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 March 31, 2002      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 May 9, 2002, there were 27,924,529      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 Sheets

March 31, 2002 and December 31, 2001

3

Condensed Statements of Operations

Three months ended March 31, 2002 and 2001

4

Condensed Statements of Cash Flows

Three months ended March 31, 2002 and 2001

5

Notes to Condensed Financial Statements

6

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

and Results of Operations

7

Item 3.  Quantitative and Qualitative            Disclosures About Market Risk

10

**PART II. OTHER INFORMATION**

Item 2.  Changes in Securities and Use of            Proceeds

11

Item 6.  Exhibits and Reports on Form 8-K

11

**SIGNATURES**

12

2

**PART I - FINANCIAL INFORMATION**

**Item 1.  Financial Statements**

****

**ATHEROGENICS, INC.****  CONDENSED BALANCE SHEETS**

**March 31,**

**December 31,**

**2002**

**2001**

**ASSETS**

(Unaudited)

(Audited)

Current assets:

Cash and cash equivalents

$ 32,580,844

$ 28,682,050

Short-term investments

19,200,566

29,757,945

Prepaid expenses, note receivable and other current            assets

524,584

576,734

Total current assets

52,305,994

59,016,729

Equipment and leasehold improvements:

Laboratory equipment

2,260,700

1,861,221

Leasehold improvements 

1,492,539

1,420,579

Computer and office equipment

1,063,638

968,329

Construction in progress

--

309,384

4,816,877

4,559,513

Accumulated depreciation and amortization

(1,818,683

)

(1,644,001

)

2,998,194

2,915,512

Long-term notes receivable

313,739

323,037

Total assets

$ 55,617,927

$ 62,255,278

**LIABILITIES AND SHAREHOLDERS'            EQUITY**

Current liabilities:

Accounts payable 

$                 828,187

$   1,121,550

Accrued research and development costs

1,518,376

1,307,435

Accrued liabilities

581,793

541,809

Accrued compensation

400,069

902,571

Current portion of capitalized lease obligation

63,128

87,101

Total current liabilities

3,391,553

3,960,466

Shareholders' equity:

Preferred stock, no par value:  Authorized -            5,000,000 shares

--

--

Common stock, no par value:  Authorized -            100,000,000

shares; issued and outstanding - 27,912,861 and

27,834,773 shares at March 31, 2002 and

December 31, 2001, respectively

121,904,995

121,723,102

Warrants

769,306

771,713

Deferred stock compensation

(2,623,006

)

(2,975,314

)

Accumulated deficit

(67,841,702

)

(61,277,987

)

Accumulated other comprehensive income

16,781

53,298

Total shareholders' equity

52,226,374

58,294,812

Total liabilities and shareholders' equity

$ 55,617,927

$ 62,255,278

      The accompanying notes are an integral part of these      condensed financial statements.

3

**ATHEROGENICS, INC.            CONDENSED STATEMENTS OF OPERATIONS            (Unaudited)**

****

**Three months ended**

**March 31,**

**2002**

**2001**

Revenues:

License fees

            $                          --

$     833,333

Research and development

--

597,089

Total revenues

--

1,430,422

Operating expenses:

Research and development, excluding

amortization of deferred stock compensation

5,385,614

3,571,888

General and administrative, excluding

amortization of deferred stock compensation

983,346

948,651

Amortization of deferred stock compensation

499,323

794,817

Total operating expenses

6,868,283

5,315,356

Operating loss

(6,868,283

)

(3,884,934

)

Net interest income

304,568

784,306

Net loss

$ (6,563,715

)

$ (3,100,628

)

Net loss per share - basic and diluted

            $                     (0.24

)

            $                     (0.13

)

Weighted average shares outstanding

- basic and diluted

27,876,269

23,939,682

      The accompanying notes are an integral part of these      condensed financial statements.      
4

****ATHEROGENICS, INC.**      CONDENSED STATEMENTS OF CASH FLOWS            (Unaudited)**

**Three months ended**

**March 31,**

**2002**

**2001**

**Operating activities:**

Net loss

$ (6,563,715

)

$ (3,100,628

)

Adjustments to reconcile net loss to net cash used            in

operating activities:

Depreciation and amortization

174,682

108,486

Amortization of deferred stock compensation

499,323

794,817

Stock issued for services

--

18,437

Changes in operating assets and liabilities:

Accounts receivable

--

359,560

Prepaid expenses, notes receivable and other            assets

61,448

36,174

Accounts payable 

(293,363

)

