8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: November 5, 1997



                         Commission File Number: 0-18976


                          CELTRIX PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)



              DELAWARE                              94-3121462
    (State or other jurisdiction        (I.R.S. Employer Identification No.)
  of incorporation or organization)



              3055 Patrick Henry Drive, Santa Clara, CA 95054-1815
              (Address of principal executive offices and zip code)


                  Registrant's Telephone Number: (408) 988-2500


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ITEM 5. OTHER EVENTS

        On November 5, 1997, Celtrix Pharmaceuticals, Inc., a Delaware
corporation (the "Company") announced the appointment of a new Vice President &
Chief Financial Officer. Further details regarding this announcement are
contained in the Company's news release dated November 5, 1997, attached as
exhibit hereto and incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)   EXHIBITS

Exhibit 21   Celtrix Pharmaceuticals, Inc. News Release dated November 5, 1997.


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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                 CELTRIX PHARMACEUTICALS, INC. (Registrant)


Date:  November 5, 1997          By: /s/ ANDREAS SOMMER
                                 -------------------------------------------
                                 Andreas Sommer
                                 President and Chief Executive Officer


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                          CELTRIX PHARMACEUTICALS, INC.
                                INDEX TO EXHIBITS


     Exhibit Number
     --------------

     Exhibit 21     Celtrix Pharmaceuticals, Inc. Press Release
                    dated November 5, 1997.

EX-21

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                                                                      EXHIBIT 21


NEWS RELEASE


                           CONTACT: Andreas Sommer, Ph.D.
                                    President and Chief Executive Officer
                                    (408) 988-2500


                       CELTRIX APPOINTS DONALD HUFFMAN AS
                    VICE PRESIDENT & CHIEF FINANCIAL OFFICER

        SANTA CLARA, CA -- November 5, 1997 -- Celtrix Pharmaceuticals, Inc.
(Nasdaq: CTRX) announced today that Donald D. Huffman has joined the company as
vice president, finance and administration, and chief financial officer. He
replaces Mary Anne Ribi, who left the company in July to pursue other interests.

        "Don Huffman is joining Celtrix at a time of substantial progress, and
we are delighted to have him on our management team," said Andreas Sommer,
Ph.D., the company's president and chief executive officer. "He has an extensive
background in finance and strategic planning for Fortune 200, mid-sized and
emerging growth companies. His broad expertise will help us maintain our
company's forward momentum and support the development of SomatoKine(R), our
lead compound."

        Mr. Huffman was most recently vice president and chief financial officer
at EndoSonics Corporation, and he previously served in the same capacity at
Qualimatrix, Inc. In addition, Mr. Huffman held senior financial management
positions at Furon Company and Alumax Inc. He received an MBA from State
University of New York at Buffalo and a B.S. from Pennsylvania State University.

        Commenting on Ms. Ribi's departure, Dr. Sommer said: "We greatly
appreciate Mary Anne's many years of service to Celtrix. As a valued member of
our management team, she made many important contributions toward the
advancement of our company. We wish her well in her new endeavors."

        Celtrix is a biopharmaceutical company developing novel therapeutics for
the treatment of seriously debilitating, degenerative conditions primarily
associated with severe trauma, chronic diseases or aging. The company's focus is
on SomatoKine, a novel IGF-BP3 complex, for use in regenerating lost muscle,
bone and other tissues essential for the patient's health and quality of life.
Initial product development programs target acute traumatic injury, such as hip
fracture surgery in the elderly and severe burns. Other potential indications
include severe osteoporosis and protein wasting diseases associated with cancer,
AIDS and other life-threatening conditions. Through strategic alliances with
Celtrix, The Green Cross Corporation is developing SomatoKine for the treatment
of osteoporosis in Japan, and Genzyme Corporation is developing TGF-beta-2 as
part of a comprehensive approach to tissue repair and the treatment of systemic
disease.

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