SECURITIES AND EXCHANGE COMMISSION
      
      WASHINGTON, D.C. 20549
      
      _________________
      
      FORM 10-Q
      
      ___________
      
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      
      SECURITIES EXCHANGE ACT OF 1934
      
      For the quarterly period ended September 30, 2001
      Commission File No. 0-31261 ATHEROGENICS, INC.(Exact name of registrant as specified in its charter) Georgia
58-210832(State of incorporation)
(I.R.S. Employer Identification Number) 8995 Westside Parkway, Alpharetta, Georgia 30004(Address of registrant's principal executive
      offices, including zip code)
      
      _______________________
      
      (Registrant's telephone number, including area code):
      (678) 336-2500
      
      Indicate by check mark whether the registrant:  (1) has
      filed all reports required to be filed by Section 13 or 15(d)
      of the Securities Exchange Act of 1934 during the preceding
      12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days. Yes [ X ]
       No [   ]  As of November 9, 2001, there were 27,793,173
      shares of the registrant's
      
      common stock outstanding.
      
      _________________________
      **ATHEROGENICS, INC.
      
      FORM 10-Q
      
      INDEX** PART I. FINANCIAL INFORMATION

          Page No.Item 1.  Financial Statements (unaudited)Condensed Balance SheetsSeptember 30, 2001 and December 31, 2000
            (audited)

          3Condensed Statements of OperationsThree and nine months ended September 30, 2001 and
            2000

          4Condensed Statements of Cash FlowsNine months ended September 30, 2001 and 2000

          5Notes to Condensed Financial Statements

          6Item 2.  Management's Discussion and
            Analysis of Financial Condition and Results of
            Operations

          8Item 3.  Quantitative and Qualitative
            Disclosures About Market Risk

          12PART II. OTHER INFORMATIONItem 2.  Changes in Securities and Use of
            Proceeds

          12Item 6.  Exhibits and Reports on Form 8-K

          13SIGNATURES


          14 2    PART I - FINANCIAL INFORMATION Item 1.  Financial Statements  ATHEROGENICS, INC.
      CONDENSED BALANCE SHEETS September 30,

          

          December 31,2001

          

          2000
        

        ASSETS

          (Unaudited)

          

          (Audited)Current assets:Cash and cash equivalents

          $44,305,168

          

          $26,463,070Short-term investments

          18,146,250

          

          27,518,169Accounts receivable

          538,511

          

          1,138,244Prepaid expenses, note receivable and other current
            assets

          732,028

          

          545,826Total current assets

          63,721,957

          

          55,665,309Equipment and leasehold improvements:Laboratory equipment

          1,506,705

          

          1,352,692Leasehold improvements

          1,352,270

          

          966,869Computer and office equipment

          831,731

          

          476,276Construction in progress

          14,250

          

          131,1853,704,956

          

          2,927,022Less accumulated depreciation and amortization

          1,506,124

          

          1,152,0282,198,832

          

          1,774,994Long-term note receivable

          132,174

          

          158,648Total assets

          $66,052,963

          

          $57,598,951LIABILITIES AND SHAREHOLDERS'
            EQUITYCurrent liabilities:Accounts payable

          $     503,906

          

          $     504,991Accrued development costs

          901,737

          

          342,210Accrued liabilities

          747,913

          

          517,312Accrued compensation

          608,817

          

          640,975Current portion of capitalized lease obligation

          94,349

          

          125,759Deferred revenues

          --

          

          1,111,111Total current liabilities

          2,856,722

          

          3,242,358Long-term portion of capitalized lease
            obligation

          --

          

          84,907Shareholders' equity:Preferred stock, no par value:  Authorized -
            5,000,000 shares

          --

          

          --Common stock, no par value:  Authorized -
            100,000,000 shares;issued and outstanding - 27,785,223 and
            23,909,295at September 30, 2001 and December 31, 2000,
            respectively

          121,708,097

          

          103,608,655Warrants

          771,713

          

          225,713Deferred stock compensation

          (3,791,133

          )

          (5,930,880

          )Accumulated deficit

          (55,550,528

          )

          (43,638,404

          )Accumulated other comprehensive income

          58,092

          

          6,602Total shareholders' equity

          63,196,241

          

          54,271,686Total liabilities and shareholders' equity

          $66,052,963

          

          $57,598,951 The accompanying notes are an integral part of these
      condensed financial statements. 3     ATHEROGENICS, INC.
      
