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: July 7, 1999



                         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)




                2033 Gateway Place, Suite 600, San Jose, CA 95110
              (Address of principal executive offices and zip code)


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

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ITEM 5. OTHER EVENTS

     On July 7, 1999, Celtrix Pharmaceuticals, Inc., a Delaware corporation (the
"Company") announced Celtrix Pharmaceuticals Common Stock to Trade on the Nasdaq
Small Cap Market. Further details regarding this announcement are contained in
the Company's news release dated July 7, 1999, 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 July 7, 1999.

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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:  July 7, 1999                  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 July 7, 1999.

EX-21

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                                                                      EXHIBIT 21

                              [CELTRIX LETTERHEAD]

NEWS RELEASE


                         CONTACT:  Donald D. Huffman
                                   Vice President, Finance and Administration
                                   Chief Financial Officer
                                   (408) 988-2500


              CELTRIX PHARMACEUTICALS COMMON STOCK TO TRADE ON THE
                             NASDAQ SMALL CAP MARKET

     SAN JOSE, CA -- July 7, 1999 -- Celtrix Pharmaceuticals, Inc. (Nasdaq:
CTRX) announced that it has received notification from The Nasdaq-Amex Market
Group that the listing of the Company's Common Stock will be moved from The
Nasdaq National Market to The Nasdaq Small Cap Market effective July 8, 1999.

     On April 1, 1999, the Company participated in an oral hearing before a
Nasdaq Listing Qualifications Panel regarding Nasdaq National Market maintenance
standards. On July 6, 1999, the Company received written notification that the
Panel had determined to move the listing of the Company's stock to The Nasdaq
Small Cap Market effective July 8, 1999. The Company believes that the move to
The Nasdaq Small Cap Market will not adversely affect the liquidity of its
Common Stock.

ADDITIONAL INFORMATION

     Celtrix is a biopharmaceutical company developing therapeutics for
seriously debilitating, degenerative conditions primarily associated with severe
trauma, chronic diseases or aging. The company's focus is on SomatoKine(R), the
novel IGF-BP3 complex, for treatment of a broad range of metabolic disorders.
Celtrix has completed Phase IIA clinical testing for the treatment of severe
osteoporosis (recovery from hip fracture surgery), diabetes and traumatic burns.
Other potential indications include protein wasting diseases associated with
cancer, AIDS, advanced kidney failure and other life-threatening conditions.

     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 materially from the statements made, as a result of
various factors, including risks associated with the ability of the company to
comply with The Nasdaq Small Cap Market's maintenance standards, 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-