<PAGE>
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                       
                                 FORM 10-K/A
                                       
                               AMENDMENT NO. 1
                                          
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                          
                   FOR THE FISCAL YEAR ENDED MARCH 31, 1998
                                          
[   ]     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                                     25-1425889
(State or other jurisdiction of incorporation                (I.R.S. Employer
                or organization)                            Identification No.)

5910 NORTH CENTRAL EXPRESSWAY, SUITE 1780,                        75206
               DALLAS, TEXAS                                    (Zip Code)
(Address of principal executive offices)
                                       
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  214-365-7450
                                       
         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
            TITLE OF EACH CLASS                          NAME OF EACH EXCHANGE ON WHICH REGISTERED
            -------------------                          -----------------------------------------
<S>                                                      <C>
 Common Stock, par value $5 per share                             New York Stock Exchange
 $5 Cumulative Convertible Preferred Stock                        New York Stock Exchange
 $4.20 Cumulative Exchangeable Series A Preferred Stock           New York Stock Exchange
</TABLE>

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

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  X   No    
                                       ---     --- 

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. 
                            ---

On June 22, 1998, the aggregate value of voting stock held by non-affiliates 
of the registrant was approximately $27,680,300.

On June 22, 1998, there were 13,806,375 shares of the registrant's common 
stock outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE:

The financial statements of Phar-Mor, Inc. as reported in their Annual Report 
on Form 10-K for the fiscal year ended June 27, 1998.

<PAGE>

                               EXPLANATORY NOTE

Avatex Corporation (the "Corporation") hereby amends its Annual Report on 
Form 10-K for the fiscal year ended March 31, 1998 to include the financial 
statements of Phar-Mor, Inc. (a 38% owned affiliate) as reported in their 
Annual Report on Form 10-K for the fiscal year ending June 27, 1998.  In 
addition, the amendment includes an updated consent of the Corporation's 
independent auditors and the consent of Phar-Mor, Inc.'s independent auditors.























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<PAGE>

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 Avatex Corporation and subsidiaries are 
included in Item 14(a)(1):

<TABLE>
<CAPTION>
                                                                    Page No. in
                                                                     Form 10-K
                                                                    -----------
<S>                                                                 <C>
 Independent Auditors' Report                                            20
 Consolidated Statements of Operations - For the Three Years Ended       
   March 31, 1998                                                        21
 Consolidated Statements of Comprehensive Loss - For the Three           
   Years Ended March 31, 1998                                            22
 Consolidated Balance Sheets - March 31, 1998 and 1997                   23
 Consolidated Statements of Stockholders' Equity (Deficit) - For         
   the Three Years Ended March 31, 1998                                  24
 Consolidated Statements of Cash Flows - For the Three Years Ended       
   March 31, 1998                                                        25
 Notes to Consolidated Financial Statements - For the Three Years        
   Ended March 31, 1998                                                  26
</TABLE>

The following financial statement schedules of Avatex Corporation and 
subsidiaries are included in Item 14(d):

<TABLE>
<CAPTION>
                                                                    Page No. in
                                                                     Form 10-K
                                                                    -----------
<S>                                                                 <C>
 Schedule I - Condensed Financial Information of Registrant              73
 Schedule II - Valuation and Qualifying Accounts                         78
 Schedule III - Real Estate and Accumulated Depreciation                 79
 Independent Auditors' Consent                                           80
</TABLE>

Financial statement schedules other than those listed above have been omitted 
because the required information is contained in the consolidated financial 
statements and notes thereto or such information is not applicable.

The following audited financial statements of Phar-Mor, Inc. (a 38% owned 
affiliate) for the fiscal year ending June 27, 1998 were filed on Form 10-K 
with the Securities and Exchange Commission on September 25, 1998 and are 
incorporated herein by reference (except for the Independent Auditors' 
Consent which is included herein):

 Independent Auditors' Report
 Consolidated Balance Sheets as of June 27, 1998 and June 28, 1997
 Consolidated Statements of Operations for the Fifty-Two Weeks
   Ended June 27, 1998 and June 28, 1997, the Forty-Three Weeks
   Ended June 29, 1996 and the Nine Weeks Ended September 2, 1995 
 Consolidated Statements of Changes in Stockholders' Equity
   (Deficiency) for the Fifty-Two Weeks Ended June 27, 1998 and June
   28, 1997, the Forty-Three Weeks Ended June 29, 1996 and the Nine
   Weeks Ended September 2, 1995
 Consolidated Statements of Cash Flows for the Fifty-Two Weeks
   Ended June 27, 1998 and June 28, 1997, the Forty-Three Weeks Ended
   June 29, 1996 and the Nine Weeks Ended September 2, 1995
 Notes to Consolidated Financial Statements
 Schedule II - Valuation and Qualifying Accounts
 Independent Auditors' Consent for Phar-Mor, Inc.

                                       2
<PAGE>

                        INDEPENDENT AUDITORS' CONSENT




We consent to the incorporation by reference in Registration Statement No. 
33-56097 on Form S-8 and No. 33-37531 on Form S-3 of Avatex Corporation of 
our report dated April 30, 1998, except the fourteenth paragraph of Note N 
and the last paragraph of Note T which are as of June 8, 1998, which report 
expresses an unqualified opinion and includes an explanatory paragraph 
regarding the Corporation's ability to continue as a going concern, appearing 
in and incorporated by reference in this Annual Report on Form 10-K of Avatex 
Corporation for the year ended March 31, 1998.




Deloitte & Touche LLP
Dallas, Texas
September 24, 1998







                                       3
<PAGE>

                                          
                                          
                                       
                                PHAR-MOR, INC.
                        INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 
33-56097 on Form S-8 and No. 33-37531 on Form S-3 of Avatex Corporation of 
our report dated August 14, 1998 (September 10, 1998 as to Notes 3 and 8) on 
the Phar-Mor, Inc. consolidated financial statements for the fiscal year 
ended June 27, 1998, incorporated by reference in Amendment No. 1 to the 
Annual Report on Form 10-K/A of Avatex Corporation for the fiscal year ended 
March 31, 1998. Our report expresses an unqualified opinion on the 
consolidated balance sheets of Phar-Mor, Inc. and subsidiaries as of June 27, 
1998 and June 28, 1997 and the related consolidated statements of operations, 
changes in stockholders' equity (deficiency) and cash flows for the fifty-two 
weeks ended June 27, 1998, the fifty-two weeks ended June 28, 1997, and the 
forty-three weeks ended June 29, 1996. Our report expresses a qualified 
opinion on the consolidated statements of operations, changes in 
stockholders' equity (deficiency) and cash flows of Phar-Mor, Inc. and 
subsidiaries for the nine weeks ended September 2, 1995 as reliable 
accounting records and sufficient evidential matter to support the 
acquisition cost of property and equipment were not available. Also, our 
report includes an explanatory paragraph relating to the comparability of 
financial information prior to September 2, 1995 as a result of Phar-Mor's 
emergence from bankruptcy and the creation of a new entity.


Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 25, 1998


                                       4
<PAGE>

                                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


                                       By  /s/ Edward L. Massman       
                                           ----------------------------------
                                           Edward L. Massman
 September 25, 1998                        Senior Vice President and Chief
                                           Financial Officer
















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