SEC 1746
(11-02)
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UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D (Rule 13d-101)	Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

CollaGenex Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

19419B100

(CUSIP Number)

John Frank
Principal and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California  90071
(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 3, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   346 016 705
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Management, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[     ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not applicable.
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,874,594 (1,789,072 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Preferred Stock)
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,874,594 (1,789,072 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Preferred Stock)
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,874,594 (1,789,072 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Preferred Stock)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 12.26%
	14.	Type of Reporting Person (See Instructions) IA, OO

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CUSIP No.   346 016 705
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OCM Principal Opportunities Fund, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[     ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,874,594 (1,789,072 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Preferred Stock)
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,874,594 (1,789,072 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Preferred Stock)
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,874,594 (1,789,072 of which are issuable upon the conversion of 177,000 shares of Series D Cumulative Preferred Stock)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 12.26%
	14.	Type of Reporting Person (See Instructions) PN

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Schedule 13D
This Amendment No. 5 amends and supplements the Statement on Schedule 13D (as amended and supplemented, the “Schedule 13D”) filed with the Securities and Exchange Commission on May 21, 1999 by Oaktree Capital Management, LLC (“Oaktree”) and OCM Principal Opportunities Fund, L.P.  (the”Principal Opportunities Fund”) relating to the common stock, $0.01 par value per share (the “Common Stock”) and the Series D Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”) of CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.
Item 3 is hereby amended and restated in its entirety as follows:
Item 3.	Source and Amount of Funds or Other Consideration
The Principal Opportunities Fund holds 177,000 shares of the Issuer’s Series D Preferred Stock and 62,933 shares of the Issuer’s Common Stock as of the date hereof. The Principal Opportunities Fund, the Issuer and certain other persons entered into a certain Stock Purchase Agreement dated March 19, 1999 (the “Purchase Agreement”), pursuant to which the Principal Opportunities Fund agreed to purchase from the Issuer and the Issuer agreed to sell to the Principal Opportunities Fund 177,000 shares of Series D Preferred Stock, subject to the terms and conditions set forth in the Purchase Agreement (the “Purchase Transaction”). The Principal Opportunities Fund used $17,700,000 of funds obtained from its working capital for the acquisition of such shares of Series D Preferred Stock (the “Purchase Price”).
The Principal Opportunities Fund has the right, at its option, at any time and from time to time, to convert, in whole or in part, the shares of Series D Preferred Stock into 1,789,072 registered, fully paid and nonassessable shares of Common Stock. The number of shares issuable upon conversion of the Series D Preferred Stock reported herein has increased from 1,609,090 shares of Common Stock previously reported on this Schedule 13D due to issuances of Common Stock by the Company since March, 2001, which had the effect of reducing the conversion price of the Series D Preferred Stock pursuant to the terms of the Certificate of Designation, Preferences and Rights of Series D Cumulative Convertible Preferred Stock of the Issuer (the “Certificate of Designation”).
Pursuant to the Certificate of Designation, the holders of Series D Preferred Stock are entitled to receive when, as and if declared by the Board of Directors of the Issuer, dividends on each share of Series D Preferred Stock. Pursuant to the Certificate of Designation, the Principal Opportunities Fund has received seven dividend payments of Common Stock totaling 638,733 shares, and has sold an aggregate of 575,800 of these shares, 255,800 shares of which sales have been previously reported and 320,000 shares of which sales are reported herein.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Item 4.	Purpose of Transaction
The Principal Opportunities Fund currently holds shares of the Issuer’s Series D Preferred Stock and Common Stock for investment purposes subject to the next paragraph.

