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

                                AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB
(Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1998

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                         Commission file number 0-22170
                 -----------------------------------------------

                           EPOCH PHARMACEUTICALS, INC.
                 (Name of Small Business Issuer in its charter)

<TABLE>
<S>                                                                      <C>
                              Delaware                                                91-1311592
   (State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)

                 12277  134th Court N.E., Suite 110                                      98052
              (Address of principal executive offices)                                (Zip Code)
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                                 (425) 821-7535
                (Issuer's telephone number, including area code)

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

                         Common Stock Purchase Warrants
                                (Title of class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB |X|

         Issuer's revenues for its most recent fiscal year were $159,917

         As of March 29, 1999, the aggregate market value of the voting stock
held by non-affiliates, computed by reference to the price at which the stock
was sold on such date, was approximately $30,115,484

      14,835,214 shares of Common Stock were outstanding at March 29, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes Fred Craves
and/or Sanford Zweifach, as attorney-in-fact, to sign in his behalf and in each
capacity stated below, and to file, all amendments and/or supplements to this
Annual Report on Form 10-KSB.


SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated: July 6, 1999               EPOCH PHARMACEUTICALS, INC.
                                    (Registrant)

                                     By: /s/ Sanford S. Zweifach
                                         ---------------------------------------
                                         Sanford S. Zweifach
                                         President/Chief Financial Officer


         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons of the registrant in the capacities
and on the dates indicated.

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<CAPTION>
Signature                               Title                                             Date
---------                               -----                                             ----
<S>                                     <C>                                          <C>

              *                         Chairman of the Board of Directors and
---------------------------------       Chief Executive Officer                      July 6, 1999
Fred Craves


  /s/ Sanford S. Zweifach               President/Chief Financial Officer (Chief
---------------------------------       Accounting Officer), and Director            July 6, 1999
Sanford S. Zweifach


              *                         Director
---------------------------------
Richard Dunning                                                                      July 6, 1999


              *                         Director
---------------------------------
Kenneth L. Melmon, M.D.                                                              July 6, 1999
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* By: /s/ Sanford S. Zweifach
      ---------------------------
      Sanford S. Zweifach
      (Attorney-in-fact)

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                                 EXHIBIT INDEX


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<CAPTION>
    EXHIBIT
      NO.         DESCRIPTION
    -------       -----------
<C>               <S>
    10.21         License Agreement between the Registrant and Perkin-Elmer Corporation dated January 11, 1999
                  (portions of this Exhibit are omitted and were filed separately with the Secretary of the SEC
                  pursuant to the Registrant's application requesting confidential treatment under Rule 406 of the
                  Securities Act).

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