As filed with the Securities and Exchange Commission on June 13, 1996
                                                  Registration No. 33-96384
- --------------------------------------------------------------------------------


                       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 of incorporation)                                      (I.R.S. employer
                                                             identification no.)

                          371 BEL MARIN KEYS, SUITE 210
                            NOVATO, CALIFORNIA 94949
                    (Address of principal executive offices)

                                WILLIAM E. BLISS
                          CELLEGY PHARMACEUTICALS, INC.
                          371 BEL MARIN KEYS, SUITE 210
                            NOVATO, CALIFORNIA 94949
                                 (415) 382-6770
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                              C. Kevin Kelso, Esq.
                                 Fenwick & West
                              Two Palo Alto Square
                           Palo Alto, California 94306
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

- -------------------------------------------- --------------- ---------------------- --------------------- ------------------
                                                 AMOUNT        PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                                 TO BE          OFFERING PRICE       AGGREGATE OFFERING        AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED        REGISTERED         PER SHARE                  PRICE         REGISTRATION FEE
- -------------------------------------------- --------------- ---------------------- --------------------- ------------------

<S>                                             <C>                <C>                 <C>                     <C>         
Common Stock, no par value                      300,000            $8.94 (2)           $2,682,000.00 (2)       $924.83

- -------------------------------------------- --------------- ---------------------- --------------------- ------------------
<FN>

  (1)  Includes  shares  issuable upon the exercise of  outstanding  options and
       issuable upon the exercise of awards not yet granted.

  (2)  Estimated  as of June 10, 1996 pursuant  to Rules  457(c)  and  457(h)(1)
       solely for the purpose of calculating the registration fee.
</FN>
</TABLE>

       This  Registration   Statement,   including  exhibits,   consists  of  20
sequentially  numbered  pages.  The Index to  Exhibits  appears on  sequentially
numbered page 7.

                                                                               1
<PAGE>


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

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following  documents  filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The  Registrant's  Annual  Report on Form  10-KSB for the year
                  ending December 31, 1995;

         (b)      All other reports filed  pursuant to Section 13(a) or 15(a) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"),   since  the  end  of  the  fiscal   year   covered  by
                  Registrant's documents referred to in paragraph (a) above; and

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  July 5, 1995 with the  Commission  under  Section 12(g) of the
                  Exchange Act  including  any amendment or report filed for the
                  purpose of updating such description.


                All documents  subsequently filed by the Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Registrant's  Amended and Restated Articles of Incorporation
(the  "Restated  Articles")  include a provision  that  eliminates  the personal
liability of its directors to the Registrant and its  shareholders  for monetary
damages for breach of the  directors'  fiduciary  duties to the  maximum  extent
permitted  under  California  law. This limitation has no effect on a director's
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary to the best interests of the Registrant or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its  shareholders in  circumstances  in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a risk  of a  serious  injury  to the
Registrant or its  shareholders,  (v) for acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant  or its  shareholders,  (vi)  under  Section  310 of the
California  Corporations Code (the "California Code")  (concerning  contracts or
transactions  between the  Registrant and a director) or (vii) under Section 316
of 

                                                                               2
<PAGE>

the California Code  (concerning  directors'  liability for improper  dividends,
loans and  guarantees).  The provision does not extend to acts or omissions of a
director in his capacity as an officer.  Further, the provision has no effect on
claims  arising under federal or state  securities  laws and will not affect the
availability  of  injunctions  and other  equitable  remedies  available  to the
Registrant's  shareholders  for any violation of a director's  fiduciary duty to
the Registrant or its shareholders.

                The  Restated  Articles  also include an  authorization  for the
Registrant to indemnify its agents (as defined in Section 317 of the  California
Code),  through  bylaws  provisions,  by agreement or otherwise,  to the fullest
extent  permitted by law.  Pursuant to this latter  provision,  the Registrant's
Bylaws provide for indemnification of the Registrant's  directors,  officers and
employees.  Indemnification may only be authorized by a majority of Registrant's
directors  or  shareholders  or by order of a court,  unless  the agent has been
successful on the merits. In addition,  the Registrant's policy is to enter into
indemnification  agreements  with  each of its  officers  and  directors.  These
indemnification   agreements   provide  that  directors  and  officers  will  be
indemnified  and held  harmless to the fullest  extent  permitted by law.  These
agreements,  together with the Restated  Articles,  may require the  Registrant,
among other things, to indemnify such directors,  officers and employees against
certain  liabilities  that may  arise by reason of their  status or  service  as
directors or officers (other than liabilities  resulting from willful misconduct
of a  culpable  nature),  to  advance  expenses  to them as they  are  incurred,
provided  that they  undertake to repay the amount  advanced if it is ultimately
determined  by a court that they are not  entitled  to  indemnification,  and to
obtain directors' and officers'  insurance if available on reasonable terms. The
Registrant currently carries director and officer liability insurance.

