As filed with the Securities and Exchange Commission on February 6, 2004
                                                       Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                        COLLAGENEX PHARMACEUTICALS, INC.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                   41 University Drive
         Delaware                 Newtown, Pennsylvania 18940      52-1758016
-------------------------------- ----------------------------  -----------------
(State or Other Jurisdiction       (Address of Principal       (I.R.S. Employer
of Incorporation or Organization)   Executive Offices)       Identification No.)
                                        (Zip Code)

                                 1996 Stock Plan
                              December 2003 Options
-------------------------------------------------------------------------------
                            (Full Title of the Plans)

                                Colin W. Stewart
                      President and Chief Executive Officer
                        CollaGenex Pharmaceuticals, Inc.
                               41 University Drive
                           Newtown, Pennsylvania 18940
-------------------------------------------------------------------------------
                             (Name and Address of
                               Agent for Service)

                                (215) 579-7388
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy To:

                             William J. Thomas, Esq.
                              Tod K. Reichert, Esq.
                                Hale and Dorr LLP
                              650 College Road East
                               Princeton, NJ 08540
                                 (609) 750-7600


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                            Proposed
                                                                             Maximum           Proposed
                                                            Amount           Offering           Maximum              Amount Of
                 Title Of Securities                         To Be          Price Per          Aggregate           Registration
                   To Be Registered                      Registered(1)        Share          Offering Price             Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>               <C>                      <C>
Common Stock, par value $.01 per share:
   Shares to be issued pursuant to prior option
       grants under the 1996 Stock Plan............       828,840           $10.57(2)         $8,760,838.80(2)         $1,109.99

   Shares to be issued pursuant to future option
     grants under the 1996 Stock Plan.............        171,160           $10.27(3)         $1,757,813.20(3)         $ 222.71

   Shares to be issued pursuant to prior option
       grants under the December 2003
       Options.....................................       300,000           $10.25(4)         $3,075,000.00(4)         $ 389.60
----------------------------------------------------------------------------------------------------------------------------------
===================================================================================================================================
       TOTAL.......................................     1,300,000                             $13,593,652.00           $1,722.30
</TABLE>

(1)  For the sole purpose of  calculating  the  registration  fee, the number of
     shares to be registered under this Registration  Statement has been divided
     among three (3) subtotals.

(2)  Pursuant to Rule 457(h),  these prices are  calculated  based on a weighted
     average  exercise price of $10.57 per share covering 828,840 shares subject
     to stock options granted under the 1996 Stock Plan.

(3)  Pursuant to Rule 457(h) and Rule 457(c),  these prices are estimated solely
     for the purpose of calculating the  registration fee and are based upon the
     average of the high and low  prices of the  Company's  Common  Stock on the
     Nasdaq National Market on February 5, 2004.

(4)  Pursuant to Rule 457(h),  these prices are  calculated  based on a weighted
     average  exercise price of $10.25 per share covering 300,000 shares subject
     to stock options granted under the December 2003 Options.

     Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
Registration  Statement also covers an indeterminate  number of shares as may be
issued as a result of the  anti-dilution  provisions  of the 1996 Stock Plan and
the December 2003 Options.

                                 ---------------

                                       ii
<PAGE>


                                EXPLANATORY NOTE

     This Registration Statement contains two parts:

     The first part contains a Reoffer Prospectus (the "Prospectus") prepared in
accordance with the  requirements  of Part I of Form S-3. The Prospectus  covers
reoffers  and resales of shares of common  stock,  $.01 par value per share (the
"Common Stock"),  of CollaGenex  Pharmaceuticals,  Inc.  ("CollaGenex")  or (the
"Company") by certain  affiliates (as such term is defined under Rule 405 of the
Securities  Act of 1933,  as  amended) of the  Company  with  respect to options
granted prior to the date hereof (821,636 shares) pursuant to the Company's 1996
Stock Plan and the December 2003 Options. All such individuals are listed on the
Selling Shareholder table herein.

     The  second  part  contains   "Information  Required  in  the  Registration
Statement"  prepared in accordance with the  requirements of Part II of Form S-8
with respect to options to purchase  1,000,000  shares of Common  Stock  granted
pursuant  to the 1996  Stock  Plan,  prior to the date  hereof,  and that may be
granted  subsequent to the date hereof.  Such  1,000,000  shares of Common Stock
relate to previously  approved increases in the number of shares of Common Stock
authorized  for issuance  upon the  exercise of options to be granted  under the
1996 Stock Plan.


                                      iii
<PAGE>


                                   PROSPECTUS


                  S-3 Reoffer Prospectus dated February 6, 2004

                        COLLAGENEX PHARMACEUTICALS, INC.

                         821,636 Shares of Common Stock
                Issued or Issuable under the 1996 Stock Plan and
                  that certain December 2003 Option Agreement.


     This  Prospectus  relates to the public  resale,  from time to time,  of an
aggregate of 821,636 shares (the  "Shares") of our Common Stock,  $.01 par value
(the "Common  Stock") by certain  shareholders  identified  below in the section
entitled "The Selling  Shareholders."  These Shares have been or may be acquired
upon the exercise of stock options  granted  pursuant to our 1996 Stock Plan and
that certain December 2003 Option Agreement (the "Plans").

     We will not  receive  any of the  proceeds  from  the  sale by the  Selling
Shareholders of the Shares covered by this Prospectus.

     We have not entered into any  underwriting  arrangements in connection with
the sale of  Shares.  The  Shares  may be sold from time to time by the  Selling
Shareholders or by permitted  pledgees,  donees,  transferees or other permitted
successors in interest and may be made on the Nasdaq  National  Market at prices
and at terms then  prevailing  or at prices  related to the then current  market
price, or in negotiated transactions.

     Our Common Stock is traded on the Nasdaq  National  Market under the symbol
"CGPI." On February 5, 2004,  the closing  sale price of our Common Stock on the
Nasdaq National Market was $10.11 per share.

     Investing  in the Common  Stock  involves a high degree of risk.  See "Risk
Factors" beginning on page 5.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                The date of this Prospectus is February 6, 2004.



<PAGE>

<TABLE>
<CAPTION>

                          PROSPECTUS TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                             <C>
Special Note Regarding Forward-Looking Information.....................................................         3
CollaGenex Pharmaceuticals, Inc........................................................................         3
Risk Factors...........................................................................................         5
       We Rely on Periostat for Most of Our Revenue....................................................         5
       We May Not Be Able to Maintain Profitability....................................................         6
       Our Competitive Position in the Marketplace Depends on Enforcing and
          Successfully Defending Our Intellectual Property Rights......................................         6
       If We Lose Our Sole Supplier of Doxycycline Hyclate or Our Current
          Manufacturer of Periostat, Our Commercialization of Periostat Will be
          Interrupted, Halted or Less Profitable.......................................................         7
       Our Products are Subject to Extensive Regulation by the FDA.....................................         8
       A Small Number of Wholesale Customers and Large Retail Chains
          Account for the Majority of Our Sales, and the Loss of One of Them, or Changes in
          Their Purchasing Patterns, Could Result in Reduced Sales, Thereby
          Adversely Affecting Our Operating Results....................................................         8
       We Cannot Assure You that Our Pursuit of Business in the Dermatology
          Market will be Successful....................................................................         9
       If Our Products Cause Injuries, We May Incur Significant Expense and
          Liability....................................................................................         9
       Because Our Executive Officers, Directors and Affiliated Entities Own
          Approximately 23.3% of Our Capital Stock, They Could Influence Our
          Actions in a Manner That Conflicts With Our Interests and the Interests of
          Our Other Stockholders.......................................................................        10
       Our Stock Price is Highly Volatile and, Therefore, the Value of Your
          Investment May Fluctuate Significantly.......................................................        10
Use of Proceeds........................................................................................        11
The Selling Shareholders...............................................................................        11
Plan of Distribution...................................................................................        15
Legal Matters..........................................................................................        16
Experts................................................................................................        16
Information Incorporated by Reference..................................................................        16
Where You Can Find More Information....................................................................        18
Indemnification of Directors and Officers..............................................................        19
</TABLE>

                                      -2-
<PAGE>






               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     This   prospectus   and   the   documents   incorporated   herein   contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended,  and Section 21E of the  Securities and Exchange Act of
1934,  as  amended.  For  this  purpose,  any  statements  contained  herein  or
incorporated   herein  that  are  not  statements  of  historical  fact  may  be
forward-looking  statements.  For example,  the words "may," "will," "continue,"
"believes,"  "expects,"  "anticipates,"  "intends,"  "estimates,"  "should"  and
similar expressions are intended to identify forward-looking  statements.  There
are a number of  important  factors  that could  cause  CollaGenex's  results to
differ materially from those indicated by such forward-looking statements. These
factors  include  those set forth in the section  entitled  "Risk  Factors."  In
particular,  our business of selling,  marketing and  developing  pharmaceutical
products is subject to a number of significant  risks,  including risks relating
to the  implementation  of CollaGenex's  sales and marketing plans for Periostat
and other products that we market,  risks  inherent in research and  development
activities,  risks  associated  with  enforcement of our  intellectual  property
rights,  including risks relating to the outcome and  consequences of our patent
litigation  against  Mutual  Pharmaceutical  Company,  risks  that  the FDA will
approve products, such as Mutual's product, that will compete with and limit the
market for  Periostat,  risks  relating to our  litigation  with the FDA,  risks
associated  with  conducting  business  in a highly  regulated  environment  and
uncertainty   relating  to  clinical  trials  of  products  under   development.
CollaGenex's  success  depends to a large degree upon the market  acceptance  of
Periostat by periodontists,  dental practitioners,  other health care providers,
patients and insurance  companies.  There can be no assurance that  CollaGenex's
product  candidates (other than the FDA's approval of Periostat for marketing in
the United States,  the United Kingdom  Medicines  Control Agency's  approval of
Periostat for marketing in the United Kingdom and Periostat's marketing approval
in  Austria,  Finland,  Switzerland,  Ireland,  Israel,  Italy,  Luxemborg,  the
Netherlands,  Portugal and Canada) will be approved by any regulatory  authority
for marketing in any jurisdiction  or, if approved,  that any such products will
be  successfully  commercialized  by  CollaGenex.  In addition,  there can be no
assurance  that  CollaGenex   will   successfully   promote   Pandel,   Atridox,
Atrisorb-FreeFlow  or  Atrisorb-D.  As a result of such  risks,  those risks set
forth in the section  entitled "Risks Factors" and others expressed from time to
time in  CollaGenex's  filings  with the  Securities  and  Exchange  Commission,
CollaGenex's  actual results may differ materially from the results discussed in
or implied by the forward-looking statements contained herein.

                        COLLAGENEX PHARMACEUTICALS, INC.

     CollaGenex   Pharmaceuticals,   Inc.  and   subsidiaries   is  a  specialty
pharmaceutical   company  currently  focused  on  providing  innovative  medical
therapies  to  the  dental  and   dermatology   markets.   Our  first   product,
Periostat(R),  is an orally administered,  prescription  pharmaceutical  product
that was approved by the United States Food and Drug Administration in September
1998 and is the first and only  pharmaceutical  to treat adult  periodontitis by
inhibiting the enzymes that destroy periodontal support tissues.

     We are marketing Periostat and other pharmaceutical  products to the dental
and dermatology  communities through our own professional  pharmaceutical  sales
force of approximately 115 sales  representatives  and managers.  Pursuant to an
exclusive  License and Marketing  Agreement  with Atrix  Laboratories,  Inc., we
began, in October 2001, to actively market Atrix's  proprietary dental products,
Atridox(R) and Atrisorb FreeFlow(R),  and, in February 2002,  Atrisorb-D(R),  to
the United States dental market (the "Atrix Products"). In May 2002, we

                                      -3-
<PAGE>

executed a sublicense agreement with Altana Inc. to, among other things,  market
and distribute,  in the United States and Puerto Rico, Pandel(R),  a mid-potency
topical  corticosteroid product developed by Altana Inc. We distribute Periostat
and  Pandel  through  drug  wholesalers  and large  retail  chains in the United
States. Periostat is also sold through wholesalers and direct to dentists in the
United Kingdom through our  wholly-owned  subsidiary,  CollaGenex  International
Ltd., and by distributors and licensees in certain other overseas  markets.  The
Atrix Products are distributed  through  specialty  distributors  who sell these
products directly to dental practitioners in the United States and Puerto Rico.

     We are a Delaware corporation. We were incorporated and began operations in
1992  under  the name  CollaGenex,  Inc.  and  changed  our  name to  CollaGenex
Pharmaceuticals, Inc. in April 1996. Our principal executive offices are located
at 41 University Drive, Newtown, Pennsylvania 18940, and our telephone number is
(215) 579-7388.

     In this prospectus,  the terms  "CollaGenex," "we," "us" and "our" includes
CollaGenex Pharmaceuticals, Inc. and its subsidiaries.

     Periostat(R),  Metastat(R),  Dermostat(R),   Nephrostat(R),   Osteostat(R),
Arthrostat(R),  Rheumastat(R), Corneostat(R), Gingistat(R), IMPACS(TM), PS20(R),
The Whole Mouth Treatment(R), Restoraderm(TM) and Dentaplex(R) are United States
trademarks  of CollaGenex  Pharmaceuticals,  Inc.  Periostat(R),  Nephrostat(R),
Optistat(R),  Xerostat(R)  and IMPACS(TM) are European  Community  trademarks of
CollaGenex  Pharmaceuticals,  Inc.  Periostat(R),   Nephrostat(R),  Optistat(R),
Xerostat(R),    IMPACS(R),    Dentaplex(R),    Restoraderm(R),     Dermastat(R),
Periocycline(R),  Periostatus(R)  and Periostan(R) are United Kingdom trademarks
of our wholly-owned  subsidiary,  CollaGenex  International Ltd.  CollaGenex(R),
PS20(R), "C" Logo(R) and The Whole Mouth Treatment(R) are European Community and
United Kingdom trademarks of CollaGenex International Ltd.  Periocycline(TM) and
Periostan(TM) are European Community Trademarks of CollaGenex International Ltd.
All other trade  names,  trademarks  or service  marks are the property of their
respective  owners and are not property of CollaGenex  Pharmaceuticals,  Inc. or
any of our subsidiaries.

                                      -4-

<PAGE>


                                  RISK FACTORS

     In  addition  to the  other  information  in this  Prospectus,  you  should
carefully  consider the following factors in evaluating whether to invest in the
Shares. The risks and uncertainties described below are not the only ones facing
our Company.  Additional  risks and  uncertainties  not presently known to us or
that we  currently  deem  immaterial  may also  impair our  business,  financial
condition and results of operations.

