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

SCHEDULE  13G
Under  the  Securities  Exchange  Act  of  1934

Amendment  No.:    1

Name  of  Issuer:          CELTRIX  PHARMACEUTICALS,  INC.

Title  of  Class  of  Securities:    COMMON  STOCK  $.01  PAR  VALUE

CUSIP  Number:  151186103



Check  the  following line if a fee is being paid with this statement.  (A fee
is  not  required  only  if the filing person: (1) has a previous statement on
file  reporting beneficial ownership of more than five percent of the class of
securities  described  in  Item  1;  and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
 (See  Rule  13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial  filing  on this form with respect to the subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures  provided  in  a  prior  cover  page.

The  information  required  in  the  remainder of this cover page shall not be
deemed  to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the  Notes).

 1.          Name  of  Reporting  Person  and  S.S.  or  I.R.S. Identification
      No  of  Above  Person:          Dawson  Samberg Capital Management, Inc.
                    Tax  ID:    06-1033494

 2.          Check  the  Appropriate  Box  if  a  Member  of  a  Group
          a.
          b.

 3.          SEC  Use  Only

 4.          Citizenship  or  Place  of  Organization:
          Connecticut

Number  of  Shares  Beneficially  Owned  by  Each  Reporting  Person  With:

 5.          Sole  Voting  Power:          1,643,688

 6.          Shared  Voting  Power:          0

 7.          Sole  Dispositive  Power:          1,643,688

 8.          Shared  Dispositive  Power:          0

 9.          Aggregate  Amount  Beneficially
     Owned  by  Each  Reporting  Person:          1,643,688

10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

11.          Percent  of  Class  Represented  by  Amount in Row (9):     7.80%

12.          Type  of  Reporting  Person:          IA,  CO


Item  1(a)  Name  of  Issuer:    CELTRIX  PHARMACEUTICALS,  INC.

        1(b)  Address  of  Issuer's  Principal  Executive  Offices:
               3055  Patrick  Henry  Drive,  Santa  Clara,  CA  95054-1815

Item 2(a) - (c).  Name, Principal Business Address, and Citizenship of Persons
Filing:
               Dawson Samberg Capital Management, Inc., 354 Pequot Avenue,    
               Southport,  CT  06490,  which  is  a  Connecticut  corporation.

     (d)          Title  of  Class  of Securities: COMMON STOCK $.01 PAR VALUE

           (e)            CUSIP  Number:  151186103

Item  3.         This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E). 
Dawson          Samberg  Capital  Management,  Inc.  is  an investment adviser
registered          under  Section 203 of the Investment Advisers Act of 1940.

Item  4.          Ownership.
               Ownership as of December 31, 1998 is incorporated by reference 
   to  items  (5)  -  (9)  and (11) of the cover page of the reporting person.
Item  5.          Ownership  of  Five  Percent  or  Less  of  a  Class.
               Not  Applicable



Item  6.      Ownership of More than Five Percent on Behalf of Another Person.
               The reporting person is an investment adviser registered under 
             Section 203 of the Investment Advisers Act of 1940 and, as such, 
             has  beneficial  ownership of the shares which are the subject of
this          filing through the investment discretion the reporting person   
                exercises  over  its  client's  accounts.  More than 5% of the
shares                 beneficially owned by the reporting person are owned by
one  client,            Pequot Private Equity Fund, L.P., although such client
does  not                have beneficial ownership of such shares for purposes
of  Section                                13 and Section 16 of the Securities
and  Exchange  Act  of  1934.

Item 7.     Identification and Classification of the Subsidiary Which Acquired
the                    Security  Being Reported by the Parent Holding Company.
               Not  Applicable

Item  8.          Identification  and  Classification of Members of the Group.
               Not  Applicable

Item  9.          Notice  of  Dissolution  of  the  Group.
               Not  Applicable

Item  10.

          By  signing  below,  I certify that, to the best of my knowledge and
belief,  the securities referred to above were acquired in the ordinary course
of  business  and were not acquired for the purpose and do not have the effect
of  changing  or  influencing the control of the issuer of such securities and
were  not  acquired  in connection with or as a participant in any transaction
having  such  purpose  or  effect.

          After reasonable inquiry and to the best of my knowledge and belief,
I  certify  that the information set forth in this statement is true, complete
and  correct.


Date:  February  10,  1999

By:  /s/          Thomas  S.  Galvin
  Title:  Chief  Financial  Officer