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: December 2, 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 December 2, 1997, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced it has appointed Dr. Barry M. Sherman to the Celtrix
Board of Directors. Further details regarding this announcement are contained in
the Company's news release dated December 2, 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 December 2, 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:  December 2, 1997          By: /s/ DONALD D. HUFFMAN
                                 -------------------------
                                 Donald D. Huffman
                                 Vice President, Finance & Administration Chief
                                 Financial Officer (Duly authorized principal
                                 financial and accounting officer.)

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                          CELTRIX PHARMACEUTICALS, INC.
                                INDEX TO EXHIBITS



     Exhibit Number
     --------------
                                                                     
     Exhibit 21        Celtrix Pharmaceuticals, Inc. Press Release
                       dated December 2, 1997.

EX-21

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                              [CELTRIX LETTERHEAD]
NEWS RELEASE


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


                      DR. BARRY M. SHERMAN JOINS CELTRIX'S
                               BOARD OF DIRECTORS

        SANTA CLARA, CA -- December 2, 1997 -- Celtrix Pharmaceuticals, Inc.
(Nasdaq: CTRX) announced today that Barry M. Sherman, M.D., has been elected to
the company's board of directors. Dr. Sherman is president and chief executive
officer of Anergen, Inc. and also a clinical professor of internal medicine at
Stanford University.

        "Dr. Sherman brings to Celtrix's board of directors a wealth of business
and clinical experience in the biopharmaceutical industry," said Andreas Sommer,
Ph.D., Celtrix's president and chief executive officer. "In addition, he has
extensive internal medicine and endocrinology expertise relevant to treatment
indications targeted by Celtrix. We look forward to receiving his insight and
perspective as we advance the clinical development of SomatoKine(R), our lead
therapeutic compound."

        For the past 12 years, Dr. Sherman, age 56, has focused on the
discovery, development and commercialization of innovative healthcare products.
Prior to assuming leadership of Anergen in mid-1996, he was senior vice
president and chief medical officer at Genentech, Inc., where he served from
1985 to 1996. While at Genentech, Dr. Sherman was responsible for overall
clinical development activities, including its IGF-I program, and served as a
member of the company's operations committee.

        Dr. Sherman also has had an extensive career in academia. Since 1986, he
has served as a clinical professor of internal medicine at Stanford University.
From 1971 to 1985, he was a professor of internal medicine, director of the
clinical research center, and associate chairman of the department of internal
medicine at the University of Iowa College of Medicine. He began his career in
surgery at the National Institutes of Health. Dr. Sherman received his M.D. from
the University of Michigan and completed post-graduate education at both the
Albert Einstein College of Medicine and the division of endocrinology and
metabolism at the University of Michigan.

        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
development 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. Ongoing product development programs target acute
traumatic injury, such as hip fracture surgery in the elderly and severe burns.
SomatoKine is currently undergoing Phase II clinical feasibility testing for
these two indications. 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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