     If any of the following  risks  actually  occur,  our  business,  financial
condition or results of operations could be materially  adversely  affected.  In
such case,  the trading price of our Common Stock could decline and you may lose
all or part of your investment.

     This Prospectus also contains forward-looking statements that involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in the  forward-looking  statements as a result of certain  factors,
including the risks described below and elsewhere in this Prospectus.

     We Rely on Periostat for Most of Our Revenue.

     During the nine months ended  September  30, 2003 and the years ended 2002,
2001 and 2000,  Periostat  accounted for approximately  82%, 82%, 87% and 84% of
our total net revenues,  respectively.  Although we currently derive  additional
revenue  from  marketing  and/or  selling  other  products  (Atridox,   Atrisorb
FreeFlow,  Atrisorb-D and Pandel) and from licensing fees from foreign marketing
partners,  our revenue and  profitability  in the near future will depend on our
ability to successfully market and sell Periostat.

     Although we recently  settled our litigation with West-ward  Pharmaceutical
Corporation  ("West-ward"),   Mutual  Pharmaceutical  Company,  Inc.  ("Mutual")
submitted  an  application  to the FDA for  approval  of a  generic  version  of
Periostat.  Other companies may also have submitted applications for approval of
generic versions of Periostat.  We have filed suits to enforce our patent rights
and to compel the FDA to award  patent and  exclusivity  protections  that would
prevent a generic drug application from being approved now. On July 23, 2003, we
announced that the United States District Court for the District of Columbia had
granted a preliminary injunction temporarily  restraining the FDA from approving
any  Abbreviated  New Drug  Applications  ("ANDAs")  submitted  for any  generic
version of Periostat.  Until the Court has made a final ruling on our complaint,
the FDA  cannot  approve  the ANDAs on file for  West-ward's  20 mg  doxycycline
hyclate capsule, Mutual's 20 mg doxycycline hyclate tablet or any other ANDA for
a generic  version of  Periostat.  If the Court decides in favor of the FDA, the
FDA could begin to approve generic drugs immediately thereafter.

     As a  result  of the  ruling  in the  District  Court  of the  District  of
Columbia,  we have  withdrawn our motion for a temporary  restraining  order and
preliminary injunction in our patent infringement suit against Mutual, which was
filed in the  District  Court of the  Eastern  District  of New  York.  Our suit
against Mutual, however,  remains on file and a motion for injunctive relief can
be filed immediately if required.  We cannot be sure, however,  that one or more
generic versions of Periostat will not be approved and marketed.  If one or more
generic  versions of  Periostat  are approved and  marketed,  our revenues  from
Periostat would significantly  decrease,

                                      -5-
<PAGE>


and as result,  our  business,  financial  condition,  cash flows and results of
operations would be materially adversely affected.

     We May Not Be Able to Maintain Profitability.

     From our  founding in 1992  through the  commercial  launch of Periostat in
November,  1998,  we had no revenue from sales of our own  products.  During the
year ended  December 31, 2000, we experienced a net loss of  approximately  $8.8
million.  During the year ended  December 31, 2001, we experienced a net loss of
approximately  $8.1 million.  As of September  30, 2003, we have an  accumulated
deficit of $71.4 million. Our historical losses have resulted primarily from the
expenses  associated  with  our  pharmaceutical  development  program,  clinical
trials, the regulatory  approval process associated with Periostat and sales and
marketing  activities relating to Periostat.  Although we achieved net income of
$902,000,  $1.2  million,  $1.6  million  and $1.2  million  for the year  ended
December 30, 2002,  and each of the three months ended March 31, 2003,  June 30,
2003 and September 30, 2003, respectively, we expect to incur significant future
expenses, particularly with respect to the sales and marketing of Periostat, new
products  and  continuing  clinical  and  manufacturing  development  for  other
indications and formulations of Periostat,  and therefore,  we cannot be certain
that we will be able to maintain our profitability in the future, if at all.

     Our  Competitive  Position  in the  Marketplace  Depends on  Enforcing  and
Successfully Defending Our Intellectual Property Rights.

     In order to be competitive in the pharmaceutical  industry, it is important
to  establish,   enforce,  and  successfully  defend  patent  and  trade  secret
protection  for  our  established  and new  technologies.  We  must  also  avoid
liability from infringing the proprietary rights of others.

     Our core  technology is licensed from The Research  Foundation of the State
University of New York ("SUNY"),  and other  academic and research  institutions
collaborating  with  SUNY.  Under the  license  agreement  with SUNY (the  "SUNY
License") we have an  exclusive  worldwide  license to SUNY's  rights in certain
patents  and  patent   applications   to  make  and  sell   products   employing
tetracyclines  to treat certain  disease  conditions.  The SUNY License  imposes
various payment and reporting  obligations on us, and our failure to comply with
these  requirements  permits SUNY to  terminate  the SUNY  License.  If the SUNY
License  is  terminated,  we would lose our right to  exclude  competitors  from
commercializing  similar  products,  and we could be excluded from marketing the
same products if SUNY licensed the underlying  technology to a competitor  after
terminating the SUNY License.

     SUNY owns 31 United States patents and 6 United States patent  applications
that are licensed to us. The patents  licensed from SUNY expire between 2004 and
2019.  Two of the patents are related to Periostat  and expire in 2004 and 2007.
Technology  covered by these patents  becomes  available to  competitors  as the
patents expire.

     Since many of our patent rights cover new treatments  using  tetracyclines,
we may be  required  to bring  expensive  infringement  actions to  enforce  our
patents and protect our technology.  Although  federal law prohibits  making and
selling pharmaceuticals for infringing use, competitors and/or practitioners may
provide generic forms of tetracycline for treatment(s)

                                      -6-
<PAGE>

which  infringe  our  patents,  rather than  prescribe  our  Periostat  product.
Enforcement of patents can be expensive and time consuming.

     We are currently enforcing our patent rights against Mutual, a generic drug
company. Mutual has submitted a request for listing a generic tablet replacement
for  Periostat  on  the  New  Jersey  Formulary.  In  keeping  with  our  patent
enforcement  policy,  we have  initiated  a patent  infringement  action  in the
Eastern  District  of New York to  prevent  Mutual  from  introducing  a generic
version of Periostat.  A motion for preliminary  injunction was filed and served
to  prevent  Mutual  from  introducing  a generic  version of  Periostat  to the
marketplace.  As a result of our  litigation  against the FDA, we have withdrawn
our motion for a temporary  restraining order and preliminary  injunction in our
patent  infringement suit against Mutual,  although our complaint against Mutual
remains  outstanding.  Mutual has filed  various  claims  against us relating to
these matters.  We cannot be certain that Mutual or other third parties will not
receive FDA approval and introduce a competitive  generic  version of Periostat.
Any  infringement  or related  action  involving  Mutual or any third party will
likely  result in  significant  expenditures,  even if such actions are settled,
require substantial management time and may not be resolved in our favor.

     Our success also  depends upon  know-how,  trade  secrets,  and the skills,
knowledge and experience of our scientific and technical personnel. To that end,
we require all of our employees and, to the extent  possible,  all  consultants,
advisors and research  collaborators,  to enter into confidentiality  agreements
prohibiting  unauthorized  disclosure.  With respect to information and chemical
compounds we provide for testing to collaborators in academic  institutions,  we
cannot  guarantee that the  institutions  will not assert property rights in the
results of such tests nor that a license can be  reasonably  obtained  from such
institutions  which  assert such  rights.  Failure to obtain the benefit of such
testing could adversely affect our commercial  position and,  consequently,  our
financial condition.

     If We  Lose  Our  Sole  Supplier  of  Doxycycline  Hyclate  or Our  Current
Manufacturer  of  Periostat,   Our   Commercialization   of  Periostat  Will  be
Interrupted, Halted or Less Profitable.

     We rely on a single supplier,  Hovione  International  Limited ("Hovione"),
for doxycycline,  the active  ingredient in Periostat.  There are relatively few
alternative  suppliers of doxycycline  and Hovione  produces the majority of the
doxycycline used in the United States. Our current supply agreement with Hovione
expires on May 14,  2006 and  thereafter  automatically  renews  for  successive
two-year  periods  unless,  90 days prior to the expiration of any such periods,
either party gives the other party written notice of  termination.  In addition,
in the event of a default,  uncured for 90 days,  the  non-defaulting  party can
terminate  the  supply  agreement  effective  immediately  at the  end  of  such
ninety-day  period.  We rely on Hovione as our sole supplier of doxycycline  and
have no back-up  supplier at this time. If we are unable to procure a commercial
quantity of doxycycline from Hovione on an ongoing basis at a competitive price,
or if we cannot find a replacement supplier in a timely manner or with favorable
pricing terms, our costs may increase significantly and we may experience delays
in the supply of Periostat.

     We  have  entered  into  an   agreement   with  a  contract   manufacturer,
Pharmaceutical  Manufacturing  Research Services,  Inc. ("PMRS"), for our tablet
formulation for Periostat.  Our current  arrangement with PMRS has been extended
until the earlier of March 30, 2007 or until a

                                      -7-

<PAGE>

generic 20 mg doxycycline hyclate tablet is available on the market.  Currently,
PMRS  is  the  sole  third-party  contract   manufacturer  to  supply  a  tablet
formulation  of  Periostat  to us. Any  inability  of PMRS to produce and supply
product on agreed upon terms could result in delays in the supply of  Periostat.
The  introduction  of a generic 20 mg doxycycline  hyclate tablet could leave us
without a manufacturer or force us to negotiate a new  arrangement,  possibly on
less favorable  terms. We intend to contract with additional  manufacturers  for
the commercial  manufacture of Periostat tablets. We believe,  however,  that it
could  take  up to one  year  to  successfully  transition  from  PMRS  to a new
manufacturer.

     Our Products are Subject to Extensive Regulation by the FDA.

     Drugs and medical devices  generally require approval or clearance from the
FDA before  they can be  marketed in the United  States.  Periostat,  Pandel and
Atridox have been approved by the FDA as drugs. Atrisorb FreeFlow and Atrisorb-D
have  been  cleared  by the FDA as  medical  devices.  Our drug  products  under
development,  however,  will have to be  approved  by the FDA before they can be
marketed in the United States.  Also, we cannot market our approved products for
new indications  until the FDA approves the product for that indication.  If the
FDA does not approve our products under  development  or additional  indications
for marketed products in a timely fashion,  or does not approve them at all, our
financial condition may be adversely affected.

     In  addition,   drug  and  medical  device   products   remain  subject  to
comprehensive  regulation by the FDA while they are being marketed. The drug and
medical device  regulatory  schemes differ in detail,  but they are  essentially
similar. The FDA regulates,  for example, the safety,  manufacturing,  labeling,
and promotion of both drug and medical  device  products.  If we or our partners
who  manufacture  our  products  fail to comply  with  regulatory  requirements,
various adverse  consequences can result,  including  recalls,  civil penalties,
withdrawal  of the product  from the market  and/or the  imposition  of civil or
criminal sanctions.

     We  are,  and  will  increasingly  be,  subject  to a  variety  of  foreign
regulatory  regimes governing  clinical trials and sales of our products.  Other
than  Periostat,  which has been  approved by the Medicines  Control  Agency for
marketing in the United Kingdom and approved for marketing in Austria,  Finland,
Switzerland,  Ireland, Israel, Italy, Luxemburg,  the Netherlands,  Portugal and
Canada,  our  products  in  development  have not been  approved  in any foreign
country.  Whether  or not FDA  approval  has  been  obtained,  approval  of drug
products by the comparable  regulatory  authorities of foreign countries must be
obtained  prior to the  commencement  of  marketing  of those  products in those
countries.  The  approval  process  varies from  country to  country,  and other
countries may also impose post-approval requirements.

     A Small Number of Wholesale  Customers and Large Retail Chains  Account for
the  Majority  of Our  Sales,  and the Loss of One of Them,  or Changes in Their
Purchasing Patterns,  Could Result in Reduced Sales, Thereby Adversely Affecting
Our Operating Results.

     We  sell  most  of  our  products  to a  small  number  of  wholesale  drug
distributors.  For the year ended December 31, 2002,  sales to Cardinal  Health,
Inc.,  McKesson  Corporation  and  Amerisource-Bergen  Corporation,  represented
approximately  32%,  24% and 19%,  respectively,  of our  aggregate  net product
sales. For the nine months ended September 30, 2003, sales to

                                      -8-
<PAGE>

Cardinal Health, Inc., McKesson Corporation and Amerisource-Bergen  Corporation,
represented  approximately 43%, 30% and 19%, respectively,  of our aggregate net
product sales. The small number of wholesale drug distributors, consolidation in
this industry or financial  difficulties of these  distributors  could result in
the combination or elimination of warehouses,  which could temporarily  increase
returns  of our  products  or, as a result of  distributors  reducing  inventory
levels,  delay the  purchase  of our  products.  In  addition,  wholesalers  may
increase  purchase  levels in  anticipation  of future  price  increases  or may
capitalize  on  volume  discounts  to  acquire  inventory.  This  may  cause  an
unexpected  increase in the level of trade  inventories  normally  maintained by
wholesalers.  Although  we have  developed  a plan  to  manage  Periostat  trade
inventory levels,  this plan may not be effective.  If Periostat trade inventory
levels  become too high,  or if  prescription  growth of Periostat is lower than
expected by the trade,  wholesalers  and large retail  chains could reduce their
orders for  Periostat,  which could  result in reduced  sales of  Periostat  and
adversely affect our operating results.

     We Cannot Assure You that Our Pursuit of Business in the Dermatology Market
will be Successful.

     In January  2002,  we  announced  our plans to expand into the  dermatology
market.  During 2002,  we initiated a  150-patient  Phase III clinical  trial to
evaluate  the use of  Periostat  to  treat  rosacea,  we  announced  that we had
licensed  a  new  dermal  and  transdermal  drug  delivery   technology   called
Restoraderm, we executed a sublicense Agreement with Altana Inc. with respect to
the marketing and distribution of Pandel.  In addition,  we continue to actively
seek product licensing  opportunities to enhance our near-term  offerings to the
dermatology  market.  Our future success will depend on, among other things, our
ability  to:  (i)  achieve  market   acceptance  for  any  of  these  or  future
dermatological  offerings; (ii) hire and retain personnel with experience in the
dermatology market;  (iii) execute our business plan with respect to this market
segment;  and (iv) adapt to technical or  regulatory  changes once  operational.
Furthermore,  while we have  experience  in the  sales and  marketing  of dental
products,  we have virtually no experience in  dermatology.  This market is very
competitive and some of our competitors  have  substantially  greater  resources
than we have.  New  product  development  is a lengthy,  complex  and  uncertain
process that will require significant attention and resources from management. A
product candidate can fail at any stage of the development process due to, among
other things,  efficacy or safety  concerns,  the inability to obtain  necessary
regulatory approvals, the difficulty or excessive cost to manufacture and/or the
infringement of patents or intellectual property rights of others.  Furthermore,
the  sales  of new  products  may  prove to be  disappointing  and fail to reach
anticipated levels. We therefore cannot assure you that we will be successful in
our pursuit of business in the  dermatology  market,  or that we can sustain any
business in which we achieve initial success.

