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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K/A
Amendment No. 1

(Mark One)

or

Commission file number: 000-26648

eXegenics Inc.

Registrant’s telephone number, including area code:
(585) 218-4368

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value Per Share
(Title of Class)

     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 ý No o

     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. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No ý

     The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) on June 30, 2003 was $6,758,785, based on the last sale price as reported by The NASDAQ Stock Market.

     As of March 15, 2004, the registrant had 15,848,579 shares of common stock outstanding.

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(a)		that the report was a transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The cover page to this report includes the correct disclosure that this report is an Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2003.
(b)		that the registrant was an accelerated filer (as defined in Exchange Act Rule 12b-2). The cover page to this report includes the correct disclosure that the registrant is not an accelerated filer (as defined in Exchange Act Rule 12b-2).
(c)		“No” to the statement that 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. The cover page to this report has been marked “Yes” to reflect the correct disclosure that the registrant has (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.

SIGNATURES

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

Date: June 4, 2004

     Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.

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