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) December 27, 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

          (Former Name or Former Address, If Changed Since Last Report)

Item 5. Other Events

      On December 27, 2002, Alteon Inc. issued the following press release:


Company Completes Previously Announced Financing for $3 Million -

RAMSEY, N.J., Dec. 27 /PRNewswire-FirstCall/ -- Alteon Inc. (Amex: ALT)
announced today that it has received $646,500 from the sale of its net operating
loss carryovers (NOLS) under the State of New Jersey's Technology Business Tax
Certificate Transfer Program (the "Program").

The Program is an initiative passed by the New Jersey State Legislature that
allows qualified technology and biotechnology businesses in New Jersey to sell
unused amounts of NOLS and defined Research and Development tax credits for
cash. During the four years of the Program's existence, Alteon has received
approximately $6 million in non-equity cash.

In addition, Alteon has closed a stock purchase agreement, announced earlier
this week, to sell common stock to a group of institutional investors, raising
proceeds of $3 million.

About Alteon

Alteon is developing several new classes of drugs that reverse or slow down
diseases of aging and complications of diabetes. These compounds have an impact
on a fundamental pathological process caused by protein-glucose complexes called
Advanced Glycosylation End-products (A.G.E.s). The formation and crosslinking of
A.G.E.s lead to a loss of flexibility and function in body tissues, organs and
vessels and have been shown to be a causative factor in many age-related
diseases and diabetic complications. Alteon is initially developing therapies
for cardiovascular and kidney diseases in older or diabetic individuals.

Alteon has created a library of novel classes of compounds targeting the A.G.E.
Pathway. These include A.G.E. Crosslink Breakers, A.G.E. Formation Inhibitors
and Glucose Lowering Agents. The Company's lead A.G.E. Crosslink Breaker,
ALT-711, is being evaluated in the Phase IIb SAPPHIRE clinical trial focused on
patients with systolic hypertension, the Phase IIb SILVER trial in patients with
systolic hypertension and left ventricular hypertrophy, and the Phase IIa
DIAMOND trial in patients with diastolic heart failure. The data from the
DIAMOND is expected in 1Q'03, and the SAPPHIRE and SILVER trials will be
unblinded concurrently about mid-year. Other A.G.E. compounds are being
evaluated for skin aging and additional

indications. For more information on Alteon, visit the Company's website at

Any statements contained in this press release that relate to future plans,
events or performance are forward-looking statements that involve risks and
uncertainties including, but not limited to, those relating to technology and
product development (including the possibility that early clinical trial results
may not be predictive of results that will be obtained in large-scale testing or
that any clinical trials will not demonstrate sufficient safety and efficacy to
obtain requisite approvals or will not result in marketable products),
regulatory approval processes, intellectual property rights and litigation,
competitive products, ability to obtain financing, and other risks identified in
Alteon's filings with the Securities and Exchange Commission. The information
contained in this press release is accurate as of the date indicated. Actual
results, events or performance may differ materially. Alteon undertakes no
obligation to publicly release the result of any revision to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

                                  * * * * * * *

      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/ Elizabeth O'Dell
                                                Elizabeth O'Dell
                                                Vice President, Finance

Dated: January 2, 2003