     If Our  Products  Cause  Injuries,  We May Incur  Significant  Expense  and
Liability.

     Our business may be adversely affected by potential product liability risks
inherent in the testing,  manufacturing  and  marketing  of Periostat  and other
products  developed by or for us or for which we have licensing or  co-promotion
rights. We have an aggregate of $10.0 million in product liability insurance for
Periostat,  our product  candidates  and products for which we have licensing or
co-promotion  rights.  This level of  insurance  may not  adequately  protect us
against product liability claims. Insufficient insurance coverage or the failure
to obtain indemnification

                                      -9-
<PAGE>

from third  parties for their  respective  liabilities  may expose us to product
liability  claims  and/or  recalls  and  could  cause  our  business,  financial
condition and results of operations to decline.

     Because Our  Executive  Officers,  Directors  and  Affiliated  Entities Own
Approximately  23.3% of Our Capital Stock, They Could Influence Our Actions in a
Manner  That  Conflicts  With  Our  Interests  and the  Interests  of Our  Other
Stockholders.

     Currently,  our  executive  officers,  directors  and  affiliated  entities
together  beneficially own approximately  23.3% of the outstanding shares of our
Common Stock or equity  securities  convertible  into Common Stock. As a result,
these  stockholders,   acting  together,   or  in  the  case  of  our  preferred
stockholders,  in  certain  instances,  as a  class,  will be able to  influence
corporate  actions  requiring  stockholder  approval,  including the election of
directors.  This  concentration  of ownership may have the effect of delaying or
preventing a change in control, including transactions in which our stockholders
might  otherwise  receive a premium for their  shares over then  current  market
prices.

     Our  Stock  Price is  Highly  Volatile  and,  Therefore,  the Value of Your
Investment May Fluctuate Significantly.

     The market  price of our Common  Stock has  fluctuated  and may continue to
fluctuate as a result of variations in our quarterly  operating  results.  These
fluctuations  may be  exaggerated  if the trading  volume of our Common Stock is
low. In addition, the stock market in general has experienced dramatic price and
volume  fluctuations  from time to time.  These  fluctuations  may or may not be
based upon any business or operating  results.  Our Common Stock may  experience
similar or even more dramatic  price and volume  fluctuations  that may continue
indefinitely.

     The  following  table sets forth the high and low closing  market price per
share for our Common  Stock for each of the  quarters  in the  period  beginning
January 1, 2000 through  December 31, 2003,  as reported on the Nasdaq  National
Market:

              Quarter Ended                        High              Low
  -----------------------------------         ---------------     -----------
  March 31, 2000.....................             $27.13            $12.63
  June 30, 2000......................             $15.50             $8.25
  September 30, 2000.................              $9.88             $8.06
  December 31, 2000..................              $7.88             $3.13
  March 31, 2001.....................              $6.00             $4.47
  June 30, 2001......................              $8.80             $5.06
  September 30, 2001.................             $10.00             $7.25
  December 31, 2001..................              $9.50             $7.50
  March 31, 2002.....................             $12.00             $7.72
  June 30, 2002......................             $11.65             $5.75
  September 30, 2002.................              $7.34             $4.70
  December 31, 2002..................              $9.93             $4.05
  March 31, 2003.....................             $11.03             $6.66
  June 30, 2003......................             $13.27             $8.62
  September 30, 2003.................             $15.84            $10.50
  December 31, 2003..................             $11.82             $8.90

                                      -10-
<PAGE>


                                 USE OF PROCEEDS

     CollaGenex  will not  receive  any  proceeds  from  the sale of the  Shares
covered by this Prospectus. While CollaGenex will receive sums upon any exercise
of options by the Selling  Shareholders,  CollaGenex  currently has no plans for
their application,  other than for general corporate purposes. CollaGenex cannot
assure you that any of such options will be exercised.

                            THE SELLING SHAREHOLDERS

     The  individuals  listed below (the  "Selling  Shareholders")  have or will
acquire  the  Shares  being  registered  pursuant  to the  exercise  of  options
previously  granted  to  them  by  CollaGenex.  The  Shares  may  not be sold or
otherwise   transferred  by  the  Selling  Shareholders  unless  and  until  the
applicable options are exercised in accordance with their terms.

     The following table sets forth:  (i) the name of each Selling  Shareholder;
(ii)  his or  her  position(s),  office  or  other  material  relationship  with
CollaGenex and its predecessors or affiliates,  over the last three years; (iii)
the number of shares of Common Stock owned (or subject to options or convertible
securities) by each Selling  Shareholder  as of the date of this  Prospectus and
prior to this  offering;  (iv) the number of shares of Common Stock which may be
offered and are being registered for the account of each Selling  Shareholder by
this  Prospectus  (all of which  have  been or may be  acquired  by the  Selling
Shareholders  pursuant  to the  exercise of options  subject to the  appropriate
vesting of such options); and (v) the amount of Common Stock to be owned by each
such Selling  Shareholder if such Selling  Shareholder were to sell all of their
shares of Common Stock covered by this Prospectus.


                                      -11-

<PAGE>

     CollaGenex  cannot  assure you that any of the  Selling  Shareholders  will
offer for sale or sell any or all of the Shares offered by them pursuant to this
Prospectus.


<TABLE>
<CAPTION>

                                                                                                              NUMBER OF
                                                                  NUMBER OF                 NUMBER             SHARES/
                                                                    SHARES/                   OF            PERCENTAGE OF
                                                                  PERCENTAGE OF             SHARES           COMMON STOCK
                                                                  COMMON STOCK                OF             OWNED AFTER
                                                                    PRIOR TO                COMMON           THE OFFERING
                                                                  OFFERING (BOTH            STOCK            (BOTH HELD
                                                                   HELD DIRECTLY            TO BE             DIRECTLY OR
        NAME                               COLLAGENEX             OR INDIRECTLY)(1)         OFFERED          INDIRECTLY)(2)
----------------------------         -------------------------   ---------------------   --------------   ------------------------

<S>                                  <C>                           <C>                     <C>                 <C>
Colin W. Stewart                     President, Chief              300,000/2.1%(3)         300,000              0/*
                                     Executive Officer and
                                     Director
Nancy C. Broadbent                   Chief Financial               274,875/1.7%(4)          80,000          194,875 /1.4%
                                     Officer, Secretary and
                                     Treasurer
David P. Pfeiffer                    Senior Vice President,        287,500/2.0%(5)          90,000          197,500/1.4%
                                     Sales and Marketing
Paul Lubetkin                        Senior Vice President           60,000/*(6)            60,000              0/*
                                     and General Counsel
Klaus Theobald                       Senior Vice President           80,000/*(7)            80,000              0/*
                                     and Chief Medical
                                     Officer
Brian M. Gallagher                   Director                      595,000/4.1%(8)          75,000          520,000/3.6%
Peter R. Barnett, D.M.D.             Director                        51,256/*(9)            22,356            28,900/*
Robert C. Black                      Director                        47,356/*(10)           22,356            25,000/*
James E. Daverman                    Chairman of the Board         102,356/*(11)            22,356            80,000/*
                                     and Director
Robert J. Easton                     Director                        98,431/*(12)           22,356            76,075/*
Stephen A. Kaplan                    Director                    1,902,361/12.1%(13)        22,356          1,880,005/11.9%
W. James O'Shea                      Director                        49,856/*(14)           24,856            25,000/*

-----------------
</TABLE>

*        Less than one-percent.

(1)  Applicable  percentage of ownership is based on 13,869,208 shares of Common
     Stock outstanding as of January 16, 2004, plus any Common Stock equivalents
     or convertible  securities held and shares  beneficially owned by each such
     holder as set forth herein.

(2)  Assumes  that all  Shares  to be  offered,  as set  forth  above,  are sold
     pursuant  to this  offering  and that no other  shares of Common  Stock are
     acquired  or  disposed  of  by  the  Selling   Shareholders  prior  to  the
     termination of this  offering.  Because the Selling  Shareholders  may sell
     all, some or none of their Shares or may acquire or dispose of other shares
     of Common Stock, no reliable  estimate can be made of the aggregate  number
     of Shares  that will be sold  pursuant  to this  offering  or the number or
     percentage of shares of Common Stock that each Selling Shareholder will own
     upon completion of this offering.

                                      -12-
<PAGE>


(3)  Includes  300,000 vested and unvested  options to purchase shares of Common
     Stock prior to this Offering

(4)  Includes  224,000 vested and unvested  options to purchase shares of Common
     Stock prior to this  Offering.  Also includes  2,000 shares of Common Stock
     held by Ms. Broadbent's spouse and 1,000 shares of Common Stock held by Ms.
     Broadbent's parent who resides with her.

(5)  Includes  280,000 vested and unvested  options to purchase shares of Common
     Stock prior to this Offering.

(6)  Includes  60,000 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(7)  Includes  80,000 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(8)  Includes 470,000 vested options to purchase shares of Common Stock prior to
     this Offering.

(9)  Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(10) Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(11) Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(12) Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(13) Includes  47,356  vested and unvested  options (the  "Options") to purchase
     shares of Common  Stock prior to this  Offering  and 3,000 shares of Common
     Stock held by Mr.  Kaplan.  Mr.  Kaplan is a principal  of Oaktree  Capital
     Management,  LLC ("Oaktree"),  a limited liability company and a registered
     investment  adviser under the  Investment  Advisers Act of 1940 as amended.
     Oaktree is the general  partner of OCM Principal  Opportunities  Fund, L.P.
     (the "Fund").  The Fund is the direct holder of 177,000  shares of Series D
     Convertible  Preferred  Stock of the Issuer  (convertible  at any time into
     1,789,072  shares of common  stock of the  Issuer),  and  62,933  shares of
     common  stock of the  Issuer  (after  giving  effect  to the sale of shares
     reported herein). Mr. Kaplan disclaims all pecuniary and other interests in
     the Options in which the Fund will be the beneficial holder. Mr. Kaplan may
     be deemed a beneficial  owner of the  securities set forth herein by virtue
     of his status as a member and principal of Oaktree. Except to the extent of
     his pecuniary interest therein,  Mr. Kaplan disclaims  beneficial ownership
     of such shares and the filing of this Form S-8 shall not be construed as an
     admission  that  such  person  is the  beneficial  owner of any  securities
     covered by this Form S-8.

                                      -13-
<PAGE>


(14) Includes  49,856 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

                                      -14-

<PAGE>

                              PLAN OF DISTRIBUTION

     The Selling  Shareholders have not advised  CollaGenex of any specific plan
for the sale or distribution of the Shares.  If and when they occur,  such sales
may be made in any of the following manners:

     -    On the  Nasdaq  National  Market (or  through  the  facilities  of any
          national securities exchange or U.S. inter-dealer  quotation system of
          a registered national securities association,  on which the shares are
          then listed,  admitted to unlisted trading  privileges or included for
          quotation);

     -    In public or privately negotiated transactions;

     -    In transactions involving principals or brokers;

     -    In a combination of such methods of sale; or

     -    Any other lawful methods.

     Although sales of the Shares are, in general, expected to be made at market
prices  prevailing  at the time of sale,  the  Shares may also be sold at prices
related to such  prevailing  market  prices or at negotiated  prices,  which may
differ considerably.

     When offering the Shares  covered by this  Prospectus,  each of the Selling
Shareholders  and any  broker-dealers  who  sell  the  Shares  for  the  Selling
Shareholders may be "underwriters" within the meaning of the Securities Act, and
any profits  realized by such Selling  Shareholders and the compensation of such
broker-dealers may be underwriting discounts and commissions.

     Sales  through  brokers may be made by any method of trading  authorized by
any stock exchange or market on which the Shares may be listed,  including block
trading in negotiated transactions. Without limiting the foregoing, such brokers
may act as  dealers  by  purchasing  any or all of the  Shares  covered  by this
Prospectus, either as agents for others or as principals for their own accounts,
and reselling such Shares pursuant to this Prospectus.  The Selling Shareholders
may effect such  transactions  directly,  or  indirectly  through  underwriters,
broker-dealers  or agents acting on their behalf. In connection with such sales,
such  broker-dealers  or  agents  may  receive   compensation  in  the  form  of
commissions,  concessions, allowances or discounts, any or all of which might be
in excess of customary amounts.

     Each of the Selling  Shareholders is acting  independently of CollaGenex in
making  decisions  with  respect to the timing,  manner and size of each sale of
Shares. CollaGenex has not been advised of any definitive selling arrangement at
the  date  of  this   Prospectus   between  any  Selling   Shareholder  and  any
broker-dealer or agent.

     To the  extent  required,  the  names  of  any  agents,  broker-dealers  or
underwriters and applicable commissions,  concessions,  allowances or discounts,
and any other required  information  with respect to any particular offer of the
Shares  by  the  Selling  Shareholders,  will  be  set  forth  in  a  Prospectus
Supplement.

     The  expenses  of  preparing  and filing  this  Prospectus  and the related
Registration  Statement with the Securities and Exchange Commission will be paid
entirely by CollaGenex.

                                      -15-
<PAGE>

Shares of Common Stock  covered by this  Prospectus  also may qualify to be sold
pursuant to Rule 144 under the  Securities  Act,  rather  than  pursuant to this
Prospectus.  The Selling Shareholders have been advised that they are subject to
the applicable  provisions of the  Securities  Exchange Act of 1934, as amended,
including without limitation, Rule 10b-5 thereunder.

     Neither CollaGenex nor the Selling Shareholders can estimate at the present
time the amount of  commissions  or discounts,  if any, that will be paid by the
Selling Shareholders on account of their sales of the Shares from time to time.

                                  LEGAL MATTERS

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for CollaGenex by Hale and Dorr LLP, 650 College Road East, Princeton,  New
Jersey 08540.