(178,909

)

Accrued liabilities

(251,577

)

(59,974

)

Deferred revenues

--

(833,333

)

Net cash used in operating activities

(6,373,202

)

(2,855,370

)

**Investing activities:**

Purchases of equipment and leasehold            improvements

(257,364

)

(336,947

)

Sales of short-term investments

10,520,862

18,513,742

Net cash provided by investing activities

10,263,498

18,176,795

**Financing activities:**

Payments on capital lease

(23,973

)

(45,187

)

Proceeds from the exercise of common stock            options

32,471

20,655

Net cash provided by (used in)

financing activities

8,498

(24,532

)

Increase in cash and cash equivalents

3,898,794

15,296,893

Cash and cash equivalents at beginning of period

28,682,050

26,463,070

Cash and cash equivalents at end of period

$ 32,580,844

$ 41,759,963

**Supplemental disclosures of cash flow            information:**

Interest paid

            $                     3,245

            $        11,868

Valuation adjustment for variable options and            warrants issued

for technology license agreement

147,015

--

      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, 2001.  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 July 2001, the Financial Accounting Standards Board      ("FASB") issued Statement of Financial Accounting      Standards ("SFAS") Nos. 141, *Business      Combinations* and SFAS 142, *Accounting for Goodwill and      Other Intangibles* ("SFAS 141" and "SFAS      142").  SFAS 141 requires that the purchase method      of accounting be used for all business combinations initiated      after June 30, 2001, and provides new criteria for      determining whether an acquired intangible asset should be      recognized separately from goodwill.  SFAS 142 requires      that goodwill and intangible assets with indefinite useful      lives no longer be amortized, but instead be tested for      impairment at least annually.  Intangible assets that      have finite lives will continue to be amortized over their      useful lives.  The adoption of SFAS 141 and SFAS 142 has      had no impact on AtheroGenics' financial statements.            In October 2001, the FASB issued SFAS No. 144, *Accounting      for the Impairment or Disposal of Long-lived Assets*,      ("SFAS 144") which is applicable to financial      statements issued for fiscal years beginning after December      15, 2001.  SFAS 144 establishes a new method of      accounting and reporting for the impairment of long-lived      assets other than goodwill and intangible assets.  The      statement provides a single accounting model for long-lived      assets to be disposed of and changes the criteria required to      classify an asset as held-for-sale.  The adoption of      SFAS 144 has had no impact on AtheroGenics' financial      statements.      ****3.   Net Loss per Share****      SFAS No. 128, *Earnings per Share,* requires      presentation of both basic and diluted earnings per      share.  Basic earnings per share is computed by dividing      net income (loss) by the weighted average number of shares of      common stock outstanding during the period.  Diluted      earnings per share is computed in the same manner as basic      earnings per share except that diluted earnings per share      reflects the potential dilution that would occur if      outstanding options and warrants were exercised.       Because AtheroGenics reported a net loss for all periods      presented, shares associated with stock options and warrants      are not included because they are antidilutive.  Basic      and diluted net loss per share amounts are the same for these      periods.      ****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 three months ended March      31, 2002, AtheroGenics recorded a total of $392,010 of      amortization of deferred stock compensation, as compared to      $794,817 during the same period in
6
	the prior year.       Through March 31, 2002, the deferred stock compensation has      been decreased by $1,395,735 for options that were forfeited.      

During 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.  At March 31, 2002, AtheroGenics recorded an      additional $147,015 in deferred stock compensation to      properly reflect the current fair market value of these      warrants and options.  During the three months ended      March 31, 2002, AtheroGenics recorded a total of $107,313 of      amortization of deferred stock compensation for these      warrants and options.      

