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) MAY 30, 2002

                                   Alteon Inc.
               (Exact Name of Registrant as Specified in Charter)

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

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

Registrant's telephone number, including area code (201) 934-5000

                                 Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)

Item 4.  Changes in Registrant's Certifying Accountant.

         On May 30,2002, Alteon Inc. (the "Company") dismissed Arthur Andersen
LLP ("Andersen") as the Company's principal independent accountants and engaged
KPMG LLP ("KPMG") to serve as the Company's principal independent accountants
for the fiscal year ending December 31, 2002.

         The Board of Directors reviewed whether or not the Company should
continue the retention of Andersen in light of recent events involving
Andersen, and following its review, authorized the engagement of KPMG in lieu
of Andersen.

         Andersen's reports on the Company's financial statements for the two
most recent fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.

         During the Company's two most recent fiscal years and the period from
the end of the most recent fiscal year to the date of dismissal of Andersen, (i)
there were no disagreements with Andersen on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure
which disagreements, if not resolved to Andersen's satisfaction, would have
caused Andersen to make reference to the subject matter of the disagreement(s)
in connection with its report and (ii) there were no "reportable events" as such
term is defined in Item 304(a)(1)(v) of Regulation S-K.

         The Company provided Andersen with a copy of this Form 8-K prior to its
filing with the Securities and Exchange Commission. Attached, as Exhibit 16, is
a copy of Andersen's letter to the Securities and Exchange Commission stating
its agreement with the statements concerning Andersen.

         During the Company's two most recent fiscal years and the period from
the end of the most recent fiscal year to the date of engagement of KPMG,
neither the Company nor anyone acting on its behalf consulted with KPMG with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, or any other matters or events
set forth in Item 304(b)(2)(i) and (ii) of Regulation S-K.

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

         (c)      Exhibits

                  16       Letter from Arthur Andersen LLP to the Securities and
                           Exchange Commission dated May 30, 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
                                        Chairman of the Board,
                                        President and Chief Executive Officer

Dated:  May 30, 2002