                Section  317 of the  California  Code makes  provisions  for the
indemnification  of  officers,  directors  and other  corporate  agents in terms
sufficiently broad to indemnify such persons, under certain  circumstances,  for
liabilities  (including  reimbursement of expenses  incurred)  arising under the
Securities Act.

                The Underwriting  Agreement referred to below sets forth certain
provisions  with respect to the  indemnification  of the  Registrant and certain
directors,   officers,  and  controlling  persons  against  certain  losses  and
liabilities, including certain liabilities under the Securities Act.

                The Amended and Restated  Registration  Rights  Agreement  dated
April 10, 1992,  entered into by and among the Registrant and various investors,
and the Amended and Restated  Registration  Rights  Agreement dated February 10,
1995, entered into by and among the Registrant and various investors provide for
cross  indemnification  of certain  holders of Registrant's  securities,  and of
Registrant and its officers and directors for certain liabilities existing under
the Securities Act and otherwise.

                The  Registrant  also maintains a director and officer liability
policy.

                Reference is made to the following  documents  filed as exhibits
to  Registrant's  Registration  Statement  on Form SB-2  (File No.  33-93288-LA)
declared  effective  by the  Commission  on August 11,  1995 (the  "Form  SB-2")
regarding  relevant  indemnification  provisions  described  above and elsewhere
herein:

                                                                               3
<PAGE>

<TABLE>
<CAPTION>

                                                                                                   EXHIBIT
       DOCUMENT                                                                                     NUMBER
       --------                                                                                    --------
       <S>                                                                                          <C>
       Form of Underwriting Agreement........................................................       1.1
       Registrant's Bylaws, as amended ......................................................       3.3
       Amended and Restated Registration Rights Agreement,  dated April 10, 1992
       entered into by and among the Registrant
       and various investors.................................................................      10.11
       Amended and Restated  Registration  Rights  Agreement  dated February 10,
       1995 entered into by and among the Registrant
       and various investors.................................................................      10.14
</TABLE>

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.   EXHIBITS.

               4.01        Registrant's   Amended  and   Restated   Articles  of
                           Incorporation  (incorporated  herein by  reference to
                           Exhibit 4.01 to Registrant's Form S-8, filed with the
                           Commission on August 30, 1995).

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

               4.03        Registrant's 1995 Equity Incentive 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 page 6).

ITEM 9.         UNDERTAKINGS.

                The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
sales are being made, a post-effective amendment to this Registration Statement:

                                 (i)  To  include  any  prospectus  required  by
Section 10(a)(3) of the Securities Act;

                                 (ii) To reflect in the  prospectus any facts or
events  arising after the effective date of the  Registration  Statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                                                                               4
<PAGE>

                                 (iii) To include any material  information with
respect to the plan of distribution not previously disclosed in the Registration
Statement  or any  material  change  to  such  information  in the  Registration
Statement.

                                 Provided,  however,  that paragraphs (1)(i) and
(1)(ii)  above do not apply if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

                         (2) That, for the purpose of determining  any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

                         (3)  To  remove  from   registration   by  means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

                The undersigned  Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  provisions  discussed in Item 6, above,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                     EXPERTS

                The  financial  statements  of  Cellegy  Pharmaceuticals,   Inc.
appearing in the  Registrant's  Annual Report on Form 10-KSB for the year ending
December 31, 1995 have been audited by Ernst & Young LLP, independent  auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

                                                                               5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Novato, State of California, on the 10th day of
June, 1996.


                          CELLEGY PHARMACEUTICALS, INC.


                          By:   /s/ William E. Bliss
                              --------------------------------------------------
                                William E. Bliss,
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

                KNOW  ALL MEN BY  THESE  PRESENTS  that  each  individual  whose
signature  appears  below  constitutes  and appoints  William E. Bliss,  Carl R.
Thornfeldt and C. Kevin Kelso, jointly and severally, his or her true and lawful
attorneys-in-fact  and agents, each 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 or it 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  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.
<TABLE>

                Pursuant  to  the  requirements  of  the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  on  the
capacities and on the dates indicated.