                                     EXPERTS

     The   consolidated   financial   statements   and  schedule  of  CollaGenex
Pharmaceuticals, Inc. and subsidiaries as of December 31, 2001 and 2002, and for
each of the years in the three-year  period ended  December 31, 2002,  have been
incorporated by reference herein and in the  registration  statement in reliance
upon the report of KPMG LLP, independent accountants,  incorporated by reference
herein and in the registration statement, and upon the authority of said firm as
experts in accounting and auditing.  The audit report  covering the December 31,
2002 consolidated  financial  statements refers to the Company's adoption of the
provisions of the Securities and Exchange Commission's Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements", in 2000.

                      INFORMATION INCORPORATED BY REFERENCE

     The Securities and Exchange Commission allows CollaGenex to "incorporate by
reference"  the  information  CollaGenex  files with the Securities and Exchange
Commission,  which means that CollaGenex can disclose  important  information to
you by  referring  you to  those  documents.  The  information  incorporated  by
reference  is an  important  part  of  this  Prospectus,  and  information  that
CollaGenex  files  later  with  the  Securities  and  Exchange  Commission  will
automatically update and supersede this information.  CollaGenex incorporates by
reference the documents  listed below and any future  filings made by CollaGenex
with the Securities and Exchange  Commission under Sections 13(a),  13(c), 14 or
15(d)  of  the  Exchange  Act  of  1934,  as  amended,  until  the  filing  of a
post-effective  amendment to this Prospectus which indicates that all securities
registered  have been sold or which  deregisters  all securities  then remaining
unsold:

          -    CollaGenex's Annual Report on Form 10-K for the fiscal year ended
               December  31,  2002  filed  with  the   Securities  and  Exchange
               Commission  on March 31, 2003 to disclose  information  regarding
               the financial  position,  results of operations and cash flows of
               CollaGenex and its subsidiaries;

          -    CollaGenex's  Definitive  Proxy  Materials for the Company's 2003
               Annual  Meeting of  Stockholders,  filed with the  Securities and
               Exchange Commission

                                      -16-
<PAGE>

               April 23, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on February 14, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on March 19, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on July 14, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on July 16, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on July 23, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on October 8, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on November 10, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on December 8, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on December 8, 2003;

          -    CollaGenex's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 2003 filed with the Securities and Exchange  Commission
               on May 15, 2003, to disclose information  regarding the financial
               position  results of operations  and cash flows of CollaGenex and
               its subsidiaries;

          -    CollaGenex's  Quarterly Report on Form 10-Q for the quarter ended
               June 30, 2003 filed with the Securities  and Exchange  Commission
               on  August  14,  2003,  to  disclose  information  regarding  the
               financial  position  results  of  operations  and  cash  flows of
               CollaGenex and its subsidiaries;

          -    CollaGenex's  Quarterly Report on Form 10-Q for the quarter ended
               September  30,  2003  filed  with  the  Securities  and  Exchange
               Commission  on  November  14,  2003,   to  disclose   information
               regarding the financial  position  results of operations and cash
               flows of CollaGenex and its subsidiaries; and

          -    The  description of  CollaGenex's  common stock,  $.01 par value,
               which is contained in CollaGenex's Registration Statement on Form
               8-A filed  pursuant to Section 12(g) of the Exchange Act of 1934,
               as amended,  in the form declared effective by the Securities and
               Exchange Commission on June 20, 1996, including

                                      -17-

<PAGE>

               any  subsequent  amendments  or reports  filed for the purpose of
               updating such description.

     CollaGenex  will provide to any person,  including any beneficial  owner of
its securities,  to whom this  Prospectus is delivered,  a copy of any or all of
the information  that has been  incorporated by reference in this Prospectus but
not delivered with this Prospectus. You may make such requests at no cost to you
by writing or telephoning CollaGenex at the following address or number:

                  CollaGenex Pharmaceuticals, Inc.
                  41 University Drive
                  Newtown, Pennsylvania 18940
                  Attention: Chief Financial Officer
                  Telephone: (215) 579-7388

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  Prospectus or any  Prospectus  Supplement.  CollaGenex has not
authorized anyone else to provide you with different information.  CollaGenex is
not  making an offer of these  securities  in any  state  where the offer is not
permitted.  You should not assume that the information in this Prospectus or any
Prospectus  Supplement  is  accurate  as of any date  other than the date on the
front of those documents.

                       WHERE YOU CAN FIND MORE INFORMATION

     CollaGenex files annual,  quarterly and special  reports,  proxy statements
and other information with the Securities and Exchange Commission.  CollaGenex's
Securities and Exchange  Commission filings are available to the public over the
Internet   at   the   Securities   and   Exchange    Commission's   website   at
http://www.sec.gov.  You may also  read  and  copy,  at  prescribed  rates,  any
document  CollaGenex  files with the Securities  and Exchange  Commission at the
Securities and Exchange  Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission
at  1-800-SEC-0330  for  further  information  regarding  the  operation  of the
Securities and Exchange Commission's Public Reference Room.

     CollaGenex  has  filed  with  the  Securities  and  Exchange  Commission  a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares  offered  hereby.  This  Prospectus,  which  constitutes  a part  of that
registration  statement,  does not contain all the information  contained in the
registration statement and its exhibits. For further information with respect to
CollaGenex and the Shares, you should consult the registration statement and its
exhibits.  Statements contained in this Prospectus  concerning the provisions of
any documents are necessarily  summaries of those documents,  and each statement
is qualified in its entirety by reference to the copy of the document filed with
the Securities and Exchange  Commission.  The registration  statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement,  are available for inspection and
copying as described above.

                                      -18-

<PAGE>


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

     Article V of CollaGenex's By-laws specifies that CollaGenex shall indemnify
its  directors,  officers,  employees  and agents  because he or she was or is a
director, officer,

                                      -19-
<PAGE>

employee  or  agent  of  CollaGenex  or was or is  serving  at  the  request  of
CollaGenex as a director,  officer,  employee or agent of another  entity to the
full extent that such right of  indemnity  is permitted by the laws of the State
of Delaware.  This  provision of the By-laws is deemed to be a contract  between
CollaGenex and each director and officer who serves in such capacity at any time
while  such  provision  and the  relevant  provisions  of the  Delaware  General
Corporation Law are in effect, and any repeal or modification  thereof shall not
offset any action,  suit or  proceeding  theretofore  or  thereafter  brought or
threatened  based in  whole  or in part  upon  any  such  state  of  facts.  The
affirmative  vote of the  holders  of at least  80% of the  voting  power of all
outstanding  shares  of  the  capital  stock  of  CollaGenex,  and,  in  certain
circumstances,  66 2/3% of the  voting  power of all  outstanding  shares of the
Series D cumulative  convertible  preferred stock of CollaGenex,  is required to
adopt, amend or repeal such provision of the By-laws.

     CollaGenex  has  executed  indemnification  agreements  with  each  of  its
officers and directors pursuant to which CollaGenex has agreed to indemnify such
parties to the full extent permitted by law, subject to certain  exceptions,  if
such party  becomes  subject  to an action  because  such  party is a  director,
officer, employee, agent or fiduciary of CollaGenex.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables  a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper  personal  benefit.  This section also
will have no effect on claims arising under the federal securities laws.

     CollaGenex's  Amended and Restated  Certificate of Incorporation limits the
liability of its directors as authorized by Section  102(b)(7).  The affirmative
vote of the  holders  of at least  75% of the  voting  power of all  outstanding
shares of the capital stock of  CollaGenex,  and, in certain  circumstances,  66
2/3% of the voting  power of all  outstanding  shares of the Series D cumulative
convertible preferred stock of CollaGenex, is required to amend such provisions.

     CollaGenex  has  obtained  liability  insurance  for  the  benefit  of  its
directors  and officers  which  provides  coverage  for losses of directors  and
officers for  liabilities  arising out of claims  against such persons acting as
directors  or officers of  CollaGenex  (or any  subsidiary  thereof)  due to any
breach of duty, neglect, error, misstatement,  misleading statement, omission or
act done by such directors and officers, except as prohibited by law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to  directors,  officers,  and  controlling  persons of
CollaGenex pursuant to the foregoing  provisions,  or otherwise,  CollaGenex has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.


                                      -20-

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     We are subject to the informational and reporting  requirements of Sections
13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), and in accordance therewith file reports,  proxy statements and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  The following documents,  which are on file with the Commission,
are incorporated in this registration statement by reference:

     (a) Our Annual  Report on Form 10-K for the fiscal year ended  December 31,
2002 filed with the Commission on March 31, 2003.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

     (c) The description of CollaGenex's  common stock, $.01 par value, which is
contained in our  Registration  Statement on Form 8-A filed  pursuant to Section
12(g) of the Exchange Act, in the form declared  effective by the  Commission on
June 20, 1996,  including  any  subsequent  amendments  or reports filed for the
purpose of updating such description.

     All documents  subsequently filed by us 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  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of the filing of such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be  modified  or  superseded  for the  purposes  of this  registration
statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered by this registration statement.

                                      II-1
<PAGE>

Item 6. Indemnification of Directors and Officers.

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

                                      II-2
<PAGE>


     Article V of CollaGenex's By-laws specifies that CollaGenex shall indemnify
its  directors,  officers,  employees  and agents  because he or she was or is a
director,  officer,  employee or agent of CollaGenex or was or is serving at the
request of  CollaGenex  as a  director,  officer,  employee  or agent of another
entity to the full extent that such right of  indemnity is permitted by the laws
of the  State of  Delaware.  This  provision  of the  By-laws  is deemed to be a
contract  between  CollaGenex  and each  director and officer who serves in such
capacity at any time while such  provision  and the relevant  provisions  of the
Delaware General  Corporation Law are in effect,  and any repeal or modification
thereof  shall  not  offset  any  action,  suit  or  proceeding  theretofore  or
thereafter  brought or threatened  based in whole or in part upon any such state
of facts.  The  affirmative  vote of the  holders  of at least 80% of the voting
power of all  outstanding  shares of the capital  stock of  CollaGenex,  and, in
certain circumstances,  66 2/3% of the voting power of all outstanding shares of
the Series D cumulative  convertible preferred stock of CollaGenex,  is required
to adopt, amend or repeal such provision of the By-laws.

     CollaGenex  has  executed  indemnification  agreements  with  each  of  its
officers and directors pursuant to which CollaGenex has agreed to indemnify such
parties to the full extent permitted by law, subject to certain  exceptions,  if
such party  becomes  subject  to an action  because  such  party is a  director,
officer, employee, agent or fiduciary of CollaGenex.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables  a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper  personal  benefit.  This section also
will have no effect on claims arising under the federal securities laws.

     CollaGenex's  Amended and Restated  Certificate of Incorporation limits the
liability of its directors as authorized by Section  102(b)(7).  The affirmative
vote of the  holders  of at least  75% of the  voting  power of all  outstanding
shares of the capital stock of  CollaGenex,  and, in certain  circumstances,  66
2/3% of the voting  power of all  outstanding  shares of the Series D cumulative
convertible preferred stock of CollaGenex, is required to amend such provisions.

     CollaGenex  has  obtained  liability  insurance  for  the  benefit  of  its
directors  and officers  which  provides  coverage  for losses of directors  and
officers for  liabilities  arising out of claims  against such persons acting as
directors  or officers of  CollaGenex  (or any  subsidiary  thereof)  due to any
breach of duty, neglect, error, misstatement,  misleading statement, omission or
act done by such directors and officers, except as prohibited by law.

Item 7. Exemption from Registration Claimed.

     The issuance of the Shares being offered by the Form S-3 Reoffer Prospectus
were or will be deemed  exempt from  registration  under the  Securities  Act in
reliance upon either  Section 4(2) of the  Securities  Act as  transactions  not
involving  any  public  offering  or  Rule  701  under  the  Securities  Act  as
transactions  made  pursuant  to a written  compensatory  plan or  pursuant to a
written contract relating to compensation.

                                      II-3
<PAGE>


Item 8. Exhibits.

Exhibit Number                    Description
-----------------   -----------------------------------------------------

5.1                 Opinion of Hale and Dorr LLP.

23.1                Consent of KPMG LLP.

23.2                Consent of Hale and Dorr LLP (contained in the opinion filed
                    as Exhibit 5.1).

24                  Power of Attorney (contained on the signature page of this
                    Registration Statement).

Item 9. Undertakings.

          a.   CollaGenex 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 this 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; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    registration  statement  or  any  material  change  to  such
                    information in this registration statement;

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

                                      II-4
<PAGE>


     b. 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 this 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.

     c. 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 foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC 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, 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.

                                      II-5

<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Newtown,  State of  Pennsylvania  on this 6th day of
February, 2004.

                        COLLAGENEX PHARMACEUTICALS, INC.



                                      By: /s/ Colin W. Stewart
                                          --------------------------
                                          Colin W. Stewart
                                          President and Chief Executive Officer




<PAGE>


                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitutes and appoints Colin W. Stewart and Nancy C. Broadbent,
and each of them, true and lawful  attorneys-in-fact  and agents with full power
of substitution  and  resubstitution,  for him 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, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

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

<S>                                           <C>                                              <C>
/s/ Colin W. Stewart                          President, Chief Executive Officer               February 6, 2004
---------------------------------             and Director (Principal Executive Officer)
Colin W. Stewart


/s/ Nancy C. Broadbent                        Chief Financial Officer, Treasurer and           February 6, 2004
---------------------------------             Secretary (Principal Financial and
Nancy C. Broadbent                            Accounting Officer)


                                              Director
--------------------------------
Brian M. Gallagher, Ph.D.


/s/ Peter R. Barnett, D.M.D.                  Director                                         February 6, 2004
--------------------------------
Peter R. Barnett, D.M.D.


/s/ Robert C. Black                           Director                                         February 6, 2004
--------------------------------
Robert C. Black


/s/ James E. Daverman                         Chairman of the Board and Director               February 6, 2004
--------------------------------
James E. Daverman


/s/ Robert J. Easton                          Director                                         February 6, 2004
--------------------------------
Robert J. Easton

/s/ Stephen A. Kaplan                         Director                                         February 6, 2004
--------------------------------
Stephen A. Kaplan

/s/ W. James O'Shea                           Director                                         February 6, 2004
--------------------------------
W. James O'Shea
</TABLE>



<PAGE>


                                  EXHIBIT INDEX


 Exhibit Number               Description
----------------    --------------------------------------------------------
5.1                 Opinion of Hale and Dorr LLP.