At March 31, 2002, AtheroGenics had a total of $2,623,006      remaining to be amortized over the vesting periods of all      stock options and warrants.      **5.  Bank Credit Agreements**      On March 6, 2002, AtheroGenics entered into a revolving      credit facility with Silicon Valley Bank for up to a maximum      amount of $5,000,000 to be used for working capital      requirements.  Under the terms of the facility, interest      on advances is charged at the Bank's prime rate plus      1.50% per year, provided that certain liquidity levels are      maintained; otherwise interest will be charged at prime rate      plus 2.0% per year.  Amounts borrowed under the      revolving credit facility may be repaid and reborrowed at any      time and from time to time during the term of the      facility.  The revolving line of credit terminates on      September 5, 2004 and all outstanding amounts and accrued      interest will be due and payable on that date.  As of      March 31, 2002, there was no outstanding balance under the      revolving credit facility.            In addition, on March 6, 2002, AtheroGenics entered into an      equipment loan facility with Silicon Valley Bank for up to a      maximum amount of $2,500,000 to be used to finance existing      and new equipment purchases.  Under the terms of the      facility, AtheroGenics may request up to six equipment      advances until September 6, 2002.  The interest rate on      the equipment advances will be equal to the greater of (1)      the Bank's prime rate plus 3.0% or (2) 7.5% per year and      will be fixed at the time of each advance.  Amounts      borrowed under the equipment loan facility will be repaid in      33 equal installments of principal and interest beginning on      the first business day of the month following an      advance.  As of March 31, 2002, there was no outstanding      balance under the equipment loan facility.      **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, development and commercialization of novel drugs      for the treatment of chronic inflammatory diseases, such as      atherosclerosis, rheumatoid arthritis and asthma.  Based      on our proprietary vascular protectant technology platform,      we have advanced three drug candidates into development, and      are progressing on a number of other pre-clinical      programs.  Our lead drug candidate, AGI-1067, is      currently in Phase IIb clinical trials for the treatment and      prevention of post-angioplasty restenosis and      atherosclerosis.  Our second drug candidate, AGIX-4207,      has completed initial Phase I clinical trials in both oral      and intravenous formulations to assess the safety and      tolerability for the treatment of rheumatoid arthritis, and      we are designing Phase II clinical trials.  Our third      drug candidate, AGI-1096, is in Phase I clinical trials to      assess the safety and tolerability of this compound, which is      being developed for the prevention of solid organ transplant      rejection.

      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.  This exclusive license agreement
7
      was terminated in October 2001.  We expect to incur      significant losses in most years prior to deriving any      product revenue as we continue to increase research and      development costs.  We have incurred significant losses      since we began operations in 1994 and as of March 31, 2002,      we had an accumulated deficit of $67.8 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 a variety of factors,      including 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 March 31, 2002      and 2001***Revenues*      There were no revenues during the three months ended March      31, 2002, compared to $1.4 million in the three months ended      March 31, 2001.  Last year's revenue of $1.4 million      was due to the amortization of the remaining $5.0 million      license fee payment and research and development revenue      attributable to a license agreement that was terminated in      October 2001.      *Expenses*

*Research and Development.*  Research and      development expenses were $5.4 million for the three months      ended March 31, 2002, compared to $3.6 million for the three      months ended March 31, 2001.  The increase of $1.8      million, or 51%, reflects higher costs associated with      conducting clinical trials for AGI-1067, AGIX-4207 I.V. and      AGI-1096.  Drug discovery activities related to our MEKK      anti-inflammation technology platform have also contributed      to the increase in research expenses.      *General and Administrative.*  General and      administrative expenses were $983,346 for the three months      ended March 31, 2002, compared to $948,651 for the three      months ended March 31, 2001.  The slight increase of      $34,695, or 4%, in expenses was due to the impact of ordinary      increases in compensation and administrative operating costs.      *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 $499,323 for the three months ended      March 31, 2002, compared to $794,817 for the three months      ended March 31, 2001.  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 $304,568 for the three months ended      March 31, 2002 as compared to net interest income of $784,306      for the three months ended March 31, 2001.  The decrease      in net interest income is a reflection of lower average      interest rates.      **LIQUIDITY AND CAPITAL RESOURCES**      Since inception, we have financed our operations primarily      through private placements of preferred stock and our initial      public offering of 6.9 million shares of our common stock      that raised net proceeds of $49.4 million.  In June      2001, we completed a private placement of 3.6 million shares      of our common stock that raised net proceeds of $18.9      million.  At March 31, 2002, we had cash, cash      equivalents and short-term investments of $51.8 million,      compared with $58.4 million at December 31, 2001.       Working capital at March 31, 2002 was $48.9 million, compared      to $55.1 million at December 31, 2001.  The decrease in      cash, cash equivalents, short-term investments and working      capital is primarily due to the use of funds for operating      purposes and purchases of equipment.            Net cash used in operating activities was $6.4 million for      the three months ended March 31, 2002, compared to $2.9
8
      million for the three months ended March 31, 2001.  The      increase in the use of cash in operating activities is      principally due to increased expenditures for the CART-2      Phase IIb study for AGI-1067 and Phase I clinical trials for      AGIX-4207 I.V. and AGI-1096.            Net cash provided by investing activities was $10.3 million      for the three months ended March 31, 2002, compared to $18.2      million provided by investing activities for the three months      ended March 31, 2001.  Net cash provided by investing      activities during the three months ended March 31, 2002 and      2001 consisted primarily of the sales of short-term      investments, with the proceeds reinvested in cash      equivalents, partially offset by the purchase of equipment      and leasehold improvements.            Net cash provided by financing activities was $8,498 for the      three months ended March 31, 2002, compared to $24,532 used      in financing activities for the three months ended March 31,      2001.  Net cash provided by financing activities in the      three months ended March 31, 2002 consisted primarily of      proceeds from the exercise of common stock options offset by      capital lease payments.  Net cash used in financing      activities in the three months ended March 31, 2001      consisted primarily of capital lease payments offset by      proceeds from the exercise of common stock options.  In      March 2002, we entered into a revolving credit facility with      Silicon Valley Bank in the amount of up to $5.0 million to be      used for working capital requirements.  In addition, we      entered into an equipment loan facility with Silicon Valley      Bank in the amount of up to $2.5 million to be used to      finance existing and new equipment purchases.  At March      31, 2002 there were no outstanding balances on either the      revolving credit facility or the equipment loan facility.            As collateral for the revolving credit facility and for the      equipment loan facility, AtheroGenics granted to Silicon      Valley Bank a security interest in all of its assets other      than its intellectual property, and granted a negative pledge      on its intellectual property.            Based upon the current status of our product development and      commercialization plans, we believe that our existing cash      and cash equivalents, along with our revolving credit      facility and equipment loan facility with Silicon Valley      Bank, will be adequate to satisfy our capital needs for at      least the next 12 months.  However, our actual capital      requirements will depend on many factors, including:      