      CONDENSED STATEMENTS OF OPERATIONS
      
      (Unaudited)  Three months ended

          Nine months endedSeptember 30,

          September 30,2001

          

          2000

          

          2001

          

          2000Revenues:License fees

          $             
            --

          

          $    833,333

          

          $   1,111,111

          

          $   2,499,999Research and development

          538,511

          

          1,071,822

          

          1,339,067

          

          3,560,486Total revenues

          538,511

          

          1,905,155

          

          2,450,178

          

          6,060,485Operating expenses:Research and development, excludingamortization of deferred stock compensation

          4,236,143

          

          3,597,324

          

          11,654,926

          

          9,211,361General and administrative, excludingamortization of deferred stock compensation

          942,574

          

          764,967

          

          2,837,846

          

          2,126,506Amortization of deferred stock compensation

          815,819

          

          2,018,616

          

          1,836,212

          

          5,970,675Total operating expenses

          5,994,536

          

          6,380,907

          

          16,328,984

          

          17,308,542Operating loss

          (5,456,025

          )

          (4,475,752

          )

          (13,878,806

          )

          (11,248,027

          )Net interest income

          593,806

          

          512,221

          

          1,966,682

          

          806,520Net loss

          $(4,862,219

          )

          $(3,963,531

          )

          $(11,912,124

          )

          $(10,441,537

          )Net loss per share - basic and diluted

          $  (0.18

          )

          $  (0.30

          )

          $  (0.47

          )

          $  (1.66

          )Weighted average shares outstanding- basic and diluted

          27,763,830

          

          13,399,032

          

          25,409,593

          

          6,295,537Pro forma net loss per share - basic and diluted

          $  (0.18

          )

          $  (0.20

          )

          $  (0.47

          )

          $  (0.59

          )Pro forma weighted average shares outstanding- basic and diluted

          27,763,830

          

          20,174,593

          

          25,409,593

          

          17,705,747 The accompanying notes are an integral part of these
      condensed financial statements. 4     ATHEROGENICS, INC.
      
      STATEMENTS OF CASH FLOWS
      
      (Unaudited) Nine months endedSeptember 30,2001

          

          2000Operating Activities:Net loss

          $(11,912,124

          )

          $(10,441,537

          )Adjustments to reconcile net loss to net cash used
            inoperating activities:Depreciation and amortization

          354,096

          

          316,755Amortization of deferred stock compensation

          1,836,212

          

          5,970,675Stock issued for services

          29,778

          

          60,652Changes in operating assets and liabilities:Accounts receivable

          599,733

          

          (81,767

          )Prepaid expenses, note receivable and other
            assets

          (159,728

          )

          (621,396

          )Accounts payable

          (1,085

          )

          (77,714

          )Accrued liabilities

          655,356

          

          812,368Deferred revenues

          (1,111,111

          )

          (2,500,000

          )Net cash used in operating activities

          (9,708,873

          )

          (6,561,964

          )Investing Activities:Purchases of equipment and leasehold
            improvements

          (777,934

          )

          (555,943

          )Sales of short-term investments

          9,423,409

          

          --Net cash provided by (used in) investing
            activities

          8,645,475

          

          (555,943

          )Financing Activities:Payments on capital lease

          (116,317

          )

          (162,027

          )Proceeds from the issuance of common stock

          18,928,055

          

          49,429,251Proceeds from the exercise of preferred stock
            warrants

          --

          

          636,635Proceeds from the issuance of common stock
            options

          93,758

          

          180,785Net cash provided by financing activities

          18,905,496

          

          50,084,644Increase in cash and cash equivalents

          17,842,098

          

          42,966,737Cash and cash equivalents at beginning of period

          26,463,070

          

          13,409,450Cash and cash equivalents at end of period

          $ 44,305,168

          

          $ 56,376,187Supplemental Disclosures of Cash Flow
            Information:Interest paid

          $        21,437

          

          $        29,122Equipment purchased under capitalized lease
            obligations

          --

          

          222,500 The accompanying notes are an integral part of these
      condensed financial statements. 5     ATHEROGENICS, INC.
      
       NOTES TO CONDENSED FINANCIAL STATEMENTS
      
        (Unaudited) 1.   Basis of Presentation
      
      The accompanying unaudited interim condensed financial
      statements reflect all adjustments (consisting solely of
      normal recurring adjustments) which management considers
      necessary for a fair presentation of the financial position,
      results of operations and cash flows of AtheroGenics for the
      interim periods.  Certain footnote disclosures normally
      included in financial statements prepared in accordance with
      generally accepted accounting principles have been condensed
      or omitted from the interim financial statements as permitted
      by the rules and regulations of the Securities and Exchange
      Commission.  Interim results are not necessarily
      indicative of results for the full year. 
      
