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) December 8, 2003
                                                         ----------------


                        CollaGenex Pharmaceuticals, Inc.
              --------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


        Delaware                    0-28308                     52-1758016
- --------------------------------------------------------------------------------
      (State or Other       (Commission File Number)        (IRS Employer
       Jurisdiction                                      Identification No.)
     of Incorporation)


41 University Drive, Newtown, Pennsylvania                             18940
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


                                 (215) 579-7388
                        ---------------------------------
                         (Registrant's telephone number,
                              including area code)


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.  OTHER EVENTS.

      On  December  8,  2003,  CollaGenex  Pharmaceuticals,   Inc.,  a  Delaware
corporation  (the  "Company"),   issued  a  press  release  announcing  that  in
accordance with NASDAQ  Marketplace  Rule 4350, as amended,  the Company granted
inducement  stock options to Colin W. Stewart its newly appointed  president and
chief executive  officer,  effective the date of commencement of his employment.
These  options  were granted  without  stockholder  approval  pursuant to NASDAQ
Marketplace  Rule  4350  (i)(1)(A)(iv)   under  the  following  terms:   300,000
non-qualified  stock  options,  exercise price equal to the fair market value on
the grant date,  ten-year  duration and vesting at the rate of 20% for each year
of service with the Company. In certain  circumstances,  if the closing price of
the Company's  common stock,  as quoted on the NASDAQ  National Market exceeds a
pre-determined  per  share  price for a certain  number  of  consecutive  days a
portion of such options will vest immediately.

      The foregoing  statements are qualified in their entirety by the Company's
press release, a complete copy of which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.





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

        (c)   Exhibits.

        Exhibit No.    Description
        -----------    -----------

           99.1        Press Release dated December 8, 2003





                                   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, hereunto duly authorized.

                                    COLLAGENEX PHARMACEUTICALS, INC.



                                    By: /s/ Nancy C. Broadbent
                                        -----------------------------
                                        Nancy C. Broadbent
                                        Chief Financial Officer
                                        (Principal Financial Officer)


Date:  December 8, 2003