As filed with the Securities and Exchange Commission on July 29, 1997
                                                       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 or Other Jurisdiction of Incorporation or          (I.R.S. employer
               Organization)                              identification no.)

                           1065 E. Hillsdale Boulevard
                                    Suite 418
                          Foster City, California 94404
                    (Address of principal executive offices)

                        1995 Directors Stock Option Plan
                           1995 Equity Incentive Plan

                            (Full Title of the Plans)

                               K. Michael Forrest
                          Cellegy Pharmaceuticals, Inc.
                     1065 E. Hillsdale Boulevard, Suite 418
                          Foster City, California 94404
                                 (415) 524-1600
            (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>
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
                                                                                         Proposed 
                                                 Amount         Proposed Maximum          Maximum               Amount of
            Title of Securities                   to be        Offering Price Per        Aggregate             Registration 
             to be Registered                  Registered             Share            Offering Price              Fee
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
<S>                                              <C>                <C>                 <C>                     <C>    
Common Stock, no par value                       58,170             $4.50 (1)           $  261,765.00           $ 79.32
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                      391,830 (2)         $3.75 (3)           $1,469,362.50 (3)       $445.26
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                       50,000 (2)         $3.75 (3)           $  187,500 (3)          $ 56.82
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
<FN>

(1)  Average  exercise  price of options  previously  granted to acquire  shares
     covered by this registration statement.

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

(3)  Estimated as of July 25, 1997 pursuant to Rules 457(c) and 457(h)(1) solely
     for the  purpose  of  calculating  the  registration  fee.  Fee  calculated
     pursuant to Section 6(b) of the  Securities  Act of 1933, as amended.  This
     amount equals 1/33 of 1% of the proposed maximum aggregate offering price.
</FN>
</TABLE>


<PAGE>


                          CELLEGY PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is being  filed with the  Securities  and  Exchange  Commission  (the
"Commission") to include an additional 450,000 shares of the Registrant's Common
Stock covered by the Registrant's 1995 Equity Incentive Plan, as amended through
June 30, 1997 (the  "Incentive  Plan") and an  additional  50,000  shares of the
Registrant's  Common Stock covered by the  Registrant's  1995  Directors'  Stock
Option  Plan  (the  "Directors   Plan").   The  contents  of  the   Registrant's
Registration  Statement on Form S-8 (Commission File No. 333-06065),  previously
filed with the Commission on June 14, 1996,  with respect to the Incentive Plan,
and  the  contents  of the  Registrant's  registration  statement  on  Form  S-8
previously  filed with the  Commission  on August 30, 1995,  with respect to the
Incentive Plan and the Directors' Plan, are incorporated herein by reference.

                                       2
<PAGE>

Item 8.   Exhibits.

                                  Exhibit Index

Exhibit No.                            Description
-----------                            -----------

   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 (the "1995 Form S-8")).
   
   4.02           Certificate  of  Determination,  as  amended,  relating to the
                  Series A Preferred Stock (incorporated  herein by reference to
                  Exhibit 4.1 to the Company's  Quarterly  Report on Form 10-QSB
                  for the three months ended March 31, 1996).
   
   4.03           Registrant's  Bylaws,  as  amended   (incorporated  herein  by
                  reference to Exhibit 4.02 to the 1995 Form S-8 ).
   
   4.04           Registrant's 1995 Equity Incentive Plan, as amended.
   
   4.05           Registrant's 1995 Directors' Stock Option Plan, as amended.
   
   5.01           Opinion of Fenwick & West.
   
   23.01          Consent of Fenwick & West (included in Exhibit 5.01).
   
   23.02          Consent of Ernst & Young LLP, Independent Auditors.
   
   24.01          Power of Attorney (see signature page).
   
   
                                       3
<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 Foster City,  State of California,  on July 21,
1997.

                                       CELLEGY PHARMACEUTICALS, INC.