      The interim results should be read in conjunction with the
      financial statements and notes thereto included in
      AtheroGenics' Annual Report on Form 10-K for the year
      ended December 31, 2000.  Shareholders are encouraged to
      review the Form 10-K for a broader discussion of
      AtheroGenics' opportunities and risks inherent in the
      business.  Copies of the Form 10-K are available on
      request.
      2.   Recently Issued Accounting Standards
      
      In October 2001, FASB issued Statement of Financial
      Accounting Standards No. 144, Accounting for the Impairment
      or Disposal of Long-lived Assets.  The statement
      supersedes FAS 121, Accounting for the Impairment of
      Long-lived Assets and for Long-lived Assets to be Disposed
      of, and supersedes the provisions of APB Opinion 30,
      Reporting the Results of Operations-Discontinued Events and
      Extraordinary Items, with regard to reporting the effects of
      a disposal of a segment of a business.  The statement
      provides a single accounting model for long-lived assets to
      be disposed of and significantly changes the criteria
      required to classify an asset as held-for-sale.  Under
      the statement, more dispositions will qualify for
      discontinued operations treatment in the income statement, as
      it requires expected future operating losses from
      discontinued operations to be displayed in discontinued
      operations in the period in which the losses are incurred.
      
      The statement is effective for fiscal years beginning after
      December 15, 2001.
      **3.   Net Loss per Share and Pro Forma
      Net Loss Per Share** 
      
      Net loss per share is computed using the weighted average
      number of shares of common stock outstanding.  Shares
      associated with stock options and warrants and the
      convertible preferred stock are not included because they are
      antidilutive.
      
      Pro forma net loss per share is computed using the weighted
      average number of shares of common stock outstanding,
      including pro forma effects of the automatic conversion of
      outstanding redeemable convertible preferred stock into
      shares of AtheroGenics' common stock effective upon the
      closing of AtheroGenics' initial public offering as if
      the conversion occurred on the date of original issuance. 6     The following is a reconciliation of the numerator and
      denominator of basic and diluted and pro forma basic and
      diluted net loss per share amounts: Three months ended

          

          Nine months endedSeptember 30,

          

          September 30,2001

          

          2000

          

          2001

          

          2000Basic and diluted:Net loss

          $ (4,862,219

          )

          $ (3,963,531

          )

          $ (11,912,124

          )

          $ (10,441,537

          )Weighted average shares used incomputing basic and dilutednet loss per share

          27,763,830

          

          13,399,032

          

          25,409,593

          

          6,295,537Basic and diluted net loss per share

          $  (0.18

          )

          $  (0.30

          )

          $  (0.47

          )

          $  (1.66

          )Pro forma basic and diluted:Shares used above

          27,763,830

          

          13,399,032

          

          25,409,593

          

          6,295,537Pro forma adjustment to reflectweighted average effect ofassumed conversion ofpreferred stock

          --

          

          6,775,561

          

          --

          

          11,410,210Pro forma weighted average sharesof common stock outstanding

          27,763,830

          

          20,174,593

          

          25,409,593

          

          17,705,747Basic and diluted pro forma netloss per share

          $  (0.18

          )

          $  (0.20

          )

          $  (0.47

          )

