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                                  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: February 5, 1998



                         Commission File Number: 0-18976


                          CELTRIX PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)



                DELAWARE                                 94-3121462
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)



              3055 Patrick Henry Drive, Santa Clara, CA 95054-1815
              (Address of principal executive offices and zip code)


                  Registrant's Telephone Number: (408) 988-2500


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ITEM 5.       OTHER EVENTS

       On February 5, 1998, Celtrix Pharmaceuticals, Inc., a Delaware
corporation (the "Company") announced Expanded Relationship With Genzyme's
Tissue Repair Division. Further details regarding this announcement are
contained in the Company's news release dated February 5, 1998, attached as
exhibit hereto and incorporated by reference herein.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)    EXHIBITS

Exhibit 21   Celtrix Pharmaceuticals, Inc. News Release dated February 5, 1998.


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                                   SIGNATURES

      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 thereunto duly authorized.




                                 CELTRIX PHARMACEUTICALS, INC. (Registrant)


Date:  February 5, 1998          By: /s/ DONALD D. HUFFMAN
                                 -------------------------
                                 Donald D. Huffman
                                 Vice President, Finance & Administration
                                 Chief Financial Officer (Duly authorized
                                 principal financial and accounting
                                 officer.)


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                          CELTRIX PHARMACEUTICALS, INC.
                                INDEX TO EXHIBITS


      Exhibit Number

      Exhibit 21         Celtrix Pharmaceuticals, Inc. Press Release
                         dated February 5, 1998.