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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~February 1020, ~~2001~~ 2002

MATRIX PHARMACEUTICAL, INC.
(Exact name of Registrant as specified in its charter)

Commission file number 000-19750

Delaware	94-2957068	~~94-2957068~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation organization)	(I.R.S. Employer Identification Number)

34700 Campus Drive
Fremont, California 94555
(Address of principal executive offices)

(510) 742-9900
(Registrant's telephone number, including area code)

Not applicable (Former name orof former address, if changed since last report)

Item 51. ~~Other~~Changes ~~Events~~ in Control of Registrant

~~Oncologic~~On ~~Drugs~~February 19, ~~Advisory~~2002, ~~Committee~~Chiron ~~Reviews~~Corporation, ~~IntraDose®~~a Delaware corporation ("Chiron"), announced that it and its wholly-owned subsidiary Manon Acquisition Corp., a Delaware corporation ("Purchaser"), had consummated its tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Matrix Pharmaceutical, Inc., a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock issued pursuant to a rights agreement, dated May 18, 1995. The Offer expired as scheduled at 5:00 p.m, New York City time on Tuesday, February 19, 2002. Based on preliminary information, a total of 22,724,079 shares (including 688,999 shares subject to guaranteed delivery), representing approximately 86% of the outstanding common stock of the Company, were validly tendered prior to the expiration of the Offer and not withdrawn. All such shares have been accepted for purchase in accordance with the terms of the Offer.

~~The~~Pursuant ~~Oncologic~~to ~~Drugs~~the ~~Advisory~~Agreement ~~Committee~~and Plan of Merger, dated as of January 6, 2002 (~~ODAC~~the "Merger Agreement"), ~~voted~~by ~~unanimously~~and onamong ~~September~~the 10Company, ~~2001~~Chiron ~~that~~and the Purchaser, ~~based~~Chiron onis aentitled ~~standard~~to ~~approval~~designate ~~scenario~~such number of directors to be elected to the Board of Directors of the Company (the "Board"), ~~Matrix~~rounded ~~Pharmaceutical~~up to the next whole number, ~~Inc.~~as ~~had~~is ~~not~~equal ~~demonstrated~~to the product obtained by multiplying the total number of ~~substantial~~directors ~~evidence~~on the Board by the percentage that ~~IntraDose®~~the ~~(cisplatin/epinephrine)~~number ~~Injectable~~of ~~Gel~~shares isso ~~safe~~purchased and ~~effective~~paid infor bears to the ~~treatment~~total number of ~~symptomatic~~shares ~~recurrent~~then ~~head~~outstanding. Four of the Company's directors resigned upon the consummation of the Offer and ~~neck~~four ~~cancer~~individuals designated by Chiron were elected.

~~The~~Pursuant ~~committee~~to ~~discussed~~the Merger Agreement, the ~~question~~Company ofwill ~~whether~~be ormerged ~~not~~with ~~tumor~~and ~~response~~into ~~rates~~the inPurchaser (the ~~two~~"Merger") ~~clinical~~and ~~trials~~the ~~were~~Company ~~reasonably~~will ~~likely~~continue toas ~~predict~~the ~~clinical~~surviving ~~benefit.~~corporation Onand ~~this~~as ~~issue,~~a ~~six~~wholly-owned ~~panel~~subsidiary of ~~members~~Chiron. ~~voted~~It ~~"yes"~~is ~~and~~expected ~~seven~~that ~~"no~~the Merger will be completed at the end of the first quarter of 2002." ~~ODAC~~At ~~members~~the ~~also~~effective ~~requested~~time ~~discussion~~of the Merger, each issued and aoutstanding ~~vote~~share onof ~~whether~~common ~~IntraDose~~stock ~~should~~of bethe ~~approved~~Company (other ~~based~~than onshares ~~accelerated~~owned ~~approval.~~by InChiron, ~~response~~any toof ~~this~~its ~~question~~subsidiaries (including the Purchaser), ~~three~~the ~~panel members~~Company ~~voted~~(as ~~"yes"~~treasury stock), and ~~nine~~shares ~~"no"~~held (by stockholders who properly demand appraisal and comply with the ~~one~~provisions ~~abstention~~of Section 262 of the Delaware General Corporation Law relating to dissenters' rights of appraisal) will be converted into the right to receive the same amount in cash per share that is paid pursuant to the Offer.

Matrix intends to continue to explore with the FDA the next steps for IntraDose.

The FDA posted the draft review of the Matrix New Drug Application (NDA) on September 7, which included an initial recommendation against marketing approval of IntraDose.

IntraDose is a novel drug system designed to provide local tumor control through direct injection while reducing the systemic side effects associated with intravenous administration. Matrix submitted their NDA to the FDA for approval of IntraDose as a treatment for patients with recurrent or refractory, advanced squamous cell carcinoma of the head and neck (HNSCC) on January 4, 2001.

This Form 8-K may contain, in addition to historical information, forward-looking statements, including without limitation, statements regarding the timing and outcome of regulatory reviews and clinical trials. Any such forward-looking statements are based on management's current expectations and are subject to a number of risks and uncertainties such as no assurance of regulatory approvals; uncertainties associated with clinical trials; history of losses; future profitability uncertain; additional financing requirements and uncertain access to capital markets; limited sales and marketing experience; limited manufacturing experience; dependence on sources of supply; rapid technological change; substantial competition; uncertainty regarding patents and proprietary rights; uncertainty of pharmaceutical pricing; and no assurance of adequate reimbursement. Please see the "Risk Factors" section included in Form 10-K for the year ended December 31, 2000. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

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.

	MATRIX PHARMACEUTICAL, INC.
Date: September 19, 2001	By:	/s/ DAVID W. PRITCHARD David W. Pritchard Senior Vice President and Chief Financial Officer
Date: February 20, 2002	By:	/s/ MICHAEL D. CASEY Michael D. Casey Chairman, President and Chief Executive Officer
		Signing on behalf of the registrant as principal financial officer

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