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 10, 2004

                                   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.)

 6 Campus Drive, Parsippany, New Jersey                             07054
(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 4. Changes in Registrant's Certifying Accountant.

      KPMG LLP ("KPMG") has informed Alteon that it resigned as Alteon's
principal accountants effective August 10, 2004.

      KPMG's audit reports on Alteon's financial statements as of and for the
years ended December 31, 2003 and 2002 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 Alteon's two most recent fiscal years ended December 31, 2003 and
the subsequent interim period through the date of KPMG's resignation, (i) there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to KPMG's satisfaction, would have caused KPMG 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.

      Alteon provided KPMG with a copy of this Form 8-K prior to its filing with
the Securities and Exchange Commission and requested KPMG to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made above. Attached as Exhibit 16 is a copy of
KPMG's letter to the Securities and Exchange Commission.

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

      (c) Exhibits

            16 Letter from KPMG LLP to the Securities and Exchange Commission
      dated August 13, 2004.

      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, President & CEO

Dated:  August 13, 2004