As Filed with the Securities and Exchange Commission on August 14 , 1996
Registration No. 33-69816
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
Alteon Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3304550
(State of Incorporation) (I.R.S. Employer Identification No.)
170 Williams Drive
Ramsey, New Jersey 07446
(201) 934-5000
(Name, address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
James J. Mauzey
Chief Executive Officer
Alteon Inc.
170 Williams Drive
Ramsey, New Jersey 07647
(201) 934-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
________________________
Copy to:
Richard J. Pinto, Esq.
Smith, Stratton, Wise, Heher & Brennan
600 College Road East
Princeton, New Jersey 08540
(609) 924-6000
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<PAGE>
REMOVAL OF SHARES FROM REGISTRATION
Pursuant to the undertaking of Alteon Inc. (the
"Registrant") contained in Part II of the Registration Statement
on Form S-3 (the "Registration Statement"), the Registrant hereby
removes from registration the 422,600 shares of its common stock
covered by the Registration Statement which remain unsold on the
date of filing of this Post-Effective Amendment No. 1 to the
Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Ramsey, State of New Jersey, on August 12, 1996.
ALTEON INC.
By: /s/ James J. Mauzey
_________________________
James J. Mauzey
Chairman of the Board and
Chief Executive Officer
