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 (Date of earliest event reported) June 7, 2004
                                                           ------------


                        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 June 7, 2004, CollaGenex Pharmaceuticals, Inc., a Delaware corporation,
entered into a Fourth Loan Modification  Agreement with Silicon Valley Bank with
respect to the Loan and Security  Agreement  dated March 19, 2001, as previously
amended,  between the parties.  Such Fourth Loan Modification  Agreement further
amends the Loan and  Security  Agreement  to,  among  other  things,  extend the
Maturity Date, as defined  therein,  to May 31, 2006 and to increase the Maximum
Credit Limit, as defined therein, to $5,000,000.

      The  foregoing  statements  are  qualified in their  entirety by the above
referenced  Fourth  Loan  Modification  Agreement,  which is filed  herewith  as
Exhibit 10.1 and is incorporated herein by reference.



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

        (c)   Exhibits.

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

            10.1       Fourth Loan Modification Agreement





                                   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/Colin W. Stewart
                                       -----------------------------
                                       Colin W. Stewart
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)


Date:  June 7, 2004