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Oaktree, as the general partner of the Principal Opportunities Fund, continuously evaluates the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of the Issuer’s Series D Preferred Stock and Common Stock will be acquired by the Principal Opportunities Fund, or by other accounts and funds of which Oaktree is the general partner and/or investment manager or whether the Principal Opportunities Fund or any such other accounts or funds will dispose of shares of the Issuer’s Series D Preferred Stock and Common Stock.  At any time, additional shares of the Series D Preferred Stock and Common Stock may be acquired or some or all of the shares of the Issuer’s Series D Preferred Stock and Common Stock beneficially owned by Oaktree and the Principal Opportunities Fund may be sold, in either case in the open market, in privately negotiated transactions or otherwise.  Except as otherwise disclosed herein, Oaktree currently has no agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives, Oaktree may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, Oaktree may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Item 5.	Interest in Securities of the Issuer
(a) The Principal Opportunities Fund owns and has sole power to vote and dispose of 177,000 shares of Series D Preferred Stock, which shares are convertible into 1,789,072 shares of the Issuer’s Common Stock (approximately 11.70%(1) of the outstanding shares of Common Stock).  The Principal Opportunities Fund owns and has the sole power to vote and dispose of 62,933 shares of Common Stock (approximately 0.41%(1) of the outstanding shares of Common Stock).  In addition, the Principal Opportunities Fund has the sole power to vote and dispose of 22,589 shares of the Issuer’s Common Stock (approximately 0.15%(1) of the outstanding shares of Common Stock) upon the exercise of certain stock options granted to Stephen A. Kaplan, a non-employee director of the Issuer.  Mr. Kaplan is also a Principal of Oaktree and the co-portfolio manager of the Principal Opportunities Fund.  Pursuant to the policies of Oaktree, Mr. Kaplan cannot retain any stock options granted to him by the Issuer as a director of the Issuer.  Mr. Kaplan has assigned all beneficial and voting interests of the stock options and the underlying common shares to the Principal Opportunities Fund.  If the Principal Opportunities Fund converted all of its shares of Series D Preferred Stock into shares of Common Stock and exercised the stock options referenced above, then the Principal Opportunities Fund would own and have the sole power to vote and dispose of 1,874,594 shares of Common Stock (approximately 12.26% of the outstanding shares of Common Stock).
Oaktree, in its capacity as the general partner of the Principal Opportunities Fund, may be deemed to beneficially own the 177,000 shares of Series D Preferred Stock owned by the
(1) For the purpose of reporting percentages herein, as of October 3, 2003, there are 15,298,032 shares of the Issuer’s Common Stock outstanding, represented by (i) 11,498,980 shares reported outstanding by the Issuer in its second quarter 10-Q filed August 3, 2003, (ii) 2,000,000 issued by the Issuer on October 3, 2003 and (iii) 1,789,072 shares of Common Stock issuable to the Principal Opportunities Fund upon conversion of the Series D Preferred Stock.

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Principal Opportunities Fund, the 62,933 shares of Common Stock owned by the Principal Opportunities Fund, and the 22,589 shares of the Common Stock upon exercise of the stock options referenced above.  Oaktree and each of the individuals listed in Item 2 disclaim ownership of the shares of the Issuer’s Series D Preferred Stock and Common Stock (including any option shares) held by the Principal Opportunities Fund and the filing of this Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Schedule 13D.

Stephen A. Kaplan, a principal of Oaktree and a portfolio manager of the Principal Opportunities Fund, individually owns and has the sole power to vote and dispose of approximately Three Thousand (3,000) shares of Common Stock of the Issuer. Mr. Kaplan acquired these securities in transactions prior to and unrelated to the Purchase Agreement. The securities owned by Mr. Kaplan in his capacity as an individual are not covered by this Schedule 13D.

(b) Oaktree has discretionary authority and control over all of the assets of the Principal Opportunities Fund pursuant to its status as general partner, including power to vote and dispose of the Issuer’s Series D Preferred Stock or the Issuer’s Common Stock. Therefore, as of the date hereof, Oaktree has the power to vote and dispose of 177,000 shares of the Series D Preferred Stock and 62,933 shares of Common Stock. Alternatively, upon the conversion of the shares of Series D Preferred Stock into shares of Common Stock, and the exercise of 22,589 options into shares of Common Stock, Oaktree will have the power to vote and dispose of 1,874,594 shares of Common Stock.

(c) On October 3, 2003, in connection with a primary offering of Common Stock by the Issuer which included a secondary resale by certain existing shareholders, the Principal Opportunities Fund sold in the aggregate 320,000 shares of the Issuer’s Common Stock in secondary sales at $10.00 per share. After commission, the Principal Opportunities Fund netted $9.40 per share.

Immediately below is a description of the dividend payments made under the Certificate of Designation since May 21, 1999.

Date	Shares
June 30, 1999	18,859
December 31, 1999	34,680
June 30, 2000	81,925
December 31, 2000	229,622
June 30, 2001	104,764
December 31, 2001	91,327
June 30, 2002	77,556
TOTAL	638,733

(d) Except as disclosed in this Schedule 13D, to the knowledge of Oaktree and the Principal Opportunities Fund, none of the persons named in Item 2 beneficially owns any shares of the Issuer’s Common Stock, nor have any transactions in Issuer’s Common Stock been effected by any of the persons named in Item 2 during the past 60 days. In addition, no other person is known by Oaktree and Principal Opportunities Fund to have the right to receive or the power to direct

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the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

(e)Not applicable

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of October 14, 2003.
OAKTREE CAPITAL MANAGEMENT, LLC
By:	/s/ John Frank
	John Frank
	Principal and General Counsel
By:	/s/ Jordon Kruse
	Jordon Kruse
	Vice President
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC, its general partner
By:	/s/ John Frank
	John Frank
	Principal and General Counsel
By:	/s/ Jordon Kruse
	Jordon Kruse
	Vice President

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