10-K/A

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                           FORM 10-K/A
 
                         ANNUAL REPORT
 
 
           PURSUANT TO SECTION 13 or 15 (d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 1994      Commission file  
                                                 number 0-8049

                      CIRCA PHARMACEUTICALS, INC.

Incorporated under the laws                  11-1966265           
of the State of New York            (I.R.S. Employer Identification

                                     Number)

33 Ralph Avenue                           516-842-8383
Copiague, New York 11726                 (telephone number)       
(address of principal executive offices)

  Securities registered pursuant to Section 12(g) of the Act:


                                            Name of Each Exchange
Title of Class                              on Which Registered
Common Stock, $.01 par value per share      American Stock Exchange


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirement for the past 90
days.           Yes    X     No        

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein and will not
be contained, to the best of Registrant's knowledge, in the Proxy
Statement incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  [X]

The aggregate market value of the voting stock of the Registrant
held by non-affiliates was approximately $356,540,337 as of March
17, 1995 (assuming solely for purposes of this calculation that all
directors and officers of the Registrant are "affiliates").

The number of shares of Common Stock outstanding was 21,745,912 as
of March 17, 1995.
SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) 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. 


                                CIRCA PHARMACEUTICALS, INC.
Dated:  March 27, 1995
                                by:/s/ Melvin Sharoky, M.D.       
                                                                  
                                MELVIN SHAROKY, M.D., President
                                                                  
                                Chief Executive Officer


                                by:/s/ Angelo C. Malahias
                                                                  
                                ANGELO C. MALAHIAS, Vice President 
                                                                  
                                and Chief Financial Officer





Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated:          



/s/ Melvin Sharoky, M.D.                       Date: March 27, 1995
MELVIN SHAROKY, M.D., Director


/s/ Thomas P. Rice                             Date: March 27, 1995
THOMAS P. RICE, Director


/s/ Michael Fedida                             Date: March 27, 1995
MICHAEL FEDIDA, Director


/s/ Stanley B. Grey                            Date: March 27, 1995
STANLEY B. GREY, Director



/s/ Bruce Hausman                              Date: March 27, 1995
BRUCE HAUSMAN, Director


/s/ Kenneth Siegel                             Date: March 27, 1995
KENNETH SIEGEL, Director

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Circa
Pharmaceuticals, Inc. consolidated financial statements for the fiscal year
ended December 31, 1994 and is qualified in its entirety by reference to such
financial statements.

<CIK> 0000013006
<NAME> CIRCA PHARMACEUTICALS, INC.
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
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<RECEIVABLES>                                  4034728
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