Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

on Form S-3

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

CELLEGY PHARMACEUTICALS, INC.

(Exact name of the Registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

2834

(Primary Standard Industrial Classification Code Number)

82-0429727

(I.R.S. Employer Identification No.)

128 Grandview Road, Boyertown, PA 19512

(Address and Telephone Number of Principal Executive Offices)

Richard C. Williams

128 Grandview Road, Boyertown, PA 19512

215-529-6084

(Name, Address and Telephone Number of Agent For Service)

Copy to:

C. Kevin Kelso, Esq.

Weintraub Genshlea Chediak Law Corporation

400 Capitol Mall, 11^th Floor, Sacramento, CA 95814

(916) 558-6000

Approximate Date of Commencement of Proposed Sale to the Public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ____________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Smaller reporting company x

This registration statement registered the sale from time to time of up to 2,000,000 shares of our common stock by the selling shareholders named therein. The offering has now been terminated. Accordingly, the registrant hereby deregisters all shares of the common stock originally covered by this registration statement but not sold pursuant to the prospectus included therein.

In accordance with the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 2 on Form S-3 to be signed on its behalf by the undersigned thereto duly authorized on this 12 day of November, 2008.

	CELLEGY PHARMACEUTICALS, INC.

	BY:	/s/ Richard C. Williams
		Richard C. Williams
		Chairman and Interim Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

Principal Executive Officer:

/s/ Richard C. Williams	Chairman and Interim Chief Executive Officer	November 12, 2008
Richard C. Williams

/s/ Robert J.Caso	Vice President, Finance, Chief Financial Officer and Secretary	November 12, 2008
Robert J.Caso

Directors:

/s/ Tobi B. Klar, M.D.	Director	November 12, 2008
Tobi B. Klar, M.D.

/s/ Robert B. Rothermel	Director	November 12, 2008
Robert B. Rothermel

/s/ Thomas M. Steinberg	Director	November 12, 2008
Thomas M. Steinberg