**-  **

the status of product development;

**-  **

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

**-  **

the costs of filing, prosecuting and enforcing            patent  and other intellectual property            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      operations or our financial condition, research, development      and commercialization of our product candidates and      anticipated trends in our business, are forward-looking      statements within the meaning of the Reform Act.  The      forward-looking statements are and will be based on      management's then current views and assumptions regarding      future events and operating performance, and speak only as of      their dates.  AtheroGenics undertakes no obligation to      publicly update or revise any forward-looking statements,      whether as a result of new information, future events or      otherwise.      

9

The following are some of the factors that could affect      our financial performance or could cause actual results to      differ materially from those expressed or implied in our      forward-looking statements:      

**-  **

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;

**-  **

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;

**-  **

our inability to obtain additional financing on            satisfactory terms, which could preclude us from

developing or marketing 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.      **Item 3. Quantitative And Qualitative Disclosures About      Market Risk**      Market risk represents the risk of loss that may impact our      financial position, operating results or cash flows due to      changes in U.S. interest rates.  This exposure is      directly related to our normal operating activities.       Our cash, cash equivalents and short-term investments are      invested with high quality issuers and are generally of a      short-term nature.  Interest rates payable on our lease      obligations are generally fixed.  As a result, we do not      believe that near-term changes in interest rates will have a      material effect on our future results of operations.      

10
****
**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 March 31, 2002, the proceeds have      been applied toward:

**-  **

purchases of fixed assets and leasehold            improvements, $1.9 million;

**-  **

operating activities, $19.2 million; and

**-  **

investments in highly liquid, interest bearing,            investment grade securities, $28.3 million.

**Item 6.  Exhibits and Reports on Form 8-K**      (a) Exhibits      

Exhibit No.

10.20(a)* 

Revolving Promissory Note dated March 6, 2002            between AtheroGenics, Inc. and Silicon Valley

Bank.

10.20(b)* 

Equipment Term Note dated March 6, 2002 between            AtheroGenics, Inc. and Silicon Valley

Bank.

10.20(c)* 

Loan and Security Agreement dated March 6, 2002            between AtheroGenics, Inc. and Silicon

Valley Bank.

10.20(d)* 

Negative Pledge Agreement dated March 6, 2002            between AtheroGenics, Inc. and Silicon Valley

Bank.

__________

*  Filed herewith.            

      (b) Reports on Form 8-K      

None.      
11
**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:  May 10,            2002                                  

By:  /s/MARK P. COLONNESE

                                                                                           

MARK P. COLONNESE

                                                                               

Senior Vice President of Finance and Administration            and

                                                                               

Chief Financial Officer (Principal Accounting            and

                                                                               

Financial Officer)

12