<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

             _________________________________________________________

                                          
                                    FORM 10-K/A
                                 (Amendment No. 1)
                                          
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                                          
    For the fiscal year ended March 31, 1998     Commission File No. 1-9613

             _________________________________________________________

                                          
                           PACIFIC PHARMACEUTICALS, INC.
               (Exact Name of Registrant as specified in its charter)
                                          
               Delaware                      36-3258753
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)     Identification Number)

                            6730 Mesa Ridge Rd., Suite A
                                San Diego, CA  92121
                                   (619) 550-3900
                (Address, including zip code, and telephone number, 
         including area code, of Registrant's principal executive offices)

             _________________________________________________________

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

            Securities registered pursuant to Section 12(g) of the Act:
                                          
                           Common Stock, $0.02 Par Value
             _________________________________________________________
                                          
     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 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 this
Form 10-K.  [  ]

     The aggregate market value of the voting stock held by persons considered
by the registrant for this purpose to be nonaffiliates of the registrant was
approximately $2,398,000 on January 11, 1999, when the closing price of such
stock, as reported in the NASD Electronic Bulletin Board, was $0.13.
     
     *(Market value includes value of Series A Convertible Preferred Stock based
upon conversion rate into Common Stock). 

     The number of shares outstanding of the registrant's Common Stock, $.02 par
value, as of January 11, 1999 was 12,490,463 shares.

           _____________________________________________________________

                                          
                        DOCUMENTS INCORPORATED BY REFERENCE
                                          
1.   Certain portions of the Registrant's Proxy Statement for its Annual Meeting
     of Stockholders held on August  13, 1998, which were mailed on July 13,
     1998 are incorporated into Part III hereof.


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PACIFIC PHARMACEUTICALS, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE)

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                                      Sept. 23, 1983
                                                                                Years ended March 31,                 (inception) to
                                                                 --------------------------------------------------       March 31,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                         1998       1997        1996       1995       1994          1998
                                                                 ----       ----        ----       ----       ----     -------------
<S>                                                              <C>        <C>         <C>        <C>        <C>      <C>    
                                                                        (as restated)(1)
Total revenues                                                   $348        $275        $379      $1,201       $585      $6,000
Product development costs                                       2,196       2,566       1,854       2,118      1,218      17,161
Net loss                                                       (4,371)     (3,897)     (3,256)     (3,755)    (4,613)    (36,562)
Net loss applicable to common stockholders                    (11,598)     (5,594)     (3,256)     (3,755)    (4,613)    (45,485)
Net loss per share of common stock-basic and diluted           $(1.25)     $(0.69)     $(0.52)     $(0.74)    $(1.10)
</TABLE>

<TABLE>
<CAPTION>
                                                                                  As of March 31,
                                                                ---------------------------------------------------
                                                                1998        1997        1996        1995       1994
                                                                ----        ----        ----        ----       ----
<S>                                                             <C>         <C>         <C>         <C>        <C> 
Cash, cash equivalents, and
   short-term investments                                      $3,290      $6,766      $1,698      $1,820     $4,504
Total assets                                                    3,591       7,234       2,174       2,305      5,168
Long-term liabilities                                              23          13          21          24         70
Stockholders' equity                                            2,702       6,331       1,548       1,884      3,942
</TABLE>

-------------------
  * No dividends have been paid on the Company's common stock. Convertible
    preferred stock dividends are non-cash.
    See Note 2 to the consolidated financial statements.
(1) These items have been restated for the periods indicated to appropriately
    reflect the value of the warrants issued in connection with the Private 
    Placement as described in Note 9 to the consolidated financial statements.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
1997                                                                      Year ended March 31, 1997
                                                       -----------------------------------------------------------------
                                                       First        Second          Third            Fourth           Year
                                                       -----        ------          -----            ------           ----
<S>                                                    <C>          <C>             <C>              <C>              <C>
                                                                               (as restated)(1) (as restated)(1) (as restated)(1)
Total revenues                                        $24,832       $31,098        $30,192          $189,058         $275,180
Net loss                                           (1,059,395)     (895,968)      (745,288)       (1,196,715)      (3,897,366)
Convertible preferred dividends  
  (as previously reported)                                -             -          138,259         1,027,002        1,165,261
Convertible preferred dividends 
  (as restated)                                           -             -          231,376         1,464,835        1,696,211
Net loss applicable to common stockholders
  (as previously reported)                         (1,059,395)     (895,968)      (883,547)       (2,223,717)      (5,062,627)
Net loss applicable to common stockholders 
  (as restated)                                    (1,059,395)     (895,968)      (976,664)       (2,661,550)      (5,593,577)
Net loss per share of common stock-basic 
  and diluted (as previously reported)                 $(0.13)       $(0.11)        $(0.11)           $(0.27)          $(0.62)
Net loss per share of common stock-basic  
  and diluted (as restated)                            $(0.13)       $(0.11)        $(0.12)           $(0.33)          $(0.69)
</TABLE>

<TABLE>
<CAPTION>
1998                                                                             Year ended March 31, 1998
                                                       -------------------------------------------------------------------------
                                                       First            Second             Third            Fourth         Year
                                                       -----            ------             -----            ------         ----
<S>                                                    <C>              <C>                <C>              <C>            <C>
                                                  (as restated)(1)  (as restated)(1)  (as restated)(1)
Total revenues                                       $101,283            $65,263           $128,130         $53,784      $348,460
Net loss                                             (935,449)        (1,330,201)          (883,407)     (1,222,406)   (4,371,463)
Convertible preferred dividends 
  (as previously reported)                          1,296,362          1,152,031            665,786       2,866,729     5,980,908
Convertible preferred dividends 
  (as restated)                                     1,815,080          1,612,908            932,170       2,866,729     7,226,887
Net loss applicable to common stockholders
  (as previously reported)                         (2,231,811)        (2,482,232)        (1,549,193)            -             -  
Net loss applicable to common stockholders 
  (as restated)                                    (2,750,529)        (2,943,109)        (1,815,577)     (4,089,135)  (11,598,350)
Net loss per share of common stock-basic 
  and diluted (as previously reported)                 $(0.27)            $(0.29)            $(0.16)           $-            $-  
Net loss per share of common stock-basic 
 and diluted (as restated)                             $(0.34)            $(0.34)            $(0.18)         $(0.39)       $(1.25)
</TABLE>

(1)  These items have been restated for the periods indicated to appropriately
     reflect the value of the warrants issued in connection with the Private 
     Placement as described in Note 9 to the consolidated financial statements.

                                       1

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                                 TEXT OF AMENDMENT

This amendment corrects certain clerical errors made under ITEM 6. SELECTED 
FINANCIAL DATA-Selected Quarterly Financial Data (Unaudited) for 1998 which 
were inadvertently included in the EDGAR filing of the Company's Form 10-K 
for the fiscal year ended March 31, 1998. 

                                     SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                   Pacific Pharmaceuticals, Inc.

Date:  January 12, 1999            /s/  JAMES HERTZOG
                                   ---------------------------------------
                                   James Hertzog
                                   Controller     
                                   (Principal Accounting Officer and 
                                   duly authorized to sign this report on 
                                   behalf of the registrant)

                                       2