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 26, 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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      [ ]   Written communications pursuant to Rule 425 under the Securities Act

      [ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

      [ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act

      [ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act


Item 4.01.  Changes in Registrant's Certifying Accountant.

      On August 26, 2004, the Audit Committee of the Board of Directors of
Alteon Inc. ("Alteon") engaged J.H. Cohn LLP ("J.H. Cohn") as Alteon's new
Independent Registered Public Accounting Firm for the fiscal year ended
December 31, 2004. The engagement was effective immediately.

      During Alteon's two most recent fiscal years and the period from the end
of the most recent fiscal year to the date of engagement of J.H. Cohn, neither
Alteon nor anyone acting on its behalf consulted with J.H. Cohn 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
Alteon's financial statements, or any other matters or events set forth in Items
304(b)(2)(i) and (ii) of Regulation S-K.

      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 31, 2004