As filed with the Securities and Exchange Commission on June 28, 2002
                                                     Registration No. 333-______
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CELLEGY PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


              California                                     82-0429727
     (State or Other Jurisdiction                         (I.R.S. Employer
   of Incorporation or Organization)                     Identification No.)


                      349 Oyster Point Boulevard, Suite 200
                      South San Francisco, California 94080
                    (Address of Principal Executive Offices)

                           1995 Equity Incentive Plan
                        1995 Directors' Stock Option Plan
                            (Full Title of the Plans)

                               K. Michael Forrest
                             Chief Executive Officer
                          Cellegy Pharmaceuticals, Inc.
                      349 Oyster Point Boulevard, Suite 200
                      South San Francisco, California 94080
                                 (650) 616-2200
            (Name, Address and Telephone Number of Agent For Service)

                                   Copies to:

                              C. Kevin Kelso, Esq.
                               Fenwick & West LLP
                            815 Connecticut Avenue NW
                             Washington, D.C. 20006
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                                Amount          Proposed Maximum        Proposed Maximum       Amount of
                                                 to be         Offering Price Per      Aggregate Offering    Registration
  Title of Securities to be Registered        Registered              Share                 Price                Fee

<S>                                          <C>                    <C>                    <C>                   <C>
       Common Stock, no par value            1,500,000 (1)          $2.10 (2)              $3,150,000            $831.60
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Represents  1,400,000 additional shares that are reserved for issuance upon
     the exercise of stock options under the Registrant's  1995 Equity Incentive
     Plan (the "Incentive  Plan").  Also includes 100,000 additional shares that
     are available for issuance under the  Registrant's  1995  Directors'  Stock
     Option Plan (the "Directors Plan").  Shares issuable upon exercise of stock
     options  granted under these two plans were  originally  registered on Form
     S-8  Registration  Statements filed on August 30, 1995, June 14, 1996 (file
     no. 333-06065), July 29, 1997 (file no. 333-32301), July 31, 1998 (file no.
     333-60343)  and August 2, 2000 (file no.  333-42840).  A total of 3,450,000
     shares  issuable under the Incentive Plan have  previously  been registered
     under the Securities Act of 1933, as amended (the "Securities  Act"), and a
     total of 250,000 shares  issuable under the Directors Plan have  previously
     been registered under the Securities Act.

(2)  Estimated  pursuant to Rule 457(c) under the  Securities  Act, based on the
     average  of the high and low  prices of the  Registrant's  Common  Stock as
     reported by the Nasdaq  National  Market on June 26,  2002,  solely for the
     purpose of calculating the amount of the registration fee.


<PAGE>

                          CELLEGY PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Previous Registration Statements


         This  Registration  Statement  is being filed with the  Securities  and
Exchange  Commission  (the  "Comission")  to include an 1,400,000  shares of the
Registrant's  common stock  covered by the  Registrant's  1995 Equity  Incentive
Plan, as amended (the "Incentive Plan"), and an additional 100,000 shares of the
Registrant's  common stock covered by the  Registrant's  1995  Directors'  Stock
Option Plan, as amended (the  "Directors  Plan").  With respect to the Incentive
Plan, the contents of the Registrant's  registration statement on Form S-8 (file
no.  333-42840)  previously  filed with the  Commission  on August 2, 2000,  are
incorporated  herein by  reference.  With  respect to the  Directors  Plan,  the
contents  of the  Registrant's  registation  statement  on Form  S-8  (file  no.
333-42840)  previously  filed with the  Commission on August 2, 2000, are hereby
incorporated by reference.



<PAGE>

                                   SIGNATURES



         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of South San Francisco,  State of  California,  on this
28th day of June, 2002.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints K. Michael Forrest and A. Richard Juelis,
and each of them, his or her true and lawful  attorneys-in-fact  and agents with
full  power of  substitution,  for him or her and in his or her name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this  Registration  Statement on Form S-8, and to
file  the  same  with all  exhibits  thereto  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents or any of them, or his or her or their  substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                CELLEGY PHARMACEUTICALS, INC.


                                                By: /s/ K. Michael Forrest
                                                    K. Michael Forrest
                                                    Chairman, President,
                                                    Chief Executive Officer
                                                    and Director

<TABLE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<CAPTION>

                 Signature                                     Title                          Date
                 ---------                                     -----                          ----

Principal Executive Officer:

<S>                                           <C>                                      <C>
/s/ K. Micheal Forrest                        President, Chief Executive Officer       June 28, 2002
------------------------------------          and Director
K. Michael Forrest

Principal Financial Officer
and Principal Accounting Officer:

/s/ A. Richard Juelis                         Vice President, Finance and Chief        June 28, 2002
------------------------------------          Financial Officer
A. Richard Juelis

Additional Directors:

/s/ Felix J. Baker, Ph.D.                     Director                                 June 28, 2002
------------------------------------
Felix J. Baker, Ph.D.

