Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-58568


                        COLLAGENEX PHARMACEUTICALS, INC.

                PROSPECTUS SUPPLEMENT NO. 1 DATED AUGUST 2, 2002
                       TO THE PROSPECTUS DATED MAY 2, 2001

                        2,050,000 SHARES OF COMMON STOCK
                                ($0.01 PAR VALUE)

     The  information in this prospectus  supplement  supplements the prospectus
dated May 2, 2001 of CollaGenex  Pharmaceuticals,  Inc., a Delaware corporation,
relating to an aggregate of 2,050,000  shares of common  stock,  $0.01 par value
per  share,   including  shares  of  our  common  stock  underlying  immediately
exercisable  warrants,  that may be sold or otherwise  transferred  from time to
time by the  shareholders  and  warrantholders  who  received  such  shares  and
warrants in  connection  with our private  offering of common stock and warrants
consummated  on March 12, 2001,  or by such other  permitted  pledgees,  donees,
transferees  or other  permitted  successors  in interest  that may receive such
shares or warrants  as a gift,  pledge,  distribution  to members or partners or
other non-sale-related transfer.

     This prospectus  supplement  should be read in conjunction with, may not be
delivered or utilized without,  and is qualified by reference to, the prospectus
except to the  extent  that the  information  herein  contained  supplements  or
supersedes the information  contained in the prospectus.  Capitalized terms used
in this prospectus supplement and not otherwise defined herein have the meanings
specified in the prospectus.

                              SELLING SHAREHOLDERS

     Subsequent  to  the  filing  of  the  prospectus,   Tucker  Anthony,   Inc.
transferred a total of 150,000 warrants to RBC Dain Rauscher  Corporation.  Dain
Rauscher  subsequently  transferred  82,500  warrants to the following  parties:
Christopher  Barnes,  Robert  Bestwick,  Jeffrey  Bistrong,  Ajoy  Bose,  Joseph
Boystak,  Thomas  Collins,  Robert Cramer,  Peter Fry,  Douglas  Gessl,  Michael
Glazer,  Kenneth Greenberg,  Jeff Holmes,  Philip Ivey, Roger Kahn, Al Kaschalk,
Charles  Larkin,  Rick Martin,  Ronald Miller,  John Peterson,  David  Prokupek,
William Roman,  Thomas Rudkin,  William  Sinton,  Jon Tietbohl,  Mark Tunney and
Diane Woolf. Neither Dain Rauscher nor any of the  above-referenced  transferees
were specifically named in the prospectus.

     The  following  table  lists  the  Selling   Shareholders   not  previously
specifically  identified  in the  prospectus as a Selling  Shareholder,  and the
number of  warrants  each such  Selling  Shareholder  beneficially  owns and may
exercise and sell pursuant to the prospectus  from time to time. The information
in  the  table  appearing  under  the  heading  "Selling  Shareholders"  in  the
prospectus is hereby amended by the information set forth below.



     This information was furnished to us by the listed Selling  Shareholders on
or before July 29,  2002.  Because the  Selling  Shareholders  may, at any time,
acquire or dispose of shares of our common  stock  without  providing  notice of
such  transactions  to us, the table below may not reflect the exact  beneficial
ownership  of our common  stock  held by the  Selling  Shareholders  on the date
hereof.




                                                                                Number of
                                                 Beneficial Ownership of          Shares            Beneficial
                   Name of                      Selling Shareholders Prior        Offered      Ownership of Shares
          Selling Shareholders (1)                   to Offering (2)              Hereby        After Offering (2)
- ------------------------------------------     -----------------------------    ----------   ------------------------
                                                   Number      Percent (3)                    Number      Percent (3)
                                                   ------      -------                        ------      -------

                                                                                             
Christopher Barnes........................           1,748 (4)     *               1,748        0           *
Robert Bestwick...........................             713 (4)     *                 713        0           *
Jeffrey Bistrong..........................             713 (4)     *                 713        0           *
Ajoy Bose.................................           1,748 (4)     *               1,748        0           *
Joseph Boystak............................          30,000 (4)     *              30,000        0           *
Thomas Collins............................             713 (4)     *                 713        0           *
Robert Cramer.............................             713 (4)     *                 713        0           *
RBC Dain Rauscher Corporation.............          67,500 (4)     *              67,500        0           *
Peter Fry.................................             713 (4)     *                 713        0           *
Douglas Gessl.............................             713 (4)     *                 713        0           *
Michael Glazer............................           6,785 (4)     *               6,785        0           *
Kenneth Greenberg.........................             713 (4)     *                 713        0           *
Jeff Holmes...............................          15,000 (4)     *              15,000        0           *
Philip Ivey...............................             713 (4)     *                 713        0           *
Roger Kahn................................           3,000 (4)     *               3,000        0           *
Al Kaschalk...............................           3,427 (4)     *               3,427        0           *
Charles Larkin............................             713 (4)     *                 713        0           *
Rick Martin...............................           1,748 (4)     *               1,748        0           *
Ronald Miller.............................             713 (4)     *                 713        0           *
John Peterson.............................           1,748 (4)     *               1,748        0           *
David Prokupek............................           1,748 (4)     *               1,748        0           *
William Roman.............................           1,748 (4)     *               1,748        0           *
Thomas Rudkin.............................           1,748 (4)     *               1,748        0           *
William Sinton............................           1,748 (4)     *               1,748        0           *
Jon Tietbohl..............................           1,748 (4)     *               1,748        0           *
Mark Tunney...............................             713 (4)     *                 713        0           *
Diane Woolf...............................             713 (4)     *                 713        0           *
Tucker Anthony, Inc.......................               0 (5)     *                   0        0           *

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



(1)  None of the Selling  Shareholders  has held any position or office with, or
     has  otherwise  had  a  material  relationship  with,  us  or  any  of  our
     subsidiaries within the past three years, except for Tucker Anthony,  Inc.,
     whose  affiliate,  Tucker  Anthony  Sutro  Capital  Markets,  acted  as our
     placement  agent in our  private  offering  of common  stock  and  warrants
     consummated in March 2001. Each of the Selling Shareholders were previously
     an employee of Tucker Anthony Sutro Capital Markets.

(2)  We do not know  when or in what  amounts  Selling  Shareholders  may  offer
     shares for sale.  The Selling  Shareholders  may not sell any or all of the
     shares offered by the prospectus and this  prospectus  supplement.  Because
     the Selling  Shareholders  may offer all or some of the shares  pursuant to
     this offering, and because there are currently no agreements,  arrangements
     or understandings  with respect to the sale of any of the shares, we cannot
     estimate  the  number  of the  shares  that  will be  held  by the  Selling
     Shareholders  after  completion of the offering.  However,  for purposes of
     this table, we have assumed that, after completion of the offering, none of
     the shares covered by the prospectus and this prospectus supplement will be
     held by the Selling Shareholders.

(3)  Applicable  percentage of ownership is based on 11,273,466 shares of common
     stock outstanding as of June 30, 2002, plus any convertible securities held
     and shares beneficially owned by each such holder.

(4)  Such  amounts are  comprised  solely of shares of common  stock  underlying
     immediately exercisable warrants.

(5)  All of such 150,000  warrants  previously held by Tucker Anthony,  Inc., as
     set forth in the prospectus, were transferred to Dain Rauscher.