File No. 333-72166
                                                     Filed under Rule 424(b)(3)


                 PROSPECTUS SUPPLEMENT NO. 2 DATED JUNE 28, 2002

               To Prospectus dated April 26, 2002, as supplemented
                by Prospectus Supplement No. 1 dated May 30, 2002

                        COLLAGENEX PHARMACEUTICALS, INC.

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     This  prospectus  supplement  supplements and should be read in conjunction
with the  prospectus  dated  April  26,  2002,  as  supplemented  by  Prospectus
Supplement  No. 1 dated May 30, 2002,  relating to 964,880  shares of our common
stock  that we may  offer  and sell  from  time to time to  Kingsbridge  Capital
Limited  pursuant to the terms of a Common Stock Purchase  Agreement,  or equity
line  arrangement,  that we entered  into with  Kingsbridge  Capital  Limited on
February 14, 2002.  We will receive all of the proceeds  from any shares sold to
Kingsbridge  Capital  Limited.  Kingsbridge  Capital  Limited  may then sell its
shares,   directly   or  through   broker-dealers   or   underwriters,   in  the
over-the-counter  market,  in any  securities  exchange  or  market in which our
common stock may in the future be traded, in private negotiated  transactions or
otherwise.  Kingsbridge Capital Limited and Prentice  Securities,  Incorporated,
the registered  broker-dealer  through which Kingsbridge Capital Limited intends
to sell the shares  acquired by  Kingsbridge  Capital  Limited  under the equity
line,  are  "underwriters"  within the meaning of the  Securities Act of 1933 in
connection with such sales. The prospectus was filed as part of our registration
statement on Form S-3 (No. 333-72166).

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     INVESTING  IN OUR COMMON  STOCK  INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.

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     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  SUPPLEMENT  IS  TRUTHFUL  OR  COMPLETE.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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     No dealer,  salesperson or any other person has been authorized to give any
information  or make  any  representations  not  contained  in  this  prospectus
supplement  or the  prospectus  and,  if  given  or  made,  the  information  or
representations  must not be relied upon as having been  authorized  by us. This
prospectus  supplement and the prospectus do not constitute an offer to sell, or
a  solicitation  of an  offer  to  buy,  any  securities  to any  person  in any
jurisdiction where such an offer or solicitation would be unlawful.  Neither the
delivery  of this  prospectus  supplement  or the  prospectus  nor any sale made
hereunder or thereunder shall,  under any  circumstance,  create any implication
that the  information  contained  herein or  therein  is  correct as of any time
subsequent to the date hereof.




Equity Line Transaction

     On June 28, 2002,  we  consummated a second draw down under our equity line
through the issuance of 32,187 shares of our common stock to Kingsbridge Capital
Limited for an aggregate  purchase price of approximately  $266,667.  On May 30,
2002,  we  consummated  our initial  draw down under the equity line through the
issuance of 119,335  shares of our common stock to Kingsbridge  Capital  Limited
for an aggregate purchase price of approximately  $1.0 million.  The equity line
provides for the sale of up to $8.5 million in  registered  shares of our common
stock to Kingsbridge Capital Limited over a twelve-month  period,  including the
151,522 shares sold to date.



                                  June 28, 2002