8-K

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): March 20, 2009

ATHEROGENICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Georgia	0-31261	58-2108232
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

8995 Westside Parkway

Alpharetta, GA  30009

(Address of principal executive offices)

Registrant's telephone number, including area code (678) 336-2500

_________________

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 (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

AtheroGenics, Inc. (the “Company”) is required to file monthly operating reports in the United States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”). On March 20, 2009, the Company filed its monthly operating report for the month ended February 28, 2009 with the Bankruptcy Court.  Selected financial information for the month of February included in the monthly operating report (the “Selected Financial Information”) is attached hereto as Exhibit 99.1.

The information contained in the Selected Financial Information is preliminary and subject to revision, and the Company cautions readers not to place undue reliance upon this information. The Selected Financial Information is unaudited, in a format prescribed by applicable bankruptcy laws, and has not been prepared in conformity with generally accepted accounting principles. The information in the Selected Financial Information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in a periodic report filed pursuant to the Securities Exchange Act of 1934, as amended. The information set forth in the Selected Financial Information should not be viewed as indicative of future results and should not be used for investment purposes.

Item 9.01.  Financial Statements and Exhibits.

The following exhibit is furnished as part of this current report on Form 8-K.

Exhibit No.		Description
99.1	–	Selected Financial Information

SIGNATURE

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.

	ATHEROGENICS, INC.
Date:  March 23, 2009	By:  /s/MARK P. COLONNESE
	Mark P. Colonnese
	Executive Vice President, Commercial Operations
	and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1	–	Selected Financial Information

EX-99.1

EXHIBIT 99.1

ATHEROGENICS, INC.

(Debtor-in-Possession)

BALANCE SHEET

February 28, 2009

(Unaudited)

Assets
Current assets:
Cash and cash equivalents	$    47,785,469
Prepaid expenses	328,945
Interest receivable and other current assets	17,579
Total current assets	48,131,993
Equipment and leasehold improvements, net of accumulated depreciation
and amortization	703,116
Total assets	$    48,835,109
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable	$          50,894
Accrued compensation	158,192
Accrued and other liabilities	165,150
Total current liabilities not subject to compromise	374,236
Prepetition liabilities	306,680,232
Shareholders' deficit
Common stock	218,861,985
Warrants	598,172
Accumulated deficit	(477,679,516	)
Total shareholders' deficit	(258,219,359	)
Total liabilities and shareholders' deficit	$    48,835,109

ATHEROGENICS, INC.

(Debtor-in-Possession)

STATEMENT OF OPERATIONS

For the month ended February 28, 2009

(Unaudited)

Revenues	$                    —
Operating expenses (1):
Research and development	687,182
General and administrative	424,514
Total operating expenses	1,111,696
Operating loss	(1,111,696	)
Interest and other income	—
Interest expense	—
Net loss before reorganization items	(1,111,696	)
Reorganization items, net	(121,581	)
Net loss	$      (1,233,277	)
Net loss per share –
basic and diluted	$               (0.03	)
Weighted average shares
outstanding – basic and diluted	39,518,492

(1) Operating expenses include non-cash depreciation expense of $195,171.