UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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):
                                February 24, 2004


                         AVANT IMMUNOTHERAPEUTICS, INC.
               (Exact name of registrant as specified in charter)


            Delaware                 0-15006                   13-3191702
(State or other jurisdiction    (Commission file number)     (IRS employer
        of incorporation)                                    identification no.)


                                119 Fourth Avenue
                          Needham, Massachusetts 02494
               (Address of principal executive offices) (Zip code)


               Registrant's telephone number, including area code:
                                 (781) 433-0771









ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          (c)  Exhibits.

               99.1   The Company's Press Release dated February 24, 2004.

ITEM 9.  REGULATION FD DISCLOSURE.

                           The following information is furnished under Item 12
                           of Form 8-K "Results of Operations and Financial
                           Condition". This information is being furnished and
                           shall not be deemed "filed" for the purposes of
                           Section 18 of the Securities Exchange Act of 1934 or
                           otherwise subject to the liabilities of that Section.
                           The information in this Current Report on Form 8-K
                           shall not be incorporated by reference into any
                           registration statement or other document pursuant to
                           the Securities Act of 1933 as amended.

                           On February 24, 2004, the Company issued a press
                           release which is attached to this Form 8-K as Exhibit
                           99.1 and incorporated herein by reference.












                                   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 hereunto duly authorized.


                                AVANT IMMUNOTHERAPEUTICS, INC.



Date:  February 24, 2004        By:   /s/ Avery W. Catlin
                                   ---------------------------------------------
                                     Avery W. Catlin
                                     Senior Vice President and
                                     Chief Financial Officer











                                  EXHIBIT INDEX


Exhibit
Number                      Description
------                      -----------

99.1                        The Company's Press Release dated February 24, 2004