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: April 20, 1998



                         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 April 20, 1998, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced Celtrix's SomatoKine(R) Demonstrates Effectiveness in
Preventing Muscular Atrophy. Further details regarding this announcement are
contained in the Company's news release dated April 20, 1998, 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 April 20, 1998.



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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:  April 20, 1998            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 April 20, 1998.

EX-21

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                                                                      EXHIBIT 21



                              [CELTRIX LETTERHEAD]



NEWS RELEASE


                              CONTACT:      David M. Rosen, Ph.D.
                                            Senior Vice President
                                            Research and Development
                                            (408) 988-2500


               CELTRIX'S SOMATOKINE(R) DEMONSTRATES EFFECTIVENESS
                         IN PREVENTING MUSCULAR ATROPHY

        SAN FRANCISCO, CA -- April 20, 1998 -- Research data being presented
today at The Society for Experimental Biology conference in San Francisco
demonstrate important new findings about SomatoKine(R), the novel IGF-BP3
therapeutic agent developed by Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX).
SomatoKine has been shown to effectively prevent the loss of both muscle weight
and muscle protein (the major component of muscle tissue) in a laboratory model
of muscular atrophy. The new findings provide further evidence supporting the
use of SomatoKine to treat protein wasting diseases.

        Academic researchers, working in collaboration with Celtrix, found that
SomatoKine-treated laboratory animals experienced 24 percent less muscle weight
loss and 37 percent less muscle protein loss compared to untreated animals. The
study was conducted by scientists affiliated with the Massachusetts College of
Pharmacy and the North Shore University Hospital, NYU Medical Center, under the
leadership of Martin Zdanowicz, Ph.D., assistant professor of pharmacology,
Massachusetts College of Pharmacy.

        "Muscle weight and muscle protein losses, which occur when patients are
immobilized for extended periods of time, are serious medical problems," said
Andreas Sommer, Ph.D., Celtrix's president and chief executive officer. "In a
number of chronic diseases, such as cancer and AIDS, these wasting conditions
contribute to physical weakness and interfere with tissue and organ repair. They
also are a factor in acute traumatic injuries. With severe burns, for example,
patients often exhibit weight loss of up to 30 percent, a significant portion of
which is muscle loss. This can impact their ability to heal and increase their
risk of mortality."

        "Celtrix's plan is to establish corporate partnership(s) to address
major opportunities such as protein wasting due to cancer, AIDS and other
chronic, debilitating conditions," Dr. Sommer said.

        Celtrix is a biopharmaceutical company developing novel therapeutics for
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, Yoshitomi Pharmaceutical Industries
Ltd. 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.

        This news release contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Actual results may differ

                                    - more -



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"Celtrix's SomatoKine(R) Demonstrates Effectiveness in Preventing Muscular
Atrophy"

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materially from the statements made, as a result of various factors, including
risks associated with the ability of the company to enter into a collaboration
with a corporate partner for the development of SomatoKine to treat protein
wasting conditions, as well as risks associated with future research, clinical
study results, the regulatory approval process, competitive products and other
factors which are listed from time to time in Celtrix's Securities and Exchange
Commission (SEC) filings. These forward-looking statements represent Celtrix's
judgment as of the date of this news release.

                                      -end-