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) March 26, 2003

                                   ALTEON INC.
               (Exact Name of Registrant as Specified in Charter)

         Delaware                          001-16043         13-3304550
         (State or Other  Jurisdiction   (Commission      (I.R.S. Employer
         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 March 26, 2003, Alteon Inc. issued the following press release:

"Alteon Inc. (ticker: ALT, exchange: American Stock Exchange) News Release -


RAMSEY, N.J., Mar 26, 2003 /PRNewswire-FirstCall via COMTEX/ -- Alteon Inc.
(Amex: ALT) announced today that it has agreed to sell 2.3 million shares of
common stock at $3.50 per share to institutional investors, for net proceeds
after expenses and fees of approximately $7.7 million. The agreement is subject
to customary closing conditions. The shares are offered through a prospectus
supplement pursuant to the company's effective shelf registration statement. WR
Hambrecht + Co served as placement agent in this transaction.

"The funds from this offering will be used to accelerate and expand the clinical
and commercial development program for our lead product, ALT-711, and will also
allow us to advance the development of the most promising new drugs in our
pharmaceutical product pipeline," said Kenneth I. Moch, President and Chief
Executive Officer of Alteon.

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 Glycation 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, has demonstrated positive results in two
Phase 2a trials, in cardiovascular compliance and in the DIAMOND trial in
diastolic heart failure. The compound is currently being evaluated in the Phase
2b SAPPHIRE clinical trial focused on patients with systolic hypertension and
the Phase 2b SILVER trial in patients with systolic hypertension and left
ventricular hypertrophy, for which data will be reported 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.

SOURCE Alteon Inc.

CONTACT: Susan M. Pietropaolo, Director, Corporate Communications & Investor
Relations of Alteon Inc., +1-201-818-5537, or

URL: "

                                  * * * * * * *

         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:   March 26, 2003