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

                                  FORM 10-K/A

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT
        TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(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 000-22383

                         TRANSCEND THERAPEUTICS, INC.
            (Exact name of registrant as specified in its charter)


         DELAWARE                                     04-3174575
(State or other jurisdiction of        (I.R.S.  Employer  Identification Number)
incorporation or organization)

                      738 Main Street, Waltham, MA 02451
                   (Address of principal executive offices)
                                (617) 374-1200
             (Registrant'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, $.01 par value per share
                               (Title of Class)

 Indicate by check 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 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 the 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. [X]

 The aggregate market value of the voting common equity held by non-
affiliates of the Company, based upon the average of the high and low prices of
Common Stock reported on the Nasdaq National Market for February 11, 1999, was
approximately $3 million.

 As of March 12, 1999, 5,922,036 shares of the Company's Common Stock were
issued and outstanding.

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                               EXPLANATORY NOTE


This Form 10-K/A is being filed by Transcend Therapeutics for purposes of
refiling Item 5.


Item 5.  Market For Registrant's Common Equity and Related Shareholder Matters.

  (a) Shares of the Company's Common Stock have been traded on the Nasdaq
National Market under the symbol "TSND" since July 2, 1997. The following table
sets forth, for the periods indicated, the high and low sale prices of the
Common Stock as reported on the Nasdaq National Market.
<TABLE>
<CAPTION>
 
              1997                       High      Low
              ----                     --------  -------
<S>                                    <C>       <C>
Third Quarter (July 2, 1997 through
September 30, 1997)..................  $10.1250  $7.6250
Fourth Quarter.......................  $ 9.0000  $6.0000
 
              1998
              ----
First Quarter........................  $ 8.1250  $2.0000
Second Quarter.......................  $ 3.8750  $ .7500
Third Quarter........................  $ 1.5625  $ .6875
Fourth Quarter.......................  $ 1.2500  $ .5000
</TABLE>

 (b) The Company is furnishing the following information with respect to the use
of proceeds from its initial public offering of common stock, $.01 par value
share, which closed in July 1997.

(4)(vii)   From July 2, 1997, the effective date of the Registration Statement,
           to December 31, 1998, the Company has used the net offering proceeds
           to the Company as follows:

<TABLE>
<S>                                                     <C>

       Payment of operating expenses...................  $ 5,529,000
       Payment of financial advisory fees..............      275,000
       Payment of professional fees related
          to the BI Agreement..........................      150,000
       Accrued contract research payment...............      133,000
                                                         -----------
       Total...........................................  $ 6,087,000
                                                         ===========
</TABLE>

 Payments of expenses were to persons other than directors, officers, general
 partners of the Company or their associates, persons owning 10% or more of
 the equity securities of the Company or affiliates of the Company.

 (4)(viii)  In August 1998, studies revealed that the Company's lead product
            candidate, Procysteine, is not effective in the treatment of its
            targeted disease. During the fourth quarter of 1998, the Company
            ceased all of its development activities, and focused its efforts on
            identifying a potential acquirer. In December 1998, the Company
            signed a definitive merger agreement to be acquired by KeraVision,
            Inc. (NASDAQ NM:KERA), a vision correction company. The Company has
            agreed under the merger agreement to wind down its operations as a
            drug development company and has deposited $7 million in escrow
            pending closing of the acquisition.
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                                  SIGNATURES

  Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this amendment to annual report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                    TRANSCEND THERAPEUTICS, INC.

                                    /s/ B. Nicholas Harvey
                                    ---------------------------------------
                                    B. Nicholas Harvey
                                    President, and interim Chief Executive
                                    Officer


Date: April 19, 1999