23.1                Consent of KPMG LLP.

23.2                Consent of Hale and Dorr LLP (contained in the opinion filed
                    as Exhibit 5.1).

24                  Power of Attorney (contained on the signature page of this
                    Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "s-8_2604.txt", "description": "S-8", "secsgml_size_bytes": 91819}]
{"company-data": {"conformed-name": "COLLAGENEX PHARMACEUTICALS INC", "cik": "0001012270", "assigned-sic": "2834", "irs-number": "521758016", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112564", "film-number": "04573822"}, "business-address": {"street1": "41 UNIVERSITY DRIVE", "city": "NEWTON", "state": "PA", "zip": "18940", "phone": "2155797388"}, "mail-address": {"street1": "41 UNIVERSITY DRIVE", "city": "NEWTON", "state": "PA", "zip": "18940"}}
As filed with the Securities and Exchange Commission on February 6, 2004
                                                       Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                        COLLAGENEX PHARMACEUTICALS, INC.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                   41 University Drive
         Delaware                 Newtown, Pennsylvania 18940      52-1758016
-------------------------------- ----------------------------  -----------------
(State or Other Jurisdiction       (Address of Principal       (I.R.S. Employer
of Incorporation or Organization)   Executive Offices)       Identification No.)
                                        (Zip Code)

                                 1996 Stock Plan
                              December 2003 Options
-------------------------------------------------------------------------------
                            (Full Title of the Plans)

                                Colin W. Stewart
                      President and Chief Executive Officer
                        CollaGenex Pharmaceuticals, Inc.
                               41 University Drive
                           Newtown, Pennsylvania 18940
-------------------------------------------------------------------------------
                             (Name and Address of
                               Agent for Service)

                                (215) 579-7388
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy To:

                             William J. Thomas, Esq.
                              Tod K. Reichert, Esq.
                                Hale and Dorr LLP
                              650 College Road East
                               Princeton, NJ 08540
                                 (609) 750-7600
CALCULATION OF REGISTRATION FEE

===================================================================================================================================
                                                                            Proposed
                                                                             Maximum           Proposed
                                                            Amount           Offering           Maximum              Amount Of
                 Title Of Securities                         To Be          Price Per          Aggregate           Registration
                   To Be Registered                      Registered(1)        Share          Offering Price             Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share:
   Shares to be issued pursuant to prior option
       grants under the 1996 Stock Plan............       828,840           $10.57(2)         $8,760,838.80(2)         $1,109.99

   Shares to be issued pursuant to future option
     grants under the 1996 Stock Plan.............        171,160           $10.27(3)         $1,757,813.20(3)         $ 222.71

   Shares to be issued pursuant to prior option
       grants under the December 2003
       Options.....................................       300,000           $10.25(4)         $3,075,000.00(4)         $ 389.60
----------------------------------------------------------------------------------------------------------------------------------
===================================================================================================================================
       TOTAL.......................................     1,300,000                             $13,593,652.00           $1,722.30
(1)  For the sole purpose of  calculating  the  registration  fee, the number of
     shares to be registered under this Registration  Statement has been divided
     among three (3) subtotals.

(2)  Pursuant to Rule 457(h),  these prices are  calculated  based on a weighted
     average  exercise price of $10.57 per share covering 828,840 shares subject
     to stock options granted under the 1996 Stock Plan.

(3)  Pursuant to Rule 457(h) and Rule 457(c),  these prices are estimated solely
     for the purpose of calculating the  registration fee and are based upon the
     average of the high and low  prices of the  Company's  Common  Stock on the
     Nasdaq National Market on February 5, 2004.

(4)  Pursuant to Rule 457(h),  these prices are  calculated  based on a weighted
     average  exercise price of $10.25 per share covering 300,000 shares subject
     to stock options granted under the December 2003 Options.

     Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
Registration  Statement also covers an indeterminate  number of shares as may be
issued as a result of the  anti-dilution  provisions  of the 1996 Stock Plan and
the December 2003 Options.

                                 ---------------

                                       ii
EXPLANATORY NOTE

     This Registration Statement contains two parts:

     The first part contains a Reoffer Prospectus (the "Prospectus") prepared in
accordance with the  requirements  of Part I of Form S-3. The Prospectus  covers
reoffers  and resales of shares of common  stock,  $.01 par value per share (the
"Common Stock"),  of CollaGenex  Pharmaceuticals,  Inc.  ("CollaGenex")  or (the
"Company") by certain  affiliates (as such term is defined under Rule 405 of the
Securities  Act of 1933,  as  amended) of the  Company  with  respect to options
granted prior to the date hereof (821,636 shares) pursuant to the Company's 1996
Stock Plan and the December 2003 Options. All such individuals are listed on the
Selling Shareholder table herein.

     The  second  part  contains   "Information  Required  in  the  Registration
Statement"  prepared in accordance with the  requirements of Part II of Form S-8
with respect to options to purchase  1,000,000  shares of Common  Stock  granted
pursuant  to the 1996  Stock  Plan,  prior to the date  hereof,  and that may be
granted  subsequent to the date hereof.  Such  1,000,000  shares of Common Stock
relate to previously  approved increases in the number of shares of Common Stock
authorized  for issuance  upon the  exercise of options to be granted  under the
1996 Stock Plan.

                                      iii
PROSPECTUS

                  S-3 Reoffer Prospectus dated February 6, 2004

                        COLLAGENEX PHARMACEUTICALS, INC.

                         821,636 Shares of Common Stock
                Issued or Issuable under the 1996 Stock Plan and
                  that certain December 2003 Option Agreement.

     This  Prospectus  relates to the public  resale,  from time to time,  of an
aggregate of 821,636 shares (the  "Shares") of our Common Stock,  $.01 par value
(the "Common  Stock") by certain  shareholders  identified  below in the section
entitled "The Selling  Shareholders."  These Shares have been or may be acquired
upon the exercise of stock options  granted  pursuant to our 1996 Stock Plan and
that certain December 2003 Option Agreement (the "Plans").

     We will not  receive  any of the  proceeds  from  the  sale by the  Selling
Shareholders of the Shares covered by this Prospectus.

     We have not entered into any  underwriting  arrangements in connection with
the sale of  Shares.  The  Shares  may be sold from time to time by the  Selling
Shareholders or by permitted  pledgees,  donees,  transferees or other permitted
successors in interest and may be made on the Nasdaq  National  Market at prices
and at terms then  prevailing  or at prices  related to the then current  market
price, or in negotiated transactions.

     Our Common Stock is traded on the Nasdaq  National  Market under the symbol
"CGPI." On February 5, 2004,  the closing  sale price of our Common Stock on the
Nasdaq National Market was $10.11 per share.

     Investing  in the Common  Stock  involves a high degree of risk.  See "Risk
Factors" beginning on page 5.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                The date of this Prospectus is February 6, 2004.
PROSPECTUS TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
Special Note Regarding Forward-Looking Information.....................................................         3
CollaGenex Pharmaceuticals, Inc........................................................................         3
Risk Factors...........................................................................................         5
       We Rely on Periostat for Most of Our Revenue....................................................         5
       We May Not Be Able to Maintain Profitability....................................................         6
       Our Competitive Position in the Marketplace Depends on Enforcing and
          Successfully Defending Our Intellectual Property Rights......................................         6
       If We Lose Our Sole Supplier of Doxycycline Hyclate or Our Current
          Manufacturer of Periostat, Our Commercialization of Periostat Will be
          Interrupted, Halted or Less Profitable.......................................................         7
       Our Products are Subject to Extensive Regulation by the FDA.....................................         8
       A Small Number of Wholesale Customers and Large Retail Chains
          Account for the Majority of Our Sales, and the Loss of One of Them, or Changes in
          Their Purchasing Patterns, Could Result in Reduced Sales, Thereby
          Adversely Affecting Our Operating Results....................................................         8
       We Cannot Assure You that Our Pursuit of Business in the Dermatology
          Market will be Successful....................................................................         9
       If Our Products Cause Injuries, We May Incur Significant Expense and
          Liability....................................................................................         9
       Because Our Executive Officers, Directors and Affiliated Entities Own
          Approximately 23.3% of Our Capital Stock, They Could Influence Our
          Actions in a Manner That Conflicts With Our Interests and the Interests of
          Our Other Stockholders.......................................................................        10
       Our Stock Price is Highly Volatile and, Therefore, the Value of Your
          Investment May Fluctuate Significantly.......................................................        10
Use of Proceeds........................................................................................        11
The Selling Shareholders...............................................................................        11
Plan of Distribution...................................................................................        15
Legal Matters..........................................................................................        16
Experts................................................................................................        16
Information Incorporated by Reference..................................................................        16
Where You Can Find More Information....................................................................        18
Indemnification of Directors and Officers..............................................................        19
-2-
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     This   prospectus   and   the   documents   incorporated   herein   contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended,  and Section 21E of the  Securities and Exchange Act of
1934,  as  amended.  For  this  purpose,  any  statements  contained  herein  or
incorporated   herein  that  are  not  statements  of  historical  fact  may  be
forward-looking  statements.  For example,  the words "may," "will," "continue,"
"believes,"  "expects,"  "anticipates,"  "intends,"  "estimates,"  "should"  and
similar expressions are intended to identify forward-looking  statements.  There
are a number of  important  factors  that could  cause  CollaGenex's  results to
differ materially from those indicated by such forward-looking statements. These
factors  include  those set forth in the section  entitled  "Risk  Factors."  In
particular,  our business of selling,  marketing and  developing  pharmaceutical
products is subject to a number of significant  risks,  including risks relating
to the  implementation  of CollaGenex's  sales and marketing plans for Periostat
and other products that we market,  risks  inherent in research and  development
activities,  risks  associated  with  enforcement of our  intellectual  property
rights,  including risks relating to the outcome and  consequences of our patent
litigation  against  Mutual  Pharmaceutical  Company,  risks  that  the FDA will
approve products, such as Mutual's product, that will compete with and limit the
market for  Periostat,  risks  relating to our  litigation  with the FDA,  risks
associated  with  conducting  business  in a highly  regulated  environment  and
uncertainty   relating  to  clinical  trials  of  products  under   development.
CollaGenex's  success  depends to a large degree upon the market  acceptance  of
Periostat by periodontists,  dental practitioners,  other health care providers,
patients and insurance  companies.  There can be no assurance that  CollaGenex's
product  candidates (other than the FDA's approval of Periostat for marketing in
the United States,  the United Kingdom  Medicines  Control Agency's  approval of
Periostat for marketing in the United Kingdom and Periostat's marketing approval
in  Austria,  Finland,  Switzerland,  Ireland,  Israel,  Italy,  Luxemborg,  the
Netherlands,  Portugal and Canada) will be approved by any regulatory  authority
for marketing in any jurisdiction  or, if approved,  that any such products will
be  successfully  commercialized  by  CollaGenex.  In addition,  there can be no
assurance  that  CollaGenex   will   successfully   promote   Pandel,   Atridox,
Atrisorb-FreeFlow  or  Atrisorb-D.  As a result of such  risks,  those risks set
forth in the section  entitled "Risks Factors" and others expressed from time to
time in  CollaGenex's  filings  with the  Securities  and  Exchange  Commission,
CollaGenex's  actual results may differ materially from the results discussed in
or implied by the forward-looking statements contained herein.

                        COLLAGENEX PHARMACEUTICALS, INC.

     CollaGenex   Pharmaceuticals,   Inc.  and   subsidiaries   is  a  specialty
pharmaceutical   company  currently  focused  on  providing  innovative  medical
therapies  to  the  dental  and   dermatology   markets.   Our  first   product,
Periostat(R),  is an orally administered,  prescription  pharmaceutical  product
that was approved by the United States Food and Drug Administration in September
1998 and is the first and only  pharmaceutical  to treat adult  periodontitis by
inhibiting the enzymes that destroy periodontal support tissues.

     We are marketing Periostat and other pharmaceutical  products to the dental
and dermatology  communities through our own professional  pharmaceutical  sales
force of approximately 115 sales  representatives  and managers.  Pursuant to an
exclusive  License and Marketing  Agreement  with Atrix  Laboratories,  Inc., we
began, in October 2001, to actively market Atrix's  proprietary dental products,
Atridox(R) and Atrisorb FreeFlow(R),  and, in February 2002,  Atrisorb-D(R),  to
the United States dental market (the "Atrix Products"). In May 2002, we

                                      -3-
executed a sublicense agreement with Altana Inc. to, among other things,  market
and distribute,  in the United States and Puerto Rico, Pandel(R),  a mid-potency
topical  corticosteroid product developed by Altana Inc. We distribute Periostat
and  Pandel  through  drug  wholesalers  and large  retail  chains in the United
States. Periostat is also sold through wholesalers and direct to dentists in the
United Kingdom through our  wholly-owned  subsidiary,  CollaGenex  International
Ltd., and by distributors and licensees in certain other overseas  markets.  The
Atrix Products are distributed  through  specialty  distributors  who sell these
products directly to dental practitioners in the United States and Puerto Rico.

     We are a Delaware corporation. We were incorporated and began operations in
1992  under  the name  CollaGenex,  Inc.  and  changed  our  name to  CollaGenex
Pharmaceuticals, Inc. in April 1996. Our principal executive offices are located
at 41 University Drive, Newtown, Pennsylvania 18940, and our telephone number is
(215) 579-7388.

     In this prospectus,  the terms  "CollaGenex," "we," "us" and "our" includes
CollaGenex Pharmaceuticals, Inc. and its subsidiaries.

     Periostat(R),  Metastat(R),  Dermostat(R),   Nephrostat(R),   Osteostat(R),
Arthrostat(R),  Rheumastat(R), Corneostat(R), Gingistat(R), IMPACS(TM), PS20(R),
The Whole Mouth Treatment(R), Restoraderm(TM) and Dentaplex(R) are United States
trademarks  of CollaGenex  Pharmaceuticals,  Inc.  Periostat(R),  Nephrostat(R),
Optistat(R),  Xerostat(R)  and IMPACS(TM) are European  Community  trademarks of
CollaGenex  Pharmaceuticals,  Inc.  Periostat(R),   Nephrostat(R),  Optistat(R),
Xerostat(R),    IMPACS(R),    Dentaplex(R),    Restoraderm(R),     Dermastat(R),
Periocycline(R),  Periostatus(R)  and Periostan(R) are United Kingdom trademarks
of our wholly-owned  subsidiary,  CollaGenex  International Ltd.  CollaGenex(R),
PS20(R), "C" Logo(R) and The Whole Mouth Treatment(R) are European Community and
United Kingdom trademarks of CollaGenex International Ltd.  Periocycline(TM) and
Periostan(TM) are European Community Trademarks of CollaGenex International Ltd.
All other trade  names,  trademarks  or service  marks are the property of their
respective  owners and are not property of CollaGenex  Pharmaceuticals,  Inc. or
any of our subsidiaries.