/s/ Julian C. Baker                           Director                                 June 28, 2002
------------------------------------
Julian C. Baker.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>


<S>                                           <C>                                      <C>
/s/ Jack L. Bowman                            Director                                 June 28, 2002
------------------------------------
Jack L. Bowman

/s/ Tobi B. Klar, M.D.                        Director                                 June 28, 2002
------------------------------------
Tobi B. Klar, M.D.

/s/ Ronald J. Saldarini, Ph.D.                Director                                 June 28, 2002
------------------------------------
Ronald J. Saldarini, Ph.D.

/s/ Alan A. Steigrod                          Director                                 June 28, 2002
------------------------------------
Alan A. Steigrod

/s/ Carl R. Thornfeldt, M.D.                  Director                                 June 28, 2002
------------------------------------
Carl R. Thornfeldt, M.D.

/s/ Larry J. Wells                            Director                                 June 28, 2002
------------------------------------
Larry J. Wells
</TABLE>


                                       4
<PAGE>


                                  Exhibit Index


Exhibit No.                                   Description

  4.01        Registrant's   Amended  and  Restated  Articles  of  Incorporation
              (incorporated  herein by reference to Exhibit 3.2 to  Registrant's
              Registration Statement on Form SB-2 (Registration No. 33-93288 LA)
              declared effective on August 11, 1995 (the "SB-2").

  4.02        Registrant's Bylaws, as amended  (incorporated herein by reference
              to Exhibit 3.3 to the SB-2).

  4.03        Registrant's 1995 Equity Incentive Plan, as amended.

  4.04        Registrant's 1995 Directors' Stock Option Plan, as amended.

  5.01        Opinion of Fenwick & West LLP.

 23.01        Consent of Fenwick & West LLP (included in Exhibit 5.01).

 23.02        Consent of Ernst & Young LLP, Independent Auditors.

 24.01        Power of Attorney (see signature page)


                                       5
[{"type": "S-8", "sequence": "1", "filename": "p15702_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10926}]
{"company-data": {"conformed-name": "CELLEGY PHARMACEUTICALS INC", "cik": "0000887247", "assigned-sic": "2834", "irs-number": "820429727", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91588", "film-number": "02692316"}, "business-address": {"street1": "349 OYSTER POINT BLVD.", "street2": "SUITE 200", "city": "SO. SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "6506262200"}, "mail-address": {"street1": "349 OYSTER POINT BLVD.", "street2": "SUITE 200", "city": "SO. SAN FRANCISCO", "state": "CA", "zip": "94080"}}
As filed with the Securities and Exchange Commission on June 28, 2002
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CELLEGY PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              California                                     82-0429727
     (State or Other Jurisdiction                         (I.R.S. Employer
   of Incorporation or Organization)                     Identification No.)

                      349 Oyster Point Boulevard, Suite 200
                      South San Francisco, California 94080
                    (Address of Principal Executive Offices)

                           1995 Equity Incentive Plan
                        1995 Directors' Stock Option Plan
                            (Full Title of the Plans)

                               K. Michael Forrest
                             Chief Executive Officer
                          Cellegy Pharmaceuticals, Inc.
                      349 Oyster Point Boulevard, Suite 200
                      South San Francisco, California 94080
                                 (650) 616-2200
            (Name, Address and Telephone Number of Agent For Service)

                                   Copies to:

                              C. Kevin Kelso, Esq.
                               Fenwick & West LLP
                            815 Connecticut Avenue NW
                             Washington, D.C. 20006

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                Amount          Proposed Maximum        Proposed Maximum       Amount of
                                                 to be         Offering Price Per      Aggregate Offering    Registration
  Title of Securities to be Registered        Registered              Share                 Price                Fee
Common Stock, no par value            1,500,000 (1)          $2.10 (2)              $3,150,000            $831.60
-----------------------------------------------------------------------------------------------------------------------------
(1)  Represents  1,400,000 additional shares that are reserved for issuance upon
     the exercise of stock options under the Registrant's  1995 Equity Incentive
     Plan (the "Incentive  Plan").  Also includes 100,000 additional shares that
     are available for issuance under the  Registrant's  1995  Directors'  Stock
     Option Plan (the "Directors Plan").  Shares issuable upon exercise of stock
     options  granted under these two plans were  originally  registered on Form
     S-8  Registration  Statements filed on August 30, 1995, June 14, 1996 (file
     no. 333-06065), July 29, 1997 (file no. 333-32301), July 31, 1998 (file no.
     333-60343)  and August 2, 2000 (file no.  333-42840).  A total of 3,450,000
     shares  issuable under the Incentive Plan have  previously  been registered
     under the Securities Act of 1933, as amended (the "Securities  Act"), and a
     total of 250,000 shares  issuable under the Directors Plan have  previously
     been registered under the Securities Act.

