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                       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)  July 24, 2001
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ALTEON INC.
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(Exact Name of Registrant as Specified in Charter)


Delaware                            0-19529                  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)
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Item 5.  Other Events

         On July 24, 2001, Alteon Inc. ("Alteon") entered into an agreement to
sell 4,200,000 shares of its common stock to U.S. Bancorp Piper Jaffray. 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 July 25, 2001, 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        Underwriting Agreement dated July 24, 2001 between Alteon Inc. and U.S.
         Bancorp Piper Jaffray


99       Press Release dated July 25, 2001


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         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:  July 25, 2001