                                      -4-
RISK FACTORS

     In  addition  to the  other  information  in this  Prospectus,  you  should
carefully  consider the following factors in evaluating whether to invest in the
Shares. The risks and uncertainties described below are not the only ones facing
our Company.  Additional  risks and  uncertainties  not presently known to us or
that we  currently  deem  immaterial  may also  impair our  business,  financial
condition and results of operations.

     If any of the following  risks  actually  occur,  our  business,  financial
condition or results of operations could be materially  adversely  affected.  In
such case,  the trading price of our Common Stock could decline and you may lose
all or part of your investment.

     This Prospectus also contains forward-looking statements that involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in the  forward-looking  statements as a result of certain  factors,
including the risks described below and elsewhere in this Prospectus.

     We Rely on Periostat for Most of Our Revenue.

     During the nine months ended  September  30, 2003 and the years ended 2002,
2001 and 2000,  Periostat  accounted for approximately  82%, 82%, 87% and 84% of
our total net revenues,  respectively.  Although we currently derive  additional
revenue  from  marketing  and/or  selling  other  products  (Atridox,   Atrisorb
FreeFlow,  Atrisorb-D and Pandel) and from licensing fees from foreign marketing
partners,  our revenue and  profitability  in the near future will depend on our
ability to successfully market and sell Periostat.

     Although we recently  settled our litigation with West-ward  Pharmaceutical
Corporation  ("West-ward"),   Mutual  Pharmaceutical  Company,  Inc.  ("Mutual")
submitted  an  application  to the FDA for  approval  of a  generic  version  of
Periostat.  Other companies may also have submitted applications for approval of
generic versions of Periostat.  We have filed suits to enforce our patent rights
and to compel the FDA to award  patent and  exclusivity  protections  that would
prevent a generic drug application from being approved now. On July 23, 2003, we
announced that the United States District Court for the District of Columbia had
granted a preliminary injunction temporarily  restraining the FDA from approving
any  Abbreviated  New Drug  Applications  ("ANDAs")  submitted  for any  generic
version of Periostat.  Until the Court has made a final ruling on our complaint,
the FDA  cannot  approve  the ANDAs on file for  West-ward's  20 mg  doxycycline
hyclate capsule, Mutual's 20 mg doxycycline hyclate tablet or any other ANDA for
a generic  version of  Periostat.  If the Court decides in favor of the FDA, the
FDA could begin to approve generic drugs immediately thereafter.

     As a  result  of the  ruling  in the  District  Court  of the  District  of
Columbia,  we have  withdrawn our motion for a temporary  restraining  order and
preliminary injunction in our patent infringement suit against Mutual, which was
filed in the  District  Court of the  Eastern  District  of New  York.  Our suit
against Mutual, however,  remains on file and a motion for injunctive relief can
be filed immediately if required.  We cannot be sure, however,  that one or more
generic versions of Periostat will not be approved and marketed.  If one or more
generic  versions of  Periostat  are approved and  marketed,  our revenues  from
Periostat would significantly  decrease,

                                      -5-
and as result,  our  business,  financial  condition,  cash flows and results of
operations would be materially adversely affected.

     We May Not Be Able to Maintain Profitability.

     From our  founding in 1992  through the  commercial  launch of Periostat in
November,  1998,  we had no revenue from sales of our own  products.  During the
year ended  December 31, 2000, we experienced a net loss of  approximately  $8.8
million.  During the year ended  December 31, 2001, we experienced a net loss of
approximately  $8.1 million.  As of September  30, 2003, we have an  accumulated
deficit of $71.4 million. Our historical losses have resulted primarily from the
expenses  associated  with  our  pharmaceutical  development  program,  clinical
trials, the regulatory  approval process associated with Periostat and sales and
marketing  activities relating to Periostat.  Although we achieved net income of
$902,000,  $1.2  million,  $1.6  million  and $1.2  million  for the year  ended
December 30, 2002,  and each of the three months ended March 31, 2003,  June 30,
2003 and September 30, 2003, respectively, we expect to incur significant future
expenses, particularly with respect to the sales and marketing of Periostat, new
products  and  continuing  clinical  and  manufacturing  development  for  other
indications and formulations of Periostat,  and therefore,  we cannot be certain
that we will be able to maintain our profitability in the future, if at all.

     Our  Competitive  Position  in the  Marketplace  Depends on  Enforcing  and
Successfully Defending Our Intellectual Property Rights.

     In order to be competitive in the pharmaceutical  industry, it is important
to  establish,   enforce,  and  successfully  defend  patent  and  trade  secret
protection  for  our  established  and new  technologies.  We  must  also  avoid
liability from infringing the proprietary rights of others.

     Our core  technology is licensed from The Research  Foundation of the State
University of New York ("SUNY"),  and other  academic and research  institutions
collaborating  with  SUNY.  Under the  license  agreement  with SUNY (the  "SUNY
License") we have an  exclusive  worldwide  license to SUNY's  rights in certain
patents  and  patent   applications   to  make  and  sell   products   employing
tetracyclines  to treat certain  disease  conditions.  The SUNY License  imposes
various payment and reporting  obligations on us, and our failure to comply with
these  requirements  permits SUNY to  terminate  the SUNY  License.  If the SUNY
License  is  terminated,  we would lose our right to  exclude  competitors  from
commercializing  similar  products,  and we could be excluded from marketing the
same products if SUNY licensed the underlying  technology to a competitor  after
terminating the SUNY License.

     SUNY owns 31 United States patents and 6 United States patent  applications
that are licensed to us. The patents  licensed from SUNY expire between 2004 and
2019.  Two of the patents are related to Periostat  and expire in 2004 and 2007.
Technology  covered by these patents  becomes  available to  competitors  as the
patents expire.

     Since many of our patent rights cover new treatments  using  tetracyclines,
we may be  required  to bring  expensive  infringement  actions to  enforce  our
patents and protect our technology.  Although  federal law prohibits  making and
selling pharmaceuticals for infringing use, competitors and/or practitioners may
provide generic forms of tetracycline for treatment(s)

                                      -6-
which  infringe  our  patents,  rather than  prescribe  our  Periostat  product.
Enforcement of patents can be expensive and time consuming.

     We are currently enforcing our patent rights against Mutual, a generic drug
company. Mutual has submitted a request for listing a generic tablet replacement
for  Periostat  on  the  New  Jersey  Formulary.  In  keeping  with  our  patent
enforcement  policy,  we have  initiated  a patent  infringement  action  in the
Eastern  District  of New York to  prevent  Mutual  from  introducing  a generic
version of Periostat.  A motion for preliminary  injunction was filed and served
to  prevent  Mutual  from  introducing  a generic  version of  Periostat  to the
marketplace.  As a result of our  litigation  against the FDA, we have withdrawn
our motion for a temporary  restraining order and preliminary  injunction in our
patent  infringement suit against Mutual,  although our complaint against Mutual
remains  outstanding.  Mutual has filed  various  claims  against us relating to
these matters.  We cannot be certain that Mutual or other third parties will not
receive FDA approval and introduce a competitive  generic  version of Periostat.
Any  infringement  or related  action  involving  Mutual or any third party will
likely  result in  significant  expenditures,  even if such actions are settled,
require substantial management time and may not be resolved in our favor.

     Our success also  depends upon  know-how,  trade  secrets,  and the skills,
knowledge and experience of our scientific and technical personnel. To that end,
we require all of our employees and, to the extent  possible,  all  consultants,
advisors and research  collaborators,  to enter into confidentiality  agreements
prohibiting  unauthorized  disclosure.  With respect to information and chemical
compounds we provide for testing to collaborators in academic  institutions,  we
cannot  guarantee that the  institutions  will not assert property rights in the
results of such tests nor that a license can be  reasonably  obtained  from such
institutions  which  assert such  rights.  Failure to obtain the benefit of such
testing could adversely affect our commercial  position and,  consequently,  our
financial condition.

     If We  Lose  Our  Sole  Supplier  of  Doxycycline  Hyclate  or Our  Current
Manufacturer  of  Periostat,   Our   Commercialization   of  Periostat  Will  be
Interrupted, Halted or Less Profitable.

     We rely on a single supplier,  Hovione  International  Limited ("Hovione"),
for doxycycline,  the active  ingredient in Periostat.  There are relatively few
alternative  suppliers of doxycycline  and Hovione  produces the majority of the
doxycycline used in the United States. Our current supply agreement with Hovione
expires on May 14,  2006 and  thereafter  automatically  renews  for  successive
two-year  periods  unless,  90 days prior to the expiration of any such periods,
either party gives the other party written notice of  termination.  In addition,
in the event of a default,  uncured for 90 days,  the  non-defaulting  party can
terminate  the  supply  agreement  effective  immediately  at the  end  of  such
ninety-day  period.  We rely on Hovione as our sole supplier of doxycycline  and
have no back-up  supplier at this time. If we are unable to procure a commercial
quantity of doxycycline from Hovione on an ongoing basis at a competitive price,
or if we cannot find a replacement supplier in a timely manner or with favorable
pricing terms, our costs may increase significantly and we may experience delays
in the supply of Periostat.

     We  have  entered  into  an   agreement   with  a  contract   manufacturer,
Pharmaceutical  Manufacturing  Research Services,  Inc. ("PMRS"), for our tablet
formulation for Periostat.  Our current  arrangement with PMRS has been extended
until the earlier of March 30, 2007 or until a

                                      -7-
generic 20 mg doxycycline hyclate tablet is available on the market.  Currently,
PMRS  is  the  sole  third-party  contract   manufacturer  to  supply  a  tablet
formulation  of  Periostat  to us. Any  inability  of PMRS to produce and supply
product on agreed upon terms could result in delays in the supply of  Periostat.
The  introduction  of a generic 20 mg doxycycline  hyclate tablet could leave us
without a manufacturer or force us to negotiate a new  arrangement,  possibly on
less favorable  terms. We intend to contract with additional  manufacturers  for
the commercial  manufacture of Periostat tablets. We believe,  however,  that it
could  take  up to one  year  to  successfully  transition  from  PMRS  to a new
manufacturer.

     Our Products are Subject to Extensive Regulation by the FDA.

     Drugs and medical devices  generally require approval or clearance from the
FDA before  they can be  marketed in the United  States.  Periostat,  Pandel and
Atridox have been approved by the FDA as drugs. Atrisorb FreeFlow and Atrisorb-D
have  been  cleared  by the FDA as  medical  devices.  Our drug  products  under
development,  however,  will have to be  approved  by the FDA before they can be
marketed in the United States.  Also, we cannot market our approved products for
new indications  until the FDA approves the product for that indication.  If the
FDA does not approve our products under  development  or additional  indications
for marketed products in a timely fashion,  or does not approve them at all, our
financial condition may be adversely affected.

     In  addition,   drug  and  medical  device   products   remain  subject  to
comprehensive  regulation by the FDA while they are being marketed. The drug and
medical device  regulatory  schemes differ in detail,  but they are  essentially
similar. The FDA regulates,  for example, the safety,  manufacturing,  labeling,
and promotion of both drug and medical  device  products.  If we or our partners
who  manufacture  our  products  fail to comply  with  regulatory  requirements,
various adverse  consequences can result,  including  recalls,  civil penalties,
withdrawal  of the product  from the market  and/or the  imposition  of civil or
criminal sanctions.

     We  are,  and  will  increasingly  be,  subject  to a  variety  of  foreign
regulatory  regimes governing  clinical trials and sales of our products.  Other
than  Periostat,  which has been  approved by the Medicines  Control  Agency for
marketing in the United Kingdom and approved for marketing in Austria,  Finland,
Switzerland,  Ireland, Israel, Italy, Luxemburg,  the Netherlands,  Portugal and
Canada,  our  products  in  development  have not been  approved  in any foreign
country.  Whether  or not FDA  approval  has  been  obtained,  approval  of drug
products by the comparable  regulatory  authorities of foreign countries must be
obtained  prior to the  commencement  of  marketing  of those  products in those
countries.  The  approval  process  varies from  country to  country,  and other
countries may also impose post-approval requirements.

     A Small Number of Wholesale  Customers and Large Retail Chains  Account for
the  Majority  of Our  Sales,  and the Loss of One of Them,  or Changes in Their
Purchasing Patterns,  Could Result in Reduced Sales, Thereby Adversely Affecting
Our Operating Results.

     We  sell  most  of  our  products  to a  small  number  of  wholesale  drug
distributors.  For the year ended December 31, 2002,  sales to Cardinal  Health,
Inc.,  McKesson  Corporation  and  Amerisource-Bergen  Corporation,  represented
approximately  32%,  24% and 19%,  respectively,  of our  aggregate  net product
sales. For the nine months ended September 30, 2003, sales to

                                      -8-
Cardinal Health, Inc., McKesson Corporation and Amerisource-Bergen  Corporation,
represented  approximately 43%, 30% and 19%, respectively,  of our aggregate net
product sales. The small number of wholesale drug distributors, consolidation in
this industry or financial  difficulties of these  distributors  could result in
the combination or elimination of warehouses,  which could temporarily  increase
returns  of our  products  or, as a result of  distributors  reducing  inventory
levels,  delay the  purchase  of our  products.  In  addition,  wholesalers  may
increase  purchase  levels in  anticipation  of future  price  increases  or may
capitalize  on  volume  discounts  to  acquire  inventory.  This  may  cause  an
unexpected  increase in the level of trade  inventories  normally  maintained by
wholesalers.  Although  we have  developed  a plan  to  manage  Periostat  trade
inventory levels,  this plan may not be effective.  If Periostat trade inventory
levels  become too high,  or if  prescription  growth of Periostat is lower than
expected by the trade,  wholesalers  and large retail  chains could reduce their
orders for  Periostat,  which could  result in reduced  sales of  Periostat  and
adversely affect our operating results.

     We Cannot Assure You that Our Pursuit of Business in the Dermatology Market
will be Successful.

