8-K

                       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): January 16, 2004


                          CELLEGY PHARMACEUTICALS, INC.
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             (Exact name of Registrant as specified in its charter)


                                   California
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                 (State or other jurisdiction of incorporation)


         0-26372                                            82-0429727
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       (Commission                                        (IRS Employer
       File Number)                                       Identification No.)


      349 Oyster Point Boulevard, Suite 200
             South San Francisco, CA                             94080
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     (Address of principal executive offices)                  (Zip Code)


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


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          (Former name or former address, if changed since last report)


ITEM 4:  OTHER EVENTS

         Filed with this report as Exhibit  99.01 is a press  release  issued by
Cellegy  Pharmaceuticals,  Inc. (the "Company")  announcing the equity financing
entered into with Kingsbridge Capital Limited.



ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.

    (a)  Exhibits.

         99.01    Press Release issued by the Registrant dated January 16, 2004.



                                    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.


Date: January 21, 2004       CELLEGY PHARMACEUTICALS, INC.

                             By: /s/ A. Richard Juelis
                                 ---------------------
                             A. Richard Juelis
                             Vice President, Finance and Chief Financial Officer

EX-99.01

                                                                   Exhibit 99.01

            Cellegy Secures Innovative Equity Financing Facility with
                          Current Value of $15 Million

South San  Francisco,  CA - January  16,  2004 - Cellegy  Pharmaceuticals,  Inc.
(Nasdaq:  CLGY)  announced  today the  Company  has  entered  into a  Structured
Secondary Offering Facility agreement,  (SSO), with Kingsbridge Capital Limited.
The facility requires Kingsbridge to purchase up to 3.74 million shares of newly
issued common stock at times and in amounts selected by Cellegy over a period of
up to two years, subject to certain restrictions. At the current market price of
Cellegy stock, the value of the facility is approximately  $15 million.  Cellegy
may begin to draw down funds after the effectiveness of a registration statement
that the Company  will file with the  Securities  and Exchange  Commission.  The
value of the  financing  facility will be adjusted by the price of the Company's
stock at the time of the filing of the registration statement.

Cellegy has put this contingent financing facility in place to allow it to raise
capital as required, in amounts and at the times of its choosing.  The agreement
does not prohibit Cellegy from conducting  additional debt or equity financings,
including PIPEs, shelf offerings,  secondary offerings or any other non-fixed or
future priced securities.

The  timing  and  amount of any draw  downs are at  Cellegy's  sole  discretion,
subject to certain conditions.  Individual draw downs must be at least 3 trading
days apart and are  limited to certain  maximum  amounts  depending  on the then
current market  capitalization of the Company.  The purchase price of the common
stock will be at discounts ranging from 8% to 12% of the average market price of
the common stock prior to each future draw down. The lower  discount  applies to
higher stock prices.  In connection with the agreement,  Cellegy issued warrants
to  Kingsbridge  to purchase  260,000  shares at an exercise  price of $5.27 per
share.  Cellegy can, at it's  discretion and based on its cash needs,  determine
how much, if any, of the equity line it will draw down in the future, subject to
the other conditions in the agreement.

K. Michael  Forrest,  Cellegy's CEO said,  "We are very pleased to have put this
contingent  financing facility with Kingsbridge in place. The facility allows us
to raise capital as required, at favorable economic terms and at our discretion.
Kingsbridge  Capital is a highly respected  private equity fund. We look forward
to adding them to our current investor group."

Adam  Gurney,  Managing  Director  of  Kingsbridge,  stated,  "We are excited by
Cellegy's  near-to-market  pipeline,  which  we  believe  is  of  great  medical
potential and is a significant  value-creating  opportunity  for Cellegy and its
investors.  Kingsbridge  is very  pleased to be helping the  Company  during its
transition to commercialization."

                                    - more -


About Cellegy Pharmaceuticals

Cellegy Pharmaceuticals is a specialty  biopharmaceutical company engaged in the
development  and marketing of nitric oxide donors and other  prescription  drugs
for the treatment of gastrointestinal disorders, sexual dysfunction, and certain
cancers. The Company is developing  Cellegesic(TM)  (nitroglycerin ointment) for
the  treatment  of anal  fissures,  hemorrhoids  and  dyspareunia.  Cellegy  has
completed  Phase 3 testing of  Cellegesic  for the  treatment  of  chronic  anal
fissure  pain and expects to have results of the trial by February  2004.  Other
nitric oxide donor  products  being  developed  address a number of  unsatisfied
medical needs including  Raynaud's  Disease,  Restless Leg Syndrome and prostate
cancer.

Cellegy  is  also   developing  two  transdermal   testosterone   gel  products:
Tostrelle(TM)  (testosterone gel) for the treatment of female sexual dysfunction
and FortigelTM (testosterone gel), for the treatment of male hypogonadism.

Forward-Looking Statements

This press release contains forward-looking statements.  Investors are cautioned
that  these  forward-looking  statements  are  subject  to  numerous  risks  and
uncertainties,   known  and  unknown,  which  could  cause  actual  results  and
developments  to differ  materially  from  those  expressed  or  implied in such
statements.  Such risks and  uncertainties  relate to, among other factors:  the
outcome of clinical trials,  particularly the upcoming results of the Cellegesic
Phase 3 trial; the outcome and timing of discussions with the FDA,  particularly
with regard to additional  requirements for marketing approval of Fortigel;  and
the  need  and  ability  to  complete  corporate   partnerships  and  additional
financings.  There can be no assurance on the timely  completion of registration
of the  securities  mentioned  above  or that  the  capital  raised  under  this
facility, if any, will be sufficient to sustain the Company's operations.

PDI, Inc. and Cellegy both  initiated  litigation  proceedings  in December 2003
relating  to  their  Fortigel  License  Agreement.  There  can be no  assurances
regarding  the outcome of the  litigation  and the Company  could be required to
devote significant time and resources to these  proceedings.  An adverse outcome
of the proceedings could have a material impact on Cellegy. For more information
regarding  risk factors,  refer to the Company's  Annual Report on Form 10-K for
the year ended December 31, 2002.