<CAPTION>

       SIGNATURE                                          TITLE                                 DATE
      -----------                                        -------                               -------


<S>                                         <C>                                           <C> 
/s/ William E. Bliss                        President and Chief Executive Officer,        June 10, 1996
- ------------------------------------        and Director (Principal Executive Officer)
William E. Bliss                            


/s/ A. Richard Juelis                       Vice President, Finance                       June 10, 1995
- ------------------------------------        (Principal Financial and Accounting Officer)
A. Richard Juelis                           


/s/ Carl. R. Thornfeldt                     Director                                      June 10, 1995
- ------------------------------------
Carl R. Thornfeldt, M.D.


/s/ Peter M. Elias                          Director                                      June 10, 1995
- ------------------------------------
Peter M. Elias, M.D.


/s/ Larry J. Wells                          Director                                      June 10, 1995
- ------------------------------------
Larry J. Wells


/s/ Denis R. Burger                         Director                                      June 10, 1995
- ------------------------------------
Denis R. Burger, Ph.D.

/s/ Tobi B. Klar                            Director                                      June 10, 1995
- ------------------------------------
Tobi B. Klar, M.D.
</TABLE>

                                                                               6
<PAGE>
<TABLE>
                                                           EXHIBIT INDEX

<CAPTION>


           Exhibit No.                                     Description                                 Page
           -----------                                     -----------                                 ----
               <S>                 <C>                                                                 <C>
               4.01                Registrant's Amended and Restated Articles of
                                   Incorporation    (incorporated    herein   by
                                   reference  to  Exhibit  4.01 to  Registrant's
                                   Form S-8, filed with the Commission on August
                                   30, 1995).

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

               4.03                Registrant's  1995 Equity  Incentive Plan, as amended,  and           8
                                   related documents.

               5.01                Opinion of Fenwick & West.                                           19

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

              23.02                Consent of Ernst & Young LLP, Independent Auditors.                  20


              24.01                Power of Attorney (see page 6).
</TABLE>


                                                                               7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22754}]
{"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": "333-06065", "film-number": "96581571"}, "business-address": {"street1": "371 BEL MARTIN KEYS BLVD", "street2": "SUITE 210", "city": "NOVATO", "state": "CA", "zip": "94949", "phone": "4153826770"}, "mail-address": {"street1": "371 BEL MARIN KEYS BLVD", "street2": "SUITE 210", "city": "NOVATO", "state": "CA", "zip": "94949"}}
As filed with the Securities and Exchange Commission on June 13, 1996
                                                  Registration No. 33-96384
- --------------------------------------------------------------------------------

                       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 of incorporation)                                      (I.R.S. employer
                                                             identification no.)

                          371 BEL MARIN KEYS, SUITE 210
                            NOVATO, CALIFORNIA 94949
                    (Address of principal executive offices)

                                WILLIAM E. BLISS
                          CELLEGY PHARMACEUTICALS, INC.
                          371 BEL MARIN KEYS, SUITE 210
                            NOVATO, CALIFORNIA 94949
                                 (415) 382-6770
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                              C. Kevin Kelso, Esq.
                                 Fenwick & West
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------- --------------- ---------------------- --------------------- ------------------
                                                 AMOUNT        PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                                 TO BE          OFFERING PRICE       AGGREGATE OFFERING        AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED        REGISTERED         PER SHARE                  PRICE         REGISTRATION FEE
- -------------------------------------------- --------------- ---------------------- --------------------- ------------------
Common Stock, no par value                      300,000            $8.94 (2)           $2,682,000.00 (2)       $924.83

- -------------------------------------------- --------------- ---------------------- --------------------- ------------------
(1)  Includes  shares  issuable upon the exercise of  outstanding  options and
       issuable upon the exercise of awards not yet granted.

  (2)  Estimated  as of June 10, 1996 pursuant  to Rules  457(c)  and  457(h)(1)
       solely for the purpose of calculating the registration fee.
This  Registration   Statement,   including  exhibits,   consists  of  20
sequentially  numbered  pages.  The Index to  Exhibits  appears on  sequentially
numbered page 7.

