SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 or 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported) January 4, 2002
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ALTEON INC.
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(Exact Name of Registrant as Specified in Charter)


Delaware                          001-16043               13-3304550
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(State or Other Juris-           (Commission          (I.R.S. Employer
diction of Incorporation)        File Number)        Identification No.)


170 Williams Drive, Ramsey, New Jersey                        07446
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(Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code (201) 934-5000
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          (Former Name or Former Address, If Changed Since Last Report)

Item 5. Other Events

      On January 4, 2002, Alteon Inc. ("Alteon") entered into a Stock Purchase
Agreement with the purchasers named therein (the "Purchasers") pursuant to which
the Purchasers will purchase 4,450,000 shares of Alteon's common stock. This
sale is made under Alteon's shelf registration statement (Registration No.
333-56512) relating to the possible sale from time to time of Alteon's common
stock.

      On January 7, 2002, Alteon issued the press release which is attached as
Exhibit 99 hereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)   Exhibits

1     Stock Purchase Agreement dated January 4, 2002 between Alteon Inc. and the
      Purchasers named therein.

99    Press Release dated January 7, 2002.

      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 hereunto duly authorized.


                                       Alteon Inc.



                                       By: /s/ Kenneth I. Moch
                                           -------------------------------------
                                           Kenneth I. Moch
                                           President and Chief Executive Officer



Dated:  January 7, 2002