     In January  2002,  we  announced  our plans to expand into the  dermatology
market.  During 2002,  we initiated a  150-patient  Phase III clinical  trial to
evaluate  the use of  Periostat  to  treat  rosacea,  we  announced  that we had
licensed  a  new  dermal  and  transdermal  drug  delivery   technology   called
Restoraderm, we executed a sublicense Agreement with Altana Inc. with respect to
the marketing and distribution of Pandel.  In addition,  we continue to actively
seek product licensing  opportunities to enhance our near-term  offerings to the
dermatology  market.  Our future success will depend on, among other things, our
ability  to:  (i)  achieve  market   acceptance  for  any  of  these  or  future
dermatological  offerings; (ii) hire and retain personnel with experience in the
dermatology market;  (iii) execute our business plan with respect to this market
segment;  and (iv) adapt to technical or  regulatory  changes once  operational.
Furthermore,  while we have  experience  in the  sales and  marketing  of dental
products,  we have virtually no experience in  dermatology.  This market is very
competitive and some of our competitors  have  substantially  greater  resources
than we have.  New  product  development  is a lengthy,  complex  and  uncertain
process that will require significant attention and resources from management. A
product candidate can fail at any stage of the development process due to, among
other things,  efficacy or safety  concerns,  the inability to obtain  necessary
regulatory approvals, the difficulty or excessive cost to manufacture and/or the
infringement of patents or intellectual property rights of others.  Furthermore,
the  sales  of new  products  may  prove to be  disappointing  and fail to reach
anticipated levels. We therefore cannot assure you that we will be successful in
our pursuit of business in the  dermatology  market,  or that we can sustain any
business in which we achieve initial success.

     If Our  Products  Cause  Injuries,  We May Incur  Significant  Expense  and
Liability.

     Our business may be adversely affected by potential product liability risks
inherent in the testing,  manufacturing  and  marketing  of Periostat  and other
products  developed by or for us or for which we have licensing or  co-promotion
rights. We have an aggregate of $10.0 million in product liability insurance for
Periostat,  our product  candidates  and products for which we have licensing or
co-promotion  rights.  This level of  insurance  may not  adequately  protect us
against product liability claims. Insufficient insurance coverage or the failure
to obtain indemnification

                                      -9-
from third  parties for their  respective  liabilities  may expose us to product
liability  claims  and/or  recalls  and  could  cause  our  business,  financial
condition and results of operations to decline.

     Because Our  Executive  Officers,  Directors  and  Affiliated  Entities Own
Approximately  23.3% of Our Capital Stock, They Could Influence Our Actions in a
Manner  That  Conflicts  With  Our  Interests  and the  Interests  of Our  Other
Stockholders.

     Currently,  our  executive  officers,  directors  and  affiliated  entities
together  beneficially own approximately  23.3% of the outstanding shares of our
Common Stock or equity  securities  convertible  into Common Stock. As a result,
these  stockholders,   acting  together,   or  in  the  case  of  our  preferred
stockholders,  in  certain  instances,  as a  class,  will be able to  influence
corporate  actions  requiring  stockholder  approval,  including the election of
directors.  This  concentration  of ownership may have the effect of delaying or
preventing a change in control, including transactions in which our stockholders
might  otherwise  receive a premium for their  shares over then  current  market
prices.

     Our  Stock  Price is  Highly  Volatile  and,  Therefore,  the Value of Your
Investment May Fluctuate Significantly.

     The market  price of our Common  Stock has  fluctuated  and may continue to
fluctuate as a result of variations in our quarterly  operating  results.  These
fluctuations  may be  exaggerated  if the trading  volume of our Common Stock is
low. In addition, the stock market in general has experienced dramatic price and
volume  fluctuations  from time to time.  These  fluctuations  may or may not be
based upon any business or operating  results.  Our Common Stock may  experience
similar or even more dramatic  price and volume  fluctuations  that may continue
indefinitely.

     The  following  table sets forth the high and low closing  market price per
share for our Common  Stock for each of the  quarters  in the  period  beginning
January 1, 2000 through  December 31, 2003,  as reported on the Nasdaq  National
Market:

              Quarter Ended                        High              Low
  -----------------------------------         ---------------     -----------
  March 31, 2000.....................             $27.13            $12.63
  June 30, 2000......................             $15.50             $8.25
  September 30, 2000.................              $9.88             $8.06
  December 31, 2000..................              $7.88             $3.13
  March 31, 2001.....................              $6.00             $4.47
  June 30, 2001......................              $8.80             $5.06
  September 30, 2001.................             $10.00             $7.25
  December 31, 2001..................              $9.50             $7.50
  March 31, 2002.....................             $12.00             $7.72
  June 30, 2002......................             $11.65             $5.75
  September 30, 2002.................              $7.34             $4.70
  December 31, 2002..................              $9.93             $4.05
  March 31, 2003.....................             $11.03             $6.66
  June 30, 2003......................             $13.27             $8.62
  September 30, 2003.................             $15.84            $10.50
  December 31, 2003..................             $11.82             $8.90

                                      -10-
USE OF PROCEEDS

     CollaGenex  will not  receive  any  proceeds  from  the sale of the  Shares
covered by this Prospectus. While CollaGenex will receive sums upon any exercise
of options by the Selling  Shareholders,  CollaGenex  currently has no plans for
their application,  other than for general corporate purposes. CollaGenex cannot
assure you that any of such options will be exercised.

                            THE SELLING SHAREHOLDERS

     The  individuals  listed below (the  "Selling  Shareholders")  have or will
acquire  the  Shares  being  registered  pursuant  to the  exercise  of  options
previously  granted  to  them  by  CollaGenex.  The  Shares  may  not be sold or
otherwise   transferred  by  the  Selling  Shareholders  unless  and  until  the
applicable options are exercised in accordance with their terms.

     The following table sets forth:  (i) the name of each Selling  Shareholder;
(ii)  his or  her  position(s),  office  or  other  material  relationship  with
CollaGenex and its predecessors or affiliates,  over the last three years; (iii)
the number of shares of Common Stock owned (or subject to options or convertible
securities) by each Selling  Shareholder  as of the date of this  Prospectus and
prior to this  offering;  (iv) the number of shares of Common Stock which may be
offered and are being registered for the account of each Selling  Shareholder by
this  Prospectus  (all of which  have  been or may be  acquired  by the  Selling
Shareholders  pursuant  to the  exercise of options  subject to the  appropriate
vesting of such options); and (v) the amount of Common Stock to be owned by each
such Selling  Shareholder if such Selling  Shareholder were to sell all of their
shares of Common Stock covered by this Prospectus.

                                      -11-
CollaGenex  cannot  assure you that any of the  Selling  Shareholders  will
offer for sale or sell any or all of the Shares offered by them pursuant to this
Prospectus.
NUMBER OF
                                                                  NUMBER OF                 NUMBER             SHARES/
                                                                    SHARES/                   OF            PERCENTAGE OF
                                                                  PERCENTAGE OF             SHARES           COMMON STOCK
                                                                  COMMON STOCK                OF             OWNED AFTER
                                                                    PRIOR TO                COMMON           THE OFFERING
                                                                  OFFERING (BOTH            STOCK            (BOTH HELD
                                                                   HELD DIRECTLY            TO BE             DIRECTLY OR
        NAME                               COLLAGENEX             OR INDIRECTLY)(1)         OFFERED          INDIRECTLY)(2)
----------------------------         -------------------------   ---------------------   --------------   ------------------------
Colin W. Stewart                     President, Chief              300,000/2.1%(3)         300,000              0/*
                                     Executive Officer and
                                     Director
Nancy C. Broadbent                   Chief Financial               274,875/1.7%(4)          80,000          194,875 /1.4%
                                     Officer, Secretary and
                                     Treasurer
David P. Pfeiffer                    Senior Vice President,        287,500/2.0%(5)          90,000          197,500/1.4%
                                     Sales and Marketing
Paul Lubetkin                        Senior Vice President           60,000/*(6)            60,000              0/*
                                     and General Counsel
Klaus Theobald                       Senior Vice President           80,000/*(7)            80,000              0/*
                                     and Chief Medical
                                     Officer
Brian M. Gallagher                   Director                      595,000/4.1%(8)          75,000          520,000/3.6%
Peter R. Barnett, D.M.D.             Director                        51,256/*(9)            22,356            28,900/*
Robert C. Black                      Director                        47,356/*(10)           22,356            25,000/*
James E. Daverman                    Chairman of the Board         102,356/*(11)            22,356            80,000/*
                                     and Director
Robert J. Easton                     Director                        98,431/*(12)           22,356            76,075/*
Stephen A. Kaplan                    Director                    1,902,361/12.1%(13)        22,356          1,880,005/11.9%
W. James O'Shea                      Director                        49,856/*(14)           24,856            25,000/*

-----------------
*        Less than one-percent.

(1)  Applicable  percentage of ownership is based on 13,869,208 shares of Common
     Stock outstanding as of January 16, 2004, plus any Common Stock equivalents
     or convertible  securities held and shares  beneficially owned by each such
     holder as set forth herein.

(2)  Assumes  that all  Shares  to be  offered,  as set  forth  above,  are sold
     pursuant  to this  offering  and that no other  shares of Common  Stock are
     acquired  or  disposed  of  by  the  Selling   Shareholders  prior  to  the
     termination of this  offering.  Because the Selling  Shareholders  may sell
     all, some or none of their Shares or may acquire or dispose of other shares
     of Common Stock, no reliable  estimate can be made of the aggregate  number
     of Shares  that will be sold  pursuant  to this  offering  or the number or
     percentage of shares of Common Stock that each Selling Shareholder will own
     upon completion of this offering.

                                      -12-
(3)  Includes  300,000 vested and unvested  options to purchase shares of Common
     Stock prior to this Offering

(4)  Includes  224,000 vested and unvested  options to purchase shares of Common
     Stock prior to this  Offering.  Also includes  2,000 shares of Common Stock
     held by Ms. Broadbent's spouse and 1,000 shares of Common Stock held by Ms.
     Broadbent's parent who resides with her.

(5)  Includes  280,000 vested and unvested  options to purchase shares of Common
     Stock prior to this Offering.

(6)  Includes  60,000 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(7)  Includes  80,000 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(8)  Includes 470,000 vested options to purchase shares of Common Stock prior to
     this Offering.

(9)  Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(10) Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(11) Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(12) Includes  47,356 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

(13) Includes  47,356  vested and unvested  options (the  "Options") to purchase
     shares of Common  Stock prior to this  Offering  and 3,000 shares of Common
     Stock held by Mr.  Kaplan.  Mr.  Kaplan is a principal  of Oaktree  Capital
     Management,  LLC ("Oaktree"),  a limited liability company and a registered
     investment  adviser under the  Investment  Advisers Act of 1940 as amended.
     Oaktree is the general  partner of OCM Principal  Opportunities  Fund, L.P.
     (the "Fund").  The Fund is the direct holder of 177,000  shares of Series D
     Convertible  Preferred  Stock of the Issuer  (convertible  at any time into
     1,789,072  shares of common  stock of the  Issuer),  and  62,933  shares of
     common  stock of the  Issuer  (after  giving  effect  to the sale of shares
     reported herein). Mr. Kaplan disclaims all pecuniary and other interests in
     the Options in which the Fund will be the beneficial holder. Mr. Kaplan may
     be deemed a beneficial  owner of the  securities set forth herein by virtue
     of his status as a member and principal of Oaktree. Except to the extent of
     his pecuniary interest therein,  Mr. Kaplan disclaims  beneficial ownership
     of such shares and the filing of this Form S-8 shall not be construed as an
     admission  that  such  person  is the  beneficial  owner of any  securities
     covered by this Form S-8.

                                      -13-
(14) Includes  49,856 vested and unvested  options to purchase  shares of Common
     Stock prior to this Offering.

                                      -14-
PLAN OF DISTRIBUTION

     The Selling  Shareholders have not advised  CollaGenex of any specific plan
for the sale or distribution of the Shares.  If and when they occur,  such sales
may be made in any of the following manners:

     -    On the  Nasdaq  National  Market (or  through  the  facilities  of any
          national securities exchange or U.S. inter-dealer  quotation system of
          a registered national securities association,  on which the shares are
          then listed,  admitted to unlisted trading  privileges or included for
          quotation);

     -    In public or privately negotiated transactions;

     -    In transactions involving principals or brokers;

     -    In a combination of such methods of sale; or

     -    Any other lawful methods.

     Although sales of the Shares are, in general, expected to be made at market
prices  prevailing  at the time of sale,  the  Shares may also be sold at prices
related to such  prevailing  market  prices or at negotiated  prices,  which may
differ considerably.

     When offering the Shares  covered by this  Prospectus,  each of the Selling
Shareholders  and any  broker-dealers  who  sell  the  Shares  for  the  Selling
Shareholders may be "underwriters" within the meaning of the Securities Act, and
any profits  realized by such Selling  Shareholders and the compensation of such
broker-dealers may be underwriting discounts and commissions.

     Sales  through  brokers may be made by any method of trading  authorized by
any stock exchange or market on which the Shares may be listed,  including block
trading in negotiated transactions. Without limiting the foregoing, such brokers
may act as  dealers  by  purchasing  any or all of the  Shares  covered  by this
Prospectus, either as agents for others or as principals for their own accounts,
and reselling such Shares pursuant to this Prospectus.  The Selling Shareholders
may effect such  transactions  directly,  or  indirectly  through  underwriters,
broker-dealers  or agents acting on their behalf. In connection with such sales,
such  broker-dealers  or  agents  may  receive   compensation  in  the  form  of
commissions,  concessions, allowances or discounts, any or all of which might be
in excess of customary amounts.

     Each of the Selling  Shareholders is acting  independently of CollaGenex in
making  decisions  with  respect to the timing,  manner and size of each sale of
Shares. CollaGenex has not been advised of any definitive selling arrangement at
the  date  of  this   Prospectus   between  any  Selling   Shareholder  and  any
broker-dealer or agent.

     To the  extent  required,  the  names  of  any  agents,  broker-dealers  or
underwriters and applicable commissions,  concessions,  allowances or discounts,
and any other required  information  with respect to any particular offer of the
Shares  by  the  Selling  Shareholders,  will  be  set  forth  in  a  Prospectus
Supplement.

     The  expenses  of  preparing  and filing  this  Prospectus  and the related
Registration  Statement with the Securities and Exchange Commission will be paid
entirely by CollaGenex.

                                      -15-
Shares of Common Stock  covered by this  Prospectus  also may qualify to be sold
pursuant to Rule 144 under the  Securities  Act,  rather  than  pursuant to this
Prospectus.  The Selling Shareholders have been advised that they are subject to
the applicable  provisions of the  Securities  Exchange Act of 1934, as amended,
including without limitation, Rule 10b-5 thereunder.

     Neither CollaGenex nor the Selling Shareholders can estimate at the present
time the amount of  commissions  or discounts,  if any, that will be paid by the
Selling Shareholders on account of their sales of the Shares from time to time.

                                  LEGAL MATTERS

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for CollaGenex by Hale and Dorr LLP, 650 College Road East, Princeton,  New
Jersey 08540.