                                                                               1
CELLEGY PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following  documents  filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The  Registrant's  Annual  Report on Form  10-KSB for the year
                  ending December 31, 1995;

         (b)      All other reports filed  pursuant to Section 13(a) or 15(a) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"),   since  the  end  of  the  fiscal   year   covered  by
                  Registrant's documents referred to in paragraph (a) above; and

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  July 5, 1995 with the  Commission  under  Section 12(g) of the
                  Exchange Act  including  any amendment or report filed for the
                  purpose of updating such description.

                All documents  subsequently filed by the Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Registrant's  Amended and Restated Articles of Incorporation
(the  "Restated  Articles")  include a provision  that  eliminates  the personal
liability of its directors to the Registrant and its  shareholders  for monetary
damages for breach of the  directors'  fiduciary  duties to the  maximum  extent
permitted  under  California  law. This limitation has no effect on a director's
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary to the best interests of the Registrant or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Registrant or its  shareholders in  circumstances  in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a risk  of a  serious  injury  to the
Registrant or its  shareholders,  (v) for acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant  or its  shareholders,  (vi)  under  Section  310 of the
California  Corporations Code (the "California Code")  (concerning  contracts or
transactions  between the  Registrant and a director) or (vii) under Section 316
of 

                                                                               2
the California Code  (concerning  directors'  liability for improper  dividends,
loans and  guarantees).  The provision does not extend to acts or omissions of a
director in his capacity as an officer.  Further, the provision has no effect on
claims  arising under federal or state  securities  laws and will not affect the
availability  of  injunctions  and other  equitable  remedies  available  to the
Registrant's  shareholders  for any violation of a director's  fiduciary duty to
the Registrant or its shareholders.

                The  Restated  Articles  also include an  authorization  for the
Registrant to indemnify its agents (as defined in Section 317 of the  California
Code),  through  bylaws  provisions,  by agreement or otherwise,  to the fullest
extent  permitted by law.  Pursuant to this latter  provision,  the Registrant's
Bylaws provide for indemnification of the Registrant's  directors,  officers and
employees.  Indemnification may only be authorized by a majority of Registrant's
directors  or  shareholders  or by order of a court,  unless  the agent has been
successful on the merits. In addition,  the Registrant's policy is to enter into
indemnification  agreements  with  each of its  officers  and  directors.  These
indemnification   agreements   provide  that  directors  and  officers  will  be
indemnified  and held  harmless to the fullest  extent  permitted by law.  These
agreements,  together with the Restated  Articles,  may require the  Registrant,
among other things, to indemnify such directors,  officers and employees against
certain  liabilities  that may  arise by reason of their  status or  service  as
directors or officers (other than liabilities  resulting from willful misconduct
of a  culpable  nature),  to  advance  expenses  to them as they  are  incurred,
provided  that they  undertake to repay the amount  advanced if it is ultimately
determined  by a court that they are not  entitled  to  indemnification,  and to
obtain directors' and officers'  insurance if available on reasonable terms. The
Registrant currently carries director and officer liability insurance.

                Section  317 of the  California  Code makes  provisions  for the
indemnification  of  officers,  directors  and other  corporate  agents in terms
sufficiently broad to indemnify such persons, under certain  circumstances,  for
liabilities  (including  reimbursement of expenses  incurred)  arising under the
Securities Act.

                The Underwriting  Agreement referred to below sets forth certain
provisions  with respect to the  indemnification  of the  Registrant and certain
directors,   officers,  and  controlling  persons  against  certain  losses  and
liabilities, including certain liabilities under the Securities Act.

                The Amended and Restated  Registration  Rights  Agreement  dated
April 10, 1992,  entered into by and among the Registrant and various investors,
and the Amended and Restated  Registration  Rights  Agreement dated February 10,
1995, entered into by and among the Registrant and various investors provide for
cross  indemnification  of certain  holders of Registrant's  securities,  and of
Registrant and its officers and directors for certain liabilities existing under
the Securities Act and otherwise.

                The  Registrant  also maintains a director and officer liability
policy.