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

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints K. Michael  Forrest,  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/ K. Michael Forrest                          President and Chief Executive Officer,                    July 21, 1997
------------------------------------            and Director (Principal Executive Officer)             
K. Michael Forrest                                                                                     
                                                                                                       
/s/ A. Richard Juelis                           Vice President, Finance and Chief Financial Office     r  July 21, 1997
------------------------------------            (Principal Financial and Accounting Officer)           
A. Richard Juelis                                                                                      
                                                                                                       
/s/ Carl. R. Thornfeldt                         Director                                                  July 21, 1997
------------------------------------                                                                   
Carl R. Thornfeldt, M.D.                                                                               
                                                                                                       
/s/ Peter M. Elias                              Director                                                  July 21, 1997
------------------------------------                                                                   
Peter M. Elias, M.D.                                                                                   
                                                                                                       
/s/ Larry J. Wells                              Director                                                  July 21, 1997
------------------------------------                                                                   
Larry J. Wells                                                                                         
                                                                                                       
/s/ Denis R. Burger                             Director                                                  July 21, 1997
------------------------------------                                                                   
Denis R. Burger, Ph.D.                                                                                 
                                                                                                       
/s/ Tobi B. Klar                                Director                                                  July 21, 1997
------------------------------------                                                                   
Tobi B. Klar, M.D.                                                                                     
                                                                                                       
/s/ Alan A. Steigrod                            Director                                                  July 21, 1997
------------------------------------                                                                   
Alan A. Steigrod                                                                                       
                                                                                                       
/s/ Jack L. Bowman                              Director                                                  July 21, 1997
------------------------------------                                                                   
Jack L. Bowman                                                                                         
                                                                                                  
</TABLE>

<PAGE>


                                  Exhibit Index

Exhibit No.                            Description
-----------                            -----------

   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 (the "1995 Form S-8")).
   
   4.02           Certificate  of  Determination,  as  amended,  relating to the
                  Series A Preferred Stock (incorporated  herein by reference to
                  Exhibit 4.1 to the Company's  Quarterly  Report on Form 10-QSB
                  for the three months ended March 31, 1996).
   
   4.03           Registrant's  Bylaws,  as  amended   (incorporated  herein  by
                  reference to Exhibit 4.02 to the 1995 Form S-8 ).
   
   4.04           Registrant's 1995 Equity Incentive Plan, as amended.
   
   4.05           Registrant's 1995 Directors' Stock Option Plan, as amended.
   
   5.01           Opinion of Fenwick & West.
   
   23.01          Consent of Fenwick & West (included in Exhibit 5.01).
   
   23.02          Consent of Ernst & Young LLP, Independent Auditors.
   
   24.01          Power of Attorney (see signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14555}]
{"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": "333-32301", "film-number": "97647056"}, "business-address": {"street1": "1065 E HILLSDALE BLVD", "street2": "SUITE 418", "city": "FORSTER CITY", "state": "CA", "zip": "94404", "phone": "4153826770"}, "mail-address": {"street1": "1065 E HILLSDALE BLVD", "street2": "SUITE 418", "city": "FORSTER CITY", "state": "CA", "zip": "94404"}}
As filed with the Securities and Exchange Commission on July 29, 1997
                                                       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 or Other Jurisdiction of Incorporation or          (I.R.S. employer
               Organization)                              identification no.)

                           1065 E. Hillsdale Boulevard
                                    Suite 418
                          Foster City, California 94404
                    (Address of principal executive offices)

                        1995 Directors Stock Option Plan
                           1995 Equity Incentive Plan

                            (Full Title of the Plans)

                               K. Michael Forrest
                          Cellegy Pharmaceuticals, Inc.
                     1065 E. Hillsdale Boulevard, Suite 418
                          Foster City, California 94404
                                 (415) 524-1600
            (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
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
                                                                                         Proposed 
                                                 Amount         Proposed Maximum          Maximum               Amount of
            Title of Securities                   to be        Offering Price Per        Aggregate             Registration 
             to be Registered                  Registered             Share            Offering Price              Fee
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                       58,170             $4.50 (1)           $  261,765.00           $ 79.32
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                      391,830 (2)         $3.75 (3)           $1,469,362.50 (3)       $445.26
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                       50,000 (2)         $3.75 (3)           $  187,500 (3)          $ 56.82
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
(1)  Average  exercise  price of options  previously  granted to acquire  shares
     covered by this registration statement.