                                     EXPERTS

     The   consolidated   financial   statements   and  schedule  of  CollaGenex
Pharmaceuticals, Inc. and subsidiaries as of December 31, 2001 and 2002, and for
each of the years in the three-year  period ended  December 31, 2002,  have been
incorporated by reference herein and in the  registration  statement in reliance
upon the report of KPMG LLP, independent accountants,  incorporated by reference
herein and in the registration statement, and upon the authority of said firm as
experts in accounting and auditing.  The audit report  covering the December 31,
2002 consolidated  financial  statements refers to the Company's adoption of the
provisions of the Securities and Exchange Commission's Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements", in 2000.

                      INFORMATION INCORPORATED BY REFERENCE

     The Securities and Exchange Commission allows CollaGenex to "incorporate by
reference"  the  information  CollaGenex  files with the Securities and Exchange
Commission,  which means that CollaGenex can disclose  important  information to
you by  referring  you to  those  documents.  The  information  incorporated  by
reference  is an  important  part  of  this  Prospectus,  and  information  that
CollaGenex  files  later  with  the  Securities  and  Exchange  Commission  will
automatically update and supersede this information.  CollaGenex incorporates by
reference the documents  listed below and any future  filings made by CollaGenex
with the Securities and Exchange  Commission under Sections 13(a),  13(c), 14 or
15(d)  of  the  Exchange  Act  of  1934,  as  amended,  until  the  filing  of a
post-effective  amendment to this Prospectus which indicates that all securities
registered  have been sold or which  deregisters  all securities  then remaining
unsold:

          -    CollaGenex's Annual Report on Form 10-K for the fiscal year ended
               December  31,  2002  filed  with  the   Securities  and  Exchange
               Commission  on March 31, 2003 to disclose  information  regarding
               the financial  position,  results of operations and cash flows of
               CollaGenex and its subsidiaries;

          -    CollaGenex's  Definitive  Proxy  Materials for the Company's 2003
               Annual  Meeting of  Stockholders,  filed with the  Securities and
               Exchange Commission

                                      -16-
April 23, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on February 14, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on March 19, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on July 14, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on July 16, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on July 23, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on October 8, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on November 10, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on December 8, 2003;

          -    CollaGenex's Current Report on Form 8-K filed with the Securities
               and Exchange Commission on December 8, 2003;

          -    CollaGenex's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 2003 filed with the Securities and Exchange  Commission
               on May 15, 2003, to disclose information  regarding the financial
               position  results of operations  and cash flows of CollaGenex and
               its subsidiaries;

          -    CollaGenex's  Quarterly Report on Form 10-Q for the quarter ended
               June 30, 2003 filed with the Securities  and Exchange  Commission
               on  August  14,  2003,  to  disclose  information  regarding  the
               financial  position  results  of  operations  and  cash  flows of
               CollaGenex and its subsidiaries;

          -    CollaGenex's  Quarterly Report on Form 10-Q for the quarter ended
               September  30,  2003  filed  with  the  Securities  and  Exchange
               Commission  on  November  14,  2003,   to  disclose   information
               regarding the financial  position  results of operations and cash
               flows of CollaGenex and its subsidiaries; and

          -    The  description of  CollaGenex's  common stock,  $.01 par value,
               which is contained in CollaGenex's Registration Statement on Form
               8-A filed  pursuant to Section 12(g) of the Exchange Act of 1934,
               as amended,  in the form declared effective by the Securities and
               Exchange Commission on June 20, 1996, including

                                      -17-
any  subsequent  amendments  or reports  filed for the purpose of
               updating such description.

     CollaGenex  will provide to any person,  including any beneficial  owner of
its securities,  to whom this  Prospectus is delivered,  a copy of any or all of
the information  that has been  incorporated by reference in this Prospectus but
not delivered with this Prospectus. You may make such requests at no cost to you
by writing or telephoning CollaGenex at the following address or number:

                  CollaGenex Pharmaceuticals, Inc.
                  41 University Drive
                  Newtown, Pennsylvania 18940
                  Attention: Chief Financial Officer
                  Telephone: (215) 579-7388

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  Prospectus or any  Prospectus  Supplement.  CollaGenex has not
authorized anyone else to provide you with different information.  CollaGenex is
not  making an offer of these  securities  in any  state  where the offer is not
permitted.  You should not assume that the information in this Prospectus or any
Prospectus  Supplement  is  accurate  as of any date  other than the date on the
front of those documents.

                       WHERE YOU CAN FIND MORE INFORMATION

     CollaGenex files annual,  quarterly and special  reports,  proxy statements
and other information with the Securities and Exchange Commission.  CollaGenex's
Securities and Exchange  Commission filings are available to the public over the
Internet   at   the   Securities   and   Exchange    Commission's   website   at
http://www.sec.gov.  You may also  read  and  copy,  at  prescribed  rates,  any
document  CollaGenex  files with the Securities  and Exchange  Commission at the
Securities and Exchange  Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission
at  1-800-SEC-0330  for  further  information  regarding  the  operation  of the
Securities and Exchange Commission's Public Reference Room.

     CollaGenex  has  filed  with  the  Securities  and  Exchange  Commission  a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares  offered  hereby.  This  Prospectus,  which  constitutes  a part  of that
registration  statement,  does not contain all the information  contained in the
registration statement and its exhibits. For further information with respect to
CollaGenex and the Shares, you should consult the registration statement and its
exhibits.  Statements contained in this Prospectus  concerning the provisions of
any documents are necessarily  summaries of those documents,  and each statement
is qualified in its entirety by reference to the copy of the document filed with
the Securities and Exchange  Commission.  The registration  statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement,  are available for inspection and
copying as described above.

                                      -18-
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

     Article V of CollaGenex's By-laws specifies that CollaGenex shall indemnify
its  directors,  officers,  employees  and agents  because he or she was or is a
director, officer,

                                      -19-
employee  or  agent  of  CollaGenex  or was or is  serving  at  the  request  of
CollaGenex as a director,  officer,  employee or agent of another  entity to the
full extent that such right of  indemnity  is permitted by the laws of the State
of Delaware.  This  provision of the By-laws is deemed to be a contract  between
CollaGenex and each director and officer who serves in such capacity at any time
while  such  provision  and the  relevant  provisions  of the  Delaware  General
Corporation Law are in effect, and any repeal or modification  thereof shall not
offset any action,  suit or  proceeding  theretofore  or  thereafter  brought or
threatened  based in  whole  or in part  upon  any  such  state  of  facts.  The
affirmative  vote of the  holders  of at least  80% of the  voting  power of all
outstanding  shares  of  the  capital  stock  of  CollaGenex,  and,  in  certain
circumstances,  66 2/3% of the  voting  power of all  outstanding  shares of the
Series D cumulative  convertible  preferred stock of CollaGenex,  is required to
adopt, amend or repeal such provision of the By-laws.

     CollaGenex  has  executed  indemnification  agreements  with  each  of  its
officers and directors pursuant to which CollaGenex has agreed to indemnify such
parties to the full extent permitted by law, subject to certain  exceptions,  if
such party  becomes  subject  to an action  because  such  party is a  director,
officer, employee, agent or fiduciary of CollaGenex.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables  a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper  personal  benefit.  This section also
will have no effect on claims arising under the federal securities laws.

     CollaGenex's  Amended and Restated  Certificate of Incorporation limits the
liability of its directors as authorized by Section  102(b)(7).  The affirmative
vote of the  holders  of at least  75% of the  voting  power of all  outstanding
shares of the capital stock of  CollaGenex,  and, in certain  circumstances,  66
2/3% of the voting  power of all  outstanding  shares of the Series D cumulative
convertible preferred stock of CollaGenex, is required to amend such provisions.

     CollaGenex  has  obtained  liability  insurance  for  the  benefit  of  its
directors  and officers  which  provides  coverage  for losses of directors  and
officers for  liabilities  arising out of claims  against such persons acting as
directors  or officers of  CollaGenex  (or any  subsidiary  thereof)  due to any
breach of duty, neglect, error, misstatement,  misleading statement, omission or
act done by such directors and officers, except as prohibited by law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to  directors,  officers,  and  controlling  persons of
CollaGenex pursuant to the foregoing  provisions,  or otherwise,  CollaGenex has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

                                      -20-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     We are subject to the informational and reporting  requirements of Sections
13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), and in accordance therewith file reports,  proxy statements and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  The following documents,  which are on file with the Commission,
are incorporated in this registration statement by reference:

     (a) Our Annual  Report on Form 10-K for the fiscal year ended  December 31,
2002 filed with the Commission on March 31, 2003.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

     (c) The description of CollaGenex's  common stock, $.01 par value, which is
contained in our  Registration  Statement on Form 8-A filed  pursuant to Section
12(g) of the Exchange Act, in the form declared  effective by the  Commission on
June 20, 1996,  including  any  subsequent  amendments  or reports filed for the
purpose of updating such description.

     All documents  subsequently filed by us 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  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of the filing of such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be  modified  or  superseded  for the  purposes  of this  registration
statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered by this registration statement.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

                                      II-2
Article V of CollaGenex's By-laws specifies that CollaGenex shall indemnify
its  directors,  officers,  employees  and agents  because he or she was or is a
director,  officer,  employee or agent of CollaGenex or was or is serving at the
request of  CollaGenex  as a  director,  officer,  employee  or agent of another
entity to the full extent that such right of  indemnity is permitted by the laws
of the  State of  Delaware.  This  provision  of the  By-laws  is deemed to be a
contract  between  CollaGenex  and each  director and officer who serves in such
capacity at any time while such  provision  and the relevant  provisions  of the
Delaware General  Corporation Law are in effect,  and any repeal or modification
thereof  shall  not  offset  any  action,  suit  or  proceeding  theretofore  or
thereafter  brought or threatened  based in whole or in part upon any such state
of facts.  The  affirmative  vote of the  holders  of at least 80% of the voting
power of all  outstanding  shares of the capital  stock of  CollaGenex,  and, in
certain circumstances,  66 2/3% of the voting power of all outstanding shares of
the Series D cumulative  convertible preferred stock of CollaGenex,  is required
to adopt, amend or repeal such provision of the By-laws.

     CollaGenex  has  executed  indemnification  agreements  with  each  of  its
officers and directors pursuant to which CollaGenex has agreed to indemnify such
parties to the full extent permitted by law, subject to certain  exceptions,  if
such party  becomes  subject  to an action  because  such  party is a  director,
officer, employee, agent or fiduciary of CollaGenex.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables  a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper  personal  benefit.  This section also
will have no effect on claims arising under the federal securities laws.

     CollaGenex's  Amended and Restated  Certificate of Incorporation limits the
liability of its directors as authorized by Section  102(b)(7).  The affirmative
vote of the  holders  of at least  75% of the  voting  power of all  outstanding
shares of the capital stock of  CollaGenex,  and, in certain  circumstances,  66
2/3% of the voting  power of all  outstanding  shares of the Series D cumulative
convertible preferred stock of CollaGenex, is required to amend such provisions.

     CollaGenex  has  obtained  liability  insurance  for  the  benefit  of  its
directors  and officers  which  provides  coverage  for losses of directors  and
officers for  liabilities  arising out of claims  against such persons acting as
directors  or officers of  CollaGenex  (or any  subsidiary  thereof)  due to any
breach of duty, neglect, error, misstatement,  misleading statement, omission or
act done by such directors and officers, except as prohibited by law.

Item 7. Exemption from Registration Claimed.

     The issuance of the Shares being offered by the Form S-3 Reoffer Prospectus
were or will be deemed  exempt from  registration  under the  Securities  Act in
reliance upon either  Section 4(2) of the  Securities  Act as  transactions  not
involving  any  public  offering  or  Rule  701  under  the  Securities  Act  as
transactions  made  pursuant  to a written  compensatory  plan or  pursuant to a
written contract relating to compensation.

                                      II-3
Item 8. Exhibits.

Exhibit Number                    Description
-----------------   -----------------------------------------------------

5.1                 Opinion of Hale and Dorr LLP.

23.1                Consent of KPMG LLP.

23.2                Consent of Hale and Dorr LLP (contained in the opinion filed
                    as Exhibit 5.1).

24                  Power of Attorney (contained on the signature page of this
                    Registration Statement).

Item 9. Undertakings.

          a.   CollaGenex 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 this 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; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    registration  statement  or  any  material  change  to  such
                    information in this registration statement;

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

                                      II-4
b. 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 this 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.

     c. 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 foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC 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, 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.

                                      II-5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Newtown,  State of  Pennsylvania  on this 6th day of
February, 2004.

                        COLLAGENEX PHARMACEUTICALS, INC.

                                      By: /s/ Colin W. Stewart
                                          --------------------------
                                          Colin W. Stewart
                                          President and Chief Executive Officer
POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitutes and appoints Colin W. Stewart and Nancy C. Broadbent,
and each of them, true and lawful  attorneys-in-fact  and agents with full power
of substitution  and  resubstitution,  for him 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, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                          Title                                  Date
--------------------------------------      --------------------------------------------   -------------------------
/s/ Colin W. Stewart                          President, Chief Executive Officer               February 6, 2004
---------------------------------             and Director (Principal Executive Officer)
Colin W. Stewart

/s/ Nancy C. Broadbent                        Chief Financial Officer, Treasurer and           February 6, 2004
---------------------------------             Secretary (Principal Financial and
Nancy C. Broadbent                            Accounting Officer)

                                              Director
--------------------------------
Brian M. Gallagher, Ph.D.

/s/ Peter R. Barnett, D.M.D.                  Director                                         February 6, 2004
--------------------------------
Peter R. Barnett, D.M.D.

/s/ Robert C. Black                           Director                                         February 6, 2004
--------------------------------
Robert C. Black

/s/ James E. Daverman                         Chairman of the Board and Director               February 6, 2004
--------------------------------
James E. Daverman

/s/ Robert J. Easton                          Director                                         February 6, 2004
--------------------------------
Robert J. Easton

/s/ Stephen A. Kaplan                         Director                                         February 6, 2004
--------------------------------
Stephen A. Kaplan

/s/ W. James O'Shea                           Director                                         February 6, 2004
--------------------------------
W. James O'Shea
EXHIBIT INDEX

 Exhibit Number               Description
----------------    --------------------------------------------------------
5.1                 Opinion of Hale and Dorr LLP.

23.1                Consent of KPMG LLP.

23.2                Consent of Hale and Dorr LLP (contained in the opinion filed
                    as Exhibit 5.1).

24                  Power of Attorney (contained on the signature page of this
                    Registration Statement).