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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                                   (MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

                                       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 0-27410

                       INCARA PHARMACEUTICALS CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                         56-1924222
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)               Identification No.)


                                 P.O. Box 14287
                              3200 East Highway 54
                          Cape Fear Building, Suite 300
                     Research Triangle Park, North Carolina
                                      27709
                    (Address of principal executive offices)

          Company's telephone number, including area code: 919-558-8688

                                INTERCARDIA, INC.
                                  (Former Name)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK ($.001
                                                            PAR VALUE PER SHARE)

      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. [X]

      The aggregate market value of the voting stock held by non-affiliates of
the registrant based upon the closing price of the Common Stock on January 5,
2000, on the Nasdaq National Market System was approximately $8,512,000 as
of such date. Shares of Common Stock held by each executive officer and director
and by each person who owns 10% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status may not be conclusive for other purposes.

      As of January 5, 2000, the Registrant had outstanding 5,111,669 shares
of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement for the 2000 Annual Meeting of
Stockholders are incorporated herein by reference into Part III.



                                   SIGNATURES

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

                                       INCARA PHARMACEUTICALS CORPORATION


                                       By: /s/ Richard W. Reichow
                                           -------------------------------------
                                           Executive Vice President,
                                           Chief Financial Officer and Treasurer

Date: January 7, 2000