                Reference is made to the following  documents  filed as exhibits
to  Registrant's  Registration  Statement  on Form SB-2  (File No.  33-93288-LA)
declared  effective  by the  Commission  on August 11,  1995 (the  "Form  SB-2")
regarding  relevant  indemnification  provisions  described  above and elsewhere
herein:

                                                                               3
EXHIBIT
       DOCUMENT                                                                                     NUMBER
       --------                                                                                    --------
Form of Underwriting Agreement........................................................       1.1
       Registrant's Bylaws, as amended ......................................................       3.3
       Amended and Restated Registration Rights Agreement,  dated April 10, 1992
       entered into by and among the Registrant
       and various investors.................................................................      10.11
       Amended and Restated  Registration  Rights  Agreement  dated February 10,
       1995 entered into by and among the Registrant
       and various investors.................................................................      10.14
ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.   EXHIBITS.

               4.01        Registrant's   Amended  and   Restated   Articles  of
                           Incorporation  (incorporated  herein by  reference to
                           Exhibit 4.01 to Registrant's Form S-8, filed with the
                           Commission on August 30, 1995).

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

               4.03        Registrant's 1995 Equity Incentive 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 page 6).

ITEM 9.         UNDERTAKINGS.

                The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
sales are being made, a post-effective amendment to this Registration Statement:

                                 (i)  To  include  any  prospectus  required  by
Section 10(a)(3) of the Securities Act;

                                 (ii) To reflect in the  prospectus any facts or
events  arising after the effective date of the  Registration  Statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                                                                               4
(iii) To include any material  information with
respect to the plan of distribution not previously disclosed in the Registration
Statement  or any  material  change  to  such  information  in the  Registration
Statement.

                                 Provided,  however,  that paragraphs (1)(i) and
(1)(ii)  above do not apply if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

                         (2) That, for the purpose of determining  any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

                         (3)  To  remove  from   registration   by  means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

                The undersigned  Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  provisions  discussed in Item 6, above,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                     EXPERTS

                The  financial  statements  of  Cellegy  Pharmaceuticals,   Inc.
appearing in the  Registrant's  Annual Report on Form 10-KSB for the year ending
December 31, 1995 have been audited by Ernst & Young LLP, independent  auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

                                                                               5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Novato, State of California, on the 10th day of
June, 1996.

                          CELLEGY PHARMACEUTICALS, INC.

                          By:   /s/ William E. Bliss
                              --------------------------------------------------
                                William E. Bliss,
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

                KNOW  ALL MEN BY  THESE  PRESENTS  that  each  individual  whose
signature  appears  below  constitutes  and appoints  William E. Bliss,  Carl R.
Thornfeldt and C. Kevin Kelso, jointly and severally, his or her true and lawful
attorneys-in-fact  and agents, each 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 or it 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  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                Pursuant  to  the  requirements  of  the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  on  the
capacities and on the dates indicated.
SIGNATURE                                          TITLE                                 DATE
      -----------                                        -------                               -------
/s/ William E. Bliss                        President and Chief Executive Officer,        June 10, 1996
- ------------------------------------        and Director (Principal Executive Officer)
William E. Bliss                            

/s/ A. Richard Juelis                       Vice President, Finance                       June 10, 1995
- ------------------------------------        (Principal Financial and Accounting Officer)
A. Richard Juelis                           

/s/ Carl. R. Thornfeldt                     Director                                      June 10, 1995
- ------------------------------------
Carl R. Thornfeldt, M.D.

/s/ Peter M. Elias                          Director                                      June 10, 1995
- ------------------------------------
Peter M. Elias, M.D.

/s/ Larry J. Wells                          Director                                      June 10, 1995
- ------------------------------------
Larry J. Wells

/s/ Denis R. Burger                         Director                                      June 10, 1995
- ------------------------------------
Denis R. Burger, Ph.D.

/s/ Tobi B. Klar                            Director                                      June 10, 1995
- ------------------------------------
Tobi B. Klar, M.D.
6
EXHIBIT INDEX
Exhibit No.                                     Description                                 Page
           -----------                                     -----------                                 ----
4.01                Registrant's Amended and Restated Articles of
                                   Incorporation    (incorporated    herein   by
                                   reference  to  Exhibit  4.01 to  Registrant's
                                   Form S-8, filed with the Commission on August
                                   30, 1995).

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

               4.03                Registrant's  1995 Equity  Incentive Plan, as amended,  and           8
                                   related documents.

               5.01                Opinion of Fenwick & West.                                           19

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

              23.02                Consent of Ernst & Young LLP, Independent Auditors.                  20

              24.01                Power of Attorney (see page 6).
7