As filed with the Securities and Exchange Commission on July 31, 1998
                                                         Registration No. ______
--------------------------------------------------------------------------------

                       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 Equity Incentive Plan

                            (Full Title of the Plan)

                               K. Michael Forrest
                          Cellegy Pharmaceuticals, Inc.
                     1065 E. Hillsdale Boulevard, Suite 418
                          Foster City, California 94404
                                 (650) 524-1600
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
                                                                                           Proposed
                                                 Amount            Proposed                 Maximum             Amount of
            Title of Securities                   to be         Maximum Offering           Aggregate           Registration
             to be Registered                  Registered       Price Per Share         Offering Price             Fee
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
<S>                                            <C>               <C>                  <C>                     <C>            
Common Stock, no par value                      46,094           $5.55 (1)            $  255,864.41           $    75.48
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                     953,906 (2)       $5.53 (3)            $5,270,508.47 (3)       $ 1,554.80
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
<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  28,  1998  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.

</FN>
</TABLE>



                                       1
<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  1,000,000  shares of the  Registrant's
Common Stock covered by the Registrant's  1995 Equity Incentive Plan, as amended
through  March 19, 1998 (the  "Incentive  Plan").  With respect to the Incentive
Plan,  the  contents  of the  Registrant's  Registration  Statement  on Form S-8
(Commission  File No.  333-32301),  previously filed with the Commission on July
29, 1997, the Registration Statement on Form S-8 (Commission File No. 333-06060)
previously  filed with the  Commission  on June 14, 1996 and the contents of the
Registrant's  registration  statement  on Form  S-8  previously  filed  with the
Commission on August 30, 1995, 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.

         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 31,
1998.

                                     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 31, 1998
------------------------------------        and Director (Principal Executive Officer)
K. Michael Forrest

/s/ A. Richard Juelis                       Vice President, Finance and Chief Financial Officer   July 31, 1998
------------------------------------        (Principal Financial and Accounting Officer)
A. Richard Juelis

/s/ Carl. R. Thornfeldt                     Medical Director, Chairman of the Board and           July 31, 1998
------------------------------------        Director
Carl R. Thornfeldt, M.D.

/s/ Larry J. Wells                          Director                                              July 31, 1998
------------------------------------
Larry J. Wells

/s/ Denis R. Burger                         Director                                              July 31, 1998
------------------------------------
Denis R. Burger, Ph.D.

/s/ Tobi B. Klar                            Director                                              July 31, 1998
------------------------------------
Tobi B. Klar, M.D.

/s/ Alan A. Steigrod                        Director                                              July 31, 1998
------------------------------------
Alan A. Steigrod

/s/ Jack L. Bowman                          Director                                              July 31, 1998
------------------------------------
Jack L. Bowman


</TABLE>


                                       4


<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).

          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.

          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).






                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11537}]
{"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": "333-60343", "film-number": "98675386"}, "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 31, 1998
                                                         Registration No. ______
--------------------------------------------------------------------------------

                       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 Equity Incentive Plan

                            (Full Title of the Plan)

                               K. Michael Forrest
                          Cellegy Pharmaceuticals, Inc.
                     1065 E. Hillsdale Boulevard, Suite 418
                          Foster City, California 94404
                                 (650) 524-1600
            (Name, address and telephone number of agent for service)

                                   Copies to:
                              C. Kevin Kelso, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
                                                                                           Proposed
                                                 Amount            Proposed                 Maximum             Amount of
            Title of Securities                   to be         Maximum Offering           Aggregate           Registration
             to be Registered                  Registered       Price Per Share         Offering Price             Fee
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                      46,094           $5.55 (1)            $  255,864.41           $    75.48
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
Common Stock, no par value                     953,906 (2)       $5.53 (3)            $5,270,508.47 (3)       $ 1,554.80
-------------------------------------------- ---------------- ---------------------- --------------------- ------------------
(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  28,  1998  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.
1
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  1,000,000  shares of the  Registrant's
Common Stock covered by the Registrant's  1995 Equity Incentive Plan, as amended
through  March 19, 1998 (the  "Incentive  Plan").  With respect to the Incentive
Plan,  the  contents  of the  Registrant's  Registration  Statement  on Form S-8
(Commission  File No.  333-32301),  previously filed with the Commission on July
29, 1997, the Registration Statement on Form S-8 (Commission File No. 333-06060)
previously  filed with the  Commission  on June 14, 1996 and the contents of the
Registrant's  registration  statement  on Form  S-8  previously  filed  with the
Commission on August 30, 1995, 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.

         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 31,
1998.

                                     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 31, 1998
------------------------------------        and Director (Principal Executive Officer)
K. Michael Forrest

/s/ A. Richard Juelis                       Vice President, Finance and Chief Financial Officer   July 31, 1998
------------------------------------        (Principal Financial and Accounting Officer)
A. Richard Juelis

/s/ Carl. R. Thornfeldt                     Medical Director, Chairman of the Board and           July 31, 1998
------------------------------------        Director
Carl R. Thornfeldt, M.D.

/s/ Larry J. Wells                          Director                                              July 31, 1998
------------------------------------
Larry J. Wells

/s/ Denis R. Burger                         Director                                              July 31, 1998
------------------------------------
Denis R. Burger, Ph.D.

/s/ Tobi B. Klar                            Director                                              July 31, 1998
------------------------------------
Tobi B. Klar, M.D.

/s/ Alan A. Steigrod                        Director                                              July 31, 1998
------------------------------------
Alan A. Steigrod

/s/ Jack L. Bowman                          Director                                              July 31, 1998
------------------------------------
Jack L. Bowman
4
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).

          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.

          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).

                                       5