Stockholders' Equity (Going Concern Basis) for the Fifty-Two Weeks Ended June 29, 2002, June 30, 2001, and July 1, 2000

Consolidated
Statements of Cash Flows (Going Concern Basis) for the Fifty-Two Weeks Ended June 29, 2002, June 30, 2001, and July 1, 2000

Notes
to Consolidated Financial Statements

Schedule
IIValuation and Qualifying Accounts

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation has duly caused this Amendment to the Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

|                 |  |    | Avatex Corporation                                                                     
|---------------- |  | -- | ---------------------------------------------------------------------------------------
|October 16, 2002 |  | By | /s/GRADY E. SCHLEIERGrady E. Schleier
Senior Vice President and Chief Financial Officer

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