          $  (0.59

          ) **4.   Deferred Stock
      Compensation**
      
      During 2000 and 1999, in connection with the grant of certain
      options to employees and directors, AtheroGenics recorded
      non-cash deferred stock compensation of $12,093,928 and
      $1,895,160, respectively, representing the difference between
      the exercise price and the deemed fair value of
      AtheroGenics' common stock on the dates these stock
      options were granted.  These amounts are included as a
      reduction of shareholders' equity and are being amortized
      over the vesting periods of the individual options, generally
      four years, using the graded vesting method.  The graded
      vesting method provides for vesting of portions of the
      overall award at interim dates and results in higher vesting
      in earlier years than straight-line vesting.  The fair
      value of AtheroGenics common stock for purposes of this
      calculation was determined based on the business factors
      underlying the value of common stock on the date such option
      grants were made.  During the nine months ended
      September 30, 2001, AtheroGenics recorded a total of
      $1,613,666 of amortization of deferred stock compensation, as
      compared to $5,970,675 during the same period in the prior
      year.  Through September 30, 2001, the deferred stock
      compensation has decreased by $1,395,735 for options that
      were forfeited. In June 2001, in connection with the grant of certain
      warrants as part of a licensing agreement with National
      Jewish Medical and Research Center and options granted for
      the addition of new members to our Scientific Advisory Board,
      AtheroGenics recorded non-cash deferred stock compensation of
      $1,092,000.  The fair value of the warrants and options
      for purposes of this calculation was determined by using the
      Black Scholes model.  These amounts are included as a
      reduction of shareholders' equity and are being amortized
      over the vesting periods of the individual warrants and
      options, generally four years, using the graded vesting
      method.  During the nine months ended September 30,
      2001, AtheroGenics recorded a total of $222,546 of
      amortization of deferred stock compensation for these
      warrants and options. At September 30, 2001, AtheroGenics had a total of
      $3,791,133 remaining to be amortized over the vesting periods
      of the stock options. 7     Item 2.   Management's Discussion and
      Analysis of Financial Condition and Results of
      Operations  The following should be read with the financial
      statements and related footnotes and Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations included in AtheroGenics' Annual Report on
      Form 10-K.  The results discussed below are not
      necessarily indicative of the results to be expected in any
      future periods.  The following discussion contains
      forward-looking statements that are subject to risks and
      uncertainties which could cause actual results to differ from
      the statements made.
      OVERVIEW
      
      Since our operations began in 1994, we have focused on the
      discovery and development of novel therapeutics for the
      treatment of chronic inflammatory diseases.  Based on
      our proprietary vascular protectant technology platform, we
      have advanced two drug candidates into development, and are
      progressing on a number of other pre-clinical programs. 
      Our lead product candidate, AGI-1067, is currently in Phase
      II clinical trials for the treatment and prevention of
      post-angioplasty restenosis.  Our second product
      candidate, AGIX-4207, and related compound AGIX-4207 I.V., are
      currently in Phase I clinical trials to assess the safety and
      tolerability for the treatment of rheumatoid arthritis. 
      We have also nominated a third compound for clinical
      development, AGI-1096, a novel oral agent being developed for
      the prevention of solid organ transplant. In June 2001, we completed a private placement of
      3,585,000 shares of our common stock that raised gross
      proceeds of $20.6 million.  Net proceeds were
      approximately $18.9 million.  Both new and existing
      investors participated in the transaction. In June 2001, we entered into a worldwide exclusive
      license agreement with National Jewish Medical and Research
      Center to use their proprietary MEK kinases technology
      platform and other technologies, to discover and develop
      novel therapeutics for the treatment of inflammation and
      asthma. To date, we have devoted substantially all of our
      resources to research and development.  We have not
      received any commercial revenues from product sales. 
      Revenues have been derived from certain license fees of a
      non-recurring nature received in connection with entering
      into an exclusive license agreement with Schering-Plough
      Corporation.  This exclusive license agreement was
      recently terminated.  We expect to incur significant
      losses in most years prior to deriving any product revenue as
      we continue to increase research and development cost. 
      We have incurred significant losses since we began operations
      in 1994 and as of September 30, 2001, we had an accumulated
      deficit of $55.6 million.  We cannot assure you that we
      will become profitable.  We expect that losses will
      fluctuate from quarter to quarter and that these fluctuations
      may be substantial.  Our ability to achieve
      profitability depends upon our ability, alone or with others,
      to complete the successful development of our product
      candidates, to obtain required regulatory clearances, and to
      manufacture and market our future products.
      RESULTS OF OPERATIONS
      Comparison of the Three Month Periods Ended September 30,
      2001 and 2000
      Revenues
      