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

(3)  Estimated as of July 25, 1997 pursuant to Rules 457(c) and 457(h)(1) solely
     for the  purpose  of  calculating  the  registration  fee.  Fee  calculated
     pursuant to Section 6(b) of the  Securities  Act of 1933, as amended.  This
     amount equals 1/33 of 1% of the proposed maximum aggregate offering price.
CELLEGY PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is being  filed with the  Securities  and  Exchange  Commission  (the
"Commission") to include an additional 450,000 shares of the Registrant's Common
Stock covered by the Registrant's 1995 Equity Incentive Plan, as amended through
June 30, 1997 (the  "Incentive  Plan") and an  additional  50,000  shares of the
Registrant's  Common Stock covered by the  Registrant's  1995  Directors'  Stock
Option  Plan  (the  "Directors   Plan").   The  contents  of  the   Registrant's
Registration  Statement on Form S-8 (Commission File No. 333-06065),  previously
filed with the Commission on June 14, 1996,  with respect to the Incentive Plan,
and  the  contents  of the  Registrant's  registration  statement  on  Form  S-8
previously  filed with the  Commission  on August 30, 1995,  with respect to the
Incentive Plan and the Directors' Plan, are incorporated herein by reference.

                                       2
Item 8.   Exhibits.

                                  Exhibit Index

Exhibit No.                            Description
-----------                            -----------

   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 (the "1995 Form S-8")).
   
   4.02           Certificate  of  Determination,  as  amended,  relating to the
                  Series A Preferred Stock (incorporated  herein by reference to
                  Exhibit 4.1 to the Company's  Quarterly  Report on Form 10-QSB
                  for the three months ended March 31, 1996).
   
   4.03           Registrant's  Bylaws,  as  amended   (incorporated  herein  by
                  reference to Exhibit 4.02 to the 1995 Form S-8 ).
   
   4.04           Registrant's 1995 Equity Incentive Plan, as amended.
   
   4.05           Registrant's 1995 Directors' Stock Option Plan, as amended.
   
   5.01           Opinion of Fenwick & West.
   
   23.01          Consent of Fenwick & West (included in Exhibit 5.01).
   
   23.02          Consent of Ernst & Young LLP, Independent Auditors.
   
   24.01          Power of Attorney (see signature page).
   
   
                                       3
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 Foster City,  State of California,  on July 21,
1997.

                                       CELLEGY PHARMACEUTICALS, INC.

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

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints K. Michael  Forrest,  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/ K. Michael Forrest                          President and Chief Executive Officer,                    July 21, 1997
------------------------------------            and Director (Principal Executive Officer)             
K. Michael Forrest                                                                                     
                                                                                                       
/s/ A. Richard Juelis                           Vice President, Finance and Chief Financial Office     r  July 21, 1997
------------------------------------            (Principal Financial and Accounting Officer)           
A. Richard Juelis                                                                                      
                                                                                                       
/s/ Carl. R. Thornfeldt                         Director                                                  July 21, 1997
------------------------------------                                                                   
Carl R. Thornfeldt, M.D.                                                                               
                                                                                                       
/s/ Peter M. Elias                              Director                                                  July 21, 1997
------------------------------------                                                                   
Peter M. Elias, M.D.                                                                                   
                                                                                                       
/s/ Larry J. Wells                              Director                                                  July 21, 1997
------------------------------------                                                                   
Larry J. Wells                                                                                         
                                                                                                       
/s/ Denis R. Burger                             Director                                                  July 21, 1997
------------------------------------                                                                   
Denis R. Burger, Ph.D.                                                                                 
                                                                                                       
/s/ Tobi B. Klar                                Director                                                  July 21, 1997
------------------------------------                                                                   
Tobi B. Klar, M.D.                                                                                     
                                                                                                       
/s/ Alan A. Steigrod                            Director                                                  July 21, 1997
------------------------------------                                                                   
Alan A. Steigrod                                                                                       
                                                                                                       
/s/ Jack L. Bowman                              Director                                                  July 21, 1997
------------------------------------                                                                   
Jack L. Bowman
Exhibit Index

Exhibit No.                            Description
-----------                            -----------

   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 (the "1995 Form S-8")).
   
   4.02           Certificate  of  Determination,  as  amended,  relating to the
                  Series A Preferred Stock (incorporated  herein by reference to
                  Exhibit 4.1 to the Company's  Quarterly  Report on Form 10-QSB
                  for the three months ended March 31, 1996).
   
   4.03           Registrant's  Bylaws,  as  amended   (incorporated  herein  by
                  reference to Exhibit 4.02 to the 1995 Form S-8 ).
   
   4.04           Registrant's 1995 Equity Incentive Plan, as amended.
   
   4.05           Registrant's 1995 Directors' Stock Option Plan, as amended.
   
   5.01           Opinion of Fenwick & West.
   
   23.01          Consent of Fenwick & West (included in Exhibit 5.01).
   
   23.02          Consent of Ernst & Young LLP, Independent Auditors.
   
   24.01          Power of Attorney (see signature page).