SECURITIES AND EXCHANGE COMMISSION

                             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) August 12, 2004
                                                         ---------------


                                   ALTEON INC.
                                   -----------
               (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.)


       6 Campus Drive, Parsippany, New Jersey                     07054
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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 August 12, 2004, Alteon issued the following press release:

                                      ****

ALTEON ANNOUNCES RESIGNATION OF SENIOR VICE PRESIDENT ROBERT C. DEGROOF, PH.D.

PARSIPPANY, N.J., Aug. 12 /PRNewswire-FirstCall/ -- Alteon Inc. today
announced the resignation of Robert C. deGroof, Ph.D., Senior Vice
President of Scientific Affairs, effective September 9, 2004. Dr. deGroof
joined Alteon in 1999 and has been responsible for overseeing the clinical
development of Alteon's lead compound, alagebrium. He will continue his
relationship with Alteon as a consultant.

"We thank Bob for his important contributions to Alteon as a member of the
management team, and look forward to working with him in his new role as a
clinical consultant. During Bob's tenure at Alteon, we have completed several
important clinical trials of alagebrium and have recently launched more
definitive Phase 2 studies," said Kenneth I. Moch, President and CEO. "In
addition, Bob has helped put in place a team of senior professionals with deep
clinical and regulatory experience who will continue to lead our efforts in the
development of alagebrium."

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 has created a library of novel
classes of compounds targeting the A.G.E. Pathway. Alteon's lead compound
alagebrium chloride (formerly ALT-711), the only A.G.E. Crosslink Breaker in
advanced human testing, has demonstrated safety and efficacy in several Phase 2
trials and is actively being developed for systolic hypertension and heart
failure. Ongoing clinical trials include SPECTRA (Systolic Pressure Efficacy and
Safety Trial of Alagebrium) and PEDESTAL (Patients with Impaired Ejection
Fraction and Diastolic Dysfunction: Efficacy and Safety Trial of ALagebrium).
For more information on Alteon, visit the company's website at
http://www.alteon.com.

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. -0- 08/12/2004 /CONTACT: Susan M. Pietropaolo, Director,
Corporate Communications & Investor Relations of Alteon Inc., +1-201-818-5537/
/Web site: http://www.alteonpharma.com / (ALT)

                                      ****

      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:  August 13, 2004