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 (Date of earliest event reported): October 6, 2004

Cellegy Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-26372	82-0429727
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

349 Oyster Point Boulevard, Suite 200 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 616-2200

Same

(Former name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On October 6, 2004, Cellegy Pharmaceuticals, Inc. (the “Company”) issued to Neptune Pharmaceuticals Corporation (“Neptune”) and certain affiliated persons a total of 204,918 shares of common stock of the Company. The shares were issued in satisfaction of a milestone payment set forth in an Asset Purchase Agreement dated as of December 31, 1997, between Cellegy and Neptune, pursuant to which the Company acquired patent and related intellectual property rights related to the Cellegesic product. The agreement provides for a series of potential earn-out or milestone payments, payable in shares of common stock, upon successful completion of various development milestones. The shares were issued in reliance on Section 4(2) of the Securities Act of of 1933, as amended.

SIGNATURE

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 hereunto duly authorized.

	CELLEGY PHARMACEUTICALS, INC.

Date: October 6, 2004	By:	/s/ A. Richard Juelis
		A. Richard Juelis
		Vice President, Finance and Chief Financial Officer
		(Duly Authorized Officer)