(2)  Estimated  pursuant to Rule 457(c) under the  Securities  Act, based on the
     average  of the high and low  prices of the  Registrant's  Common  Stock as
     reported by the Nasdaq  National  Market on June 26,  2002,  solely for the
     purpose of calculating the amount of the registration fee.
CELLEGY PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Previous Registration Statements

         This  Registration  Statement  is being filed with the  Securities  and
Exchange  Commission  (the  "Comission")  to include an 1,400,000  shares of the
Registrant's  common stock  covered by the  Registrant's  1995 Equity  Incentive
Plan, as amended (the "Incentive Plan"), and an additional 100,000 shares of the
Registrant's  common stock covered by the  Registrant's  1995  Directors'  Stock
Option Plan, as amended (the  "Directors  Plan").  With respect to the Incentive
Plan, the contents of the Registrant's  registration statement on Form S-8 (file
no.  333-42840)  previously  filed with the  Commission  on August 2, 2000,  are
incorporated  herein by  reference.  With  respect to the  Directors  Plan,  the
contents  of the  Registrant's  registation  statement  on Form  S-8  (file  no.
333-42840)  previously  filed with the  Commission on August 2, 2000, are hereby
incorporated by reference.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of South San Francisco,  State of  California,  on this
28th day of June, 2002.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints K. Michael Forrest and A. Richard Juelis,
and each of them, his or her true and lawful  attorneys-in-fact  and agents with
full  power of  substitution,  for him or her and in his or her name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this  Registration  Statement on Form S-8, and to
file  the  same  with all  exhibits  thereto  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents or any of them, or his or her or their  substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                CELLEGY PHARMACEUTICALS, INC.

                                                By: /s/ K. Michael Forrest
                                                    K. Michael Forrest
                                                    Chairman, President,
                                                    Chief Executive Officer
                                                    and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                     Title                          Date
                 ---------                                     -----                          ----

Principal Executive Officer:
/s/ K. Micheal Forrest                        President, Chief Executive Officer       June 28, 2002
------------------------------------          and Director
K. Michael Forrest

Principal Financial Officer
and Principal Accounting Officer:

/s/ A. Richard Juelis                         Vice President, Finance and Chief        June 28, 2002
------------------------------------          Financial Officer
A. Richard Juelis

Additional Directors:

/s/ Felix J. Baker, Ph.D.                     Director                                 June 28, 2002
------------------------------------
Felix J. Baker, Ph.D.

/s/ Julian C. Baker                           Director                                 June 28, 2002
------------------------------------
Julian C. Baker.
3
/s/ Jack L. Bowman                            Director                                 June 28, 2002
------------------------------------
Jack L. Bowman

/s/ Tobi B. Klar, M.D.                        Director                                 June 28, 2002
------------------------------------
Tobi B. Klar, M.D.

/s/ Ronald J. Saldarini, Ph.D.                Director                                 June 28, 2002
------------------------------------
Ronald J. Saldarini, Ph.D.

/s/ Alan A. Steigrod                          Director                                 June 28, 2002
------------------------------------
Alan A. Steigrod

/s/ Carl R. Thornfeldt, M.D.                  Director                                 June 28, 2002
------------------------------------
Carl R. Thornfeldt, M.D.

/s/ Larry J. Wells                            Director                                 June 28, 2002
------------------------------------
Larry J. Wells
4
Exhibit Index

Exhibit No.                                   Description

  4.01        Registrant's   Amended  and  Restated  Articles  of  Incorporation
              (incorporated  herein by reference to Exhibit 3.2 to  Registrant's
              Registration Statement on Form SB-2 (Registration No. 33-93288 LA)
              declared effective on August 11, 1995 (the "SB-2").

  4.02        Registrant's Bylaws, as amended  (incorporated herein by reference
              to Exhibit 3.3 to the SB-2).

  4.03        Registrant's 1995 Equity Incentive Plan, as amended.

  4.04        Registrant's 1995 Directors' Stock Option Plan, as amended.

  5.01        Opinion of Fenwick & West LLP.

 23.01        Consent of Fenwick & West LLP (included in Exhibit 5.01).

 23.02        Consent of Ernst & Young LLP, Independent Auditors.

 24.01        Power of Attorney (see signature page)

                                       5