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                                 UNITED STATES
                       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, 2000

            [ ] 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                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

    5910 NORTH CENTRAL EXPRESSWAY,                           75206
     SUITE 1780 , 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:  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 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 May 23, 2000, the aggregate value of voting stock held by non-affiliates
of the registrant was approximately $5,912,000.

On May 23, 2000, there were 19,637,360 shares of the registrant's common
stock outstanding before deducting 1,900,263 shares which represent the
Corporation's 38.4% interest in common stock of the Corporation owned by
Phar-Mor, Inc.

                    DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the Annual Meeting of Stockholders of the
registrant are incorporated by reference into Part III.

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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 July 1, 2000 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, 2000 to include (i) the audited financial
statements of Phar-Mor, Inc. (a 38% owned affiliate at March 31, 2000) 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.  In addition,
the Amendment includes the consent of Phar-Mor's independent auditors.















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                                    PART III

The information called for by Item 11 of Part III of our Annual Report on Form
10-K was incorporated by reference to our definitive Proxy Statement, which
was filed with the Securities and Exchange Commission on July 28, 2000.  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 July 1, 2000 was not available at the time our
Definitive Proxy Statement 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.





















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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 audited financial statements of Phar-Mor, Inc. (a 38% owned
affiliate) for the fiscal year ending July 1, 2000 were filed on Form 10-K
with the Securities and Exchange Commission on September 29, 2000 and are
incorporated herein by reference (except for the Independent Auditors'
Consent which is included herein):

 Independent Auditors' Report
 Consolidated Balance Sheets as of July 1, 2000 and July 3, 1999
 Consolidated Statements of Operations for the Fifty-Two Weeks Ended
  July 1, 2000, the Fifty-Three Weeks Ended July 3, 1999 and the Fifty-Two Weeks
  Ended June 27, 1998
 Consolidated Statements of Changes in Stockholders' Equity for the Fifty-Two
  Weeks Ended July 1, 2000, the Fifty-Three Weeks Ended July 3, 1999 and the
  Fifty-Two Weeks Ended June 27, 1998
 Consolidated Statements of Cash Flows for the Fifty-Two Weeks Ended
  July 1, 2000, the Fifty-Three Weeks Ended July 3, 1999 and the Fifty-Two Weeks
  Ended June 27, 1998
 Notes to Consolidated Financial Statements
 Schedule II - Valuation and Qualifying Accounts
 Independent Auditors' Consent











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                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No.
33-56097 on Form S-8, No. 33-37531 on Form S-3 and No. 333-84849 on Form S-4
of Avatex Corporation of our report dated September 26, 2000 on the Phar-Mor,
Inc. consolidated financial statements for the fiscal year ended July 1,
2000, 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, 2000.




Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 28, 2000

















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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


                                    By  /s/ Grady E. Schleier
                                       ----------------------------------------
                                        Grady E. Schleier
                                        Senior Vice President and Chief
September 29, 2000                      Financial Officer


















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