      Total revenues were $538,511 for the three months ended
      September 30, 2001, compared to $1.9 million in the three
      months ended September 30, 2000.  The decrease of $1.4
      million was primarily due to the completion, in April 2001,
      of amortization of a $5.0 million license fee that favorably
      impacted last year's revenue.  In addition, research
      revenues attributable to the license agreement were lower,
      reflecting reduced activities as we completed the final
      stages of the CART-1 (Canadian Antioxidant Restenosis
      Trial-1) Phase II clinical trial for AGI-1067.  We
      expect a further decline in revenues as the license agreement
      has recently been terminated.
      Expenses Research and Development.  Research and
      development expenses were $4.2 million for the three months
      ended September 30, 2001, compared to $3.6 million for
      the three months ended September 30, 2000.  The increase
      of $638,819, or 18%, reflects higher costs associated with
      the AGIX-4207 clinical trials, pre-clinical costs related to
      our other product development programs and the planned
      expansion of our internal research and development
      capabilities, including increased headcount and related
      expenses. 8     General and Administrative.  General and
      administrative expenses were $942,574 for the three months
      ended September 30, 2001, compared to $764,967 for the
      three months ended September 30, 2000.  The increase of
      $177,607, or 23%, was primarily due to higher professional
      fees, including legal and accounting fees, related to
      operating as a public company.
      Amortization of Deferred Stock Compensation.  In
      2000 and 1999, we recorded non-cash deferred stock
      compensation totaling approximately $14.0 million for options
      granted with exercise prices below the deemed fair value for
      financial reporting purposes of our common stock on their
      respective grant dates.  In June 2001, we recorded
      non-cash deferred stock compensation totaling approximately
      $1.1 million for certain warrants granted in connection with
      a licensing agreement with National Jewish Medical and
      Research Center and options granted to new members of our
      Scientific Advisory Board.  Amortization of deferred
      stock compensation was $815,819 for the three months ended
      September 30, 2001, compared to $2.0 million for the three
      months ended September 30, 2000.  This deferred stock
      compensation is being amortized using the graded vesting
      method, which results in higher amortization in the earlier
      years.
      Net Interest Income
      
      Net interest income was $593,806 for the three months ended
      September 30, 2001 as compared to net interest income of
      $512,221 for the three months ended September 30, 2000. 
      The increase in net interest income was due to an increased
      level of investments with funds received from our private
      placement financing.
      Comparison of the Nine Month Periods Ended September 30,
      2001 and 2000
      Revenues
      
      Total revenues were $2.5 million for the nine months ended
      September 30, 2001, compared to $6.1 million in the nine
      months ended September 30, 2000.  License fees of $1.1
      million and $2.5 million during the nine months ended
      September 30, 2001 and 2000, respectively, were attributable
      to an exclusive license agreement signed in October
      1999.  These amounts represent the earned portion of the
      $5.0 million initial license fee, which was amortized over 18
      months.  Amortization of the license fee was completed
      in April 2001.  Research and development revenues
      related to the license agreement were $1.3 million for the
      nine months ended September 30, 2001 and $3.6 million for the
      nine months ended September 30, 2000.  The lower
      research revenues reflect reduced activities as we completed
      the final stages of the CART-1 Phase II clinical trial for
      AGI-1067.  We expect a further decline in revenues as
      the license agreement has recently been terminated.
      Expenses
      Research and Development.  Research and
      development expenses were $11.7 million for the nine months
      ended September 30, 2001, compared to $9.2 million for
      the nine months ended September 30, 2000.  The increase
      of $2.4 million, or 27%, reflects higher costs
      associated with the AGIX-4207 clinical trials, pre-clinical
      costs related to our other product development programs and
      the planned expansion of our internal research and
      development capabilities.
      General and Administrative.  General and
      administrative expenses were $2.8 million for the nine months
      ended September 30, 2001, compared to $2.1 million for
      the nine months ended September 30, 2000.  The increase
      of $711,340, or 33%, was primarily due to higher professional
      fees related to operating as a public company and the
      addition of administrative personnel to support the continued
      growth of our research and development efforts.
      Amortization of Deferred Stock Compensation. 
      Amortization of deferred stock compensation was $1.8 million
      for the nine months ended September 30, 2001, compared to
      $6.0 million for the nine months ended September 30,
      2000.  This deferred stock compensation is being
      amortized using the graded vesting method, which results in
      higher amortization in the earlier years.  In addition,
      an adjustment of $753,666 was made during the first two
      quarters of 2001 to reduce amortization expense for options
      that have been forfeited. 9    Net Interest Income    LIQUIDITY AND CAPITAL RESOURCES              -

          the status of product development;-

          the time and cost involved in conducting clinical
            trials and obtaining regulatory approvals;-

          filing, prosecuting and enforcing patent claims;-

          competing technological and market developments;
            and-

          our ability to market and distribute our future
            products and establish new licensing agreements. FORWARD-LOOKING STATEMENTS
      
      The Private Securities Litigation Reform Act of 1995 (the
      "Reform Act") provides a safe harbor for
      forward-looking statements made by or on behalf of
      AtheroGenics.  AtheroGenics and its representatives may
      from time to time make written or verbal forward-looking
      statements, including statements contained in this report and
      our other filings with the Securities and Exchange Commission
      and in our reports to our shareholders.  Generally, the
      words "believe," "expect,"
      "intend," "estimate,"
      "anticipate," "will" and similar
      expressions identify forward-looking statements.  All
      statements which address operating performance, events or
      developments that we expect or anticipate will occur in the
      future, such as projections about our future results of 10       -

          AGI-1067, AGIX-4207, AGIX-4207 I.V. and AGI-1096 may
            fail in clinical trials;-

          our ability to generate positive cash flow in light
            of our history of operating losses;-

          our ability to successfully develop our other
            product candidates;-

          our ability to commercialize our product candidates
            if we fail to demonstrate adequately their safety and
            efficacy;-

          possible delays in our clinical trials;-

          our inability to predict whether or when we will
            obtain regulatory approval to commercialize our product
            candidates or the timing of any future revenue from
            these product candidates;-

          we will incur additional expenses for research and
            development of AGI-1067 as a result of the termination
            of our license agreement with  Schering-Plough,
            which could adversely impact our development of other
            product candidates and could materially adversely
            affect our financial liquidity;-

          our ability to protect adequately or enforce our
            intellectual property rights or secure rights to third
            party patents;-

          the ability of our competitors to develop and market
            anti-inflammatory products that are more effective,
            have fewer side effects or are less expensive than our
            current or future product candidates;-

          third parties' failure to synthesize and
            manufacture our product candidates could delay our
            clinical trials or hinder our commercialization
            prospects;-

          our ability to create sales, marketing and
            distribution capabilities or enter into agreements with
            third parties to perform these functions;-

          our ability to attract, retain and motivate skilled
            personnel and cultivate key academic
            collaborations;-

          if we need additional financing and cannot obtain
            it, we may not be able to develop or market our
            products;-

          our ability to obtain an adequate level of
            reimbursement or acceptable prices for our products;
            and-

          if plaintiffs bring product liability lawsuits
            against us, we may incur substantial financial loss or
            may be unable to obtain future product liability
            insurance at reasonable prices, if at all, either of
            which could diminish our ability to commercialize our
            future products. The foregoing list of important factors is not exclusive. 11    Item 3. Quantitative And Qualitative Disclosures About
      Market Risk     PART II - OTHER INFORMATION Item 2.  Changes in Securities and Use of
      Proceeds
      
      The Securities and Exchange Commission declared our
      Registration Statement on Form S-1 (File No. 333-31140)
      effective August 8, 2000.  The net proceeds from the
      sale of the 6,900,000 shares of common stock registered
      pursuant to the Registration Statement (including the
      exercise of the underwriters’ over-allotment option)
      were $49.4 million after deducting underwriting discounts of
      $3.9 million and offering expenses of $1.9 million. We expect to use the proceeds from our initial public
      offering for research and development activities, including
      clinical trials, process development and manufacturing
      support, and for general corporate purposes, including
      working capital.  A portion of the proceeds may be used
      to acquire or invest in complementary businesses, products or
      technologies.  As of September 30, 2001, the proceeds
      have been applied toward:  -

          purchases of fixed assets and leasehold
            improvements, $778,000;-

          operating activities, $9.7 million; and-

          investments in highly liquid, interest bearing,
            investment grade securities, $38.9 million. 12    Item 6.  Exhibits and Reports on Form 8-K
      
        (a) Exhibits
      
            Exhibit 10.16*

          Form of Common Stock Purchase Agreement dated as of
            June 19, 2001 between AtheroGenics, Inc. and the
            Purchasers named therein.10.17**+

          Exclusive License Agreement dated as of June 29,
            2001 between AtheroGenics, Inc. and National Jewish
            Medical and Research Center.---------*

          Filed as the exhibit with the same number with
            AtheroGenics' Registration Statement on Form S-1,
            Registration No. 333-64228, on June 29, 2001, and
            incorporated herein by reference.**

          Filed as the exhibit with the same number with
            Amendment No. 1 to AtheroGenics' Registration
            Statement on Form S-1, Registration No. 333-64228, on
            July 23, 2001 and incorporated herein by reference.+

          Certain confidential information contained in this
            document has been omitted and filed separately with the
            Commission pursuant to a request for confidential
            treatment under Rule 406 of the Securities Act of 1933,
            as amended.      13     SIGNATURES 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, thereunto duly
      authorized. ATHEROGENICS, INC.Date:  November 14, 2001.
By:  /s/RUSSELL M. MEDFORDRUSSELL M. MEDFORD, M.D., PH.D.  President and Chief Executive OfficerDate:  November 14, 2001.
By:  /s/MARK P. COLONNESEMARK P. COLONNESEVice President of Finance and Administration and Chief Financial Officer (Principal Accounting and Financial Officer) 14