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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COLUMBIA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 59-2758596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

100 NORTH VILLAGE AVENUE, SUITE 32
ROCKVILLE CENTRE, NEW YORK 11570
(516) 766-2847
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)

DAVID L. WEINBERG
CHIEF FINANCIAL OFFICER
COLUMBIA LABORATORIES, INC.
100 NORTH VILLAGE AVENUE, SUITE 32
ROCKVILLE CENTRE, NEW YORK 11570
(516) 766-2847
(Name, address, including ZIP code, and telephone number, including
area code, of agent for service)

Copy to:
STEPHEN M. BESEN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.

If the securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check this following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]

NY2:\1009863\04\37965.0001

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

Registration No. 333-38230
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EXPLANATORY NOTE

The Registration Statement on Form S-3 (Reg. No. 333-38230) (the "Registration
Statement") filed by Columbia Laboratories, Inc. (the "Registrant") was declared
effective by the Securities and Exchange Commission (the "Commission") on June
30, 2000. The Registrant will enter into the Common Stock Purchase Agreement
with Acqua Wellington North American Equities Fund, Ltd. ("Acqua Wellington"),
pursuant to which the Registrant, from time to time and in its sole discretion,
will issue and sell to Acqua Wellington up to $20,000,000 of its common stock,
$.01 par value.

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 31, 2000)

$20,000,000

COLUMBIA LABORATORIES, INC.

COMMON STOCK

We are offering up to $20,000,000 of our common stock
directly to Acqua Wellington North American Equities Fund, Ltd.,
which we refer to as "Acqua Wellington" pursuant to this
prospectus.

We will enter into a purchase agreement with Acqua
Wellington pursuant to which we may issue and sell to Acqua
Wellington, from time to time and in our sole discretion, shares
of our common stock in an aggregate amount of up to $20,000,000,
at a price per share equal to the daily volume weighted average
price of our common stock over a certain period of time, less a
discount ranging from 5% to 7% depending on the price of our
common stock.

Acqua Wellington is an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act")
and any profits on the sale of the shares of our common stock by
Acqua Wellington and any discounts, commissions or concessions
received by Acqua Wellington may be deemed to be underwriting
discounts and commissions under the Securities Act.

Our common stock trades on the American Stock Exchange
under the symbol COB. On February 5, 2001, the last reported sale
price of the common stock on the AMEX was $5.14 per share.

THE SECURITIES WE OFFER INVOLVE A HIGH DEGREE OF RISK,
WHICH WE DESCRIBE IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE
5 OF THE PROSPECTUS SUPPLEMENT APPLICABLE TO EACH SALE OF OUR
COMMON STOCK.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.

The date of this prospectus supplement is February 6, 2000

TABLE OF CONTENTS

PAGE

ABOUT THIS PROSPECTUS SUPPLEMENT.........................................1

PROSPECTUS SUPPLEMENT SUMMARY............................................1

THE OFFERING.............................................................4

RISK FACTORS.............................................................5

FORWARD-LOOKING INFORMATION.............................................11

WHERE YOU CAN FIND MORE INFORMATION.....................................12

USE OF PROCEEDS.........................................................14

DESCRIPTION OF CAPITAL STOCK............................................15

PLAN OF DISTRIBUTION....................................................20

LEGAL MATTERS...........................................................23

EXPERTS.................................................................23

NO DEALER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY
UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL
ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS CURRENT ONLY AS OF ITS
DATE.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is a supplement to the accompanying
prospectus that is part of a registration statement we filed with the SEC on May
31, 2000 using a shelf registration process. Under the shelf registration
process, we may offer from time to time shares of our common stock up to an
aggregate amount of $75,000,000 of which this offering is part. In this
prospectus supplement, we provide you with a general description of the shares
of our common stock which we will offer under this prospectus supplement. Both
this prospectus supplement and the accompanying prospectus include important
information about us, our common stock and other information you should know
before investing. This prospectus supplement also adds, updates and changes
information contained in the accompanying prospectus. You should read both this
prospectus supplement and the accompanying prospectus as well as additional
information described under the heading "Where You Can Find More Information"
beginning on page 12 of this prospectus supplement and on page 8 of the
accompanying prospectus before investing in our common stock.

PROSPECTUS SUPPLEMENT SUMMARY

COLUMBIA LABORATORIES, INC.

Because this is a summary, it does not contain all the information
about Columbia that may be important to you. To understand the specific terms of
the securities, you should read this prospectus supplement and the accompanying
prospectus carefully. You should also carefully read the section entitled "Risk
Factors" in this prospectus supplement and the documents identified under the
caption "Where You Can Find More Information."

We are currently engaged in the development and sale of pharmaceutical
products. Our objective is to develop unique pharmaceutical products that treat
specific diseases and conditions including:

o infertility;

o testosterone deficiency;

o dysmenorrhea, painful uterine cramping associated
with menses;

o endometriosis, the growth of endometrial tissue
outside the uterus; and

o hormonal deficiencies.

Our products primarily utilize our patented Bioadhesive Delivery
System. The Bioadhesive Delivery System is based upon the principal of
bioadhesion, a process by which the polymer, a large insoluble substance,
adheres to skin and other body surfaces and to mucin, a naturally occurring
secretion of the mucous membranes. The polymer remains attached to the surfaces

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or the mucin and is discharged upon normal cell turnover. Cell turnover is a
normal process which, depending upon the area of the body, occurs every 12 to 72
hours. The extended period of attachment permits the Bioadhesive Delivery System
to be utilized in products when extended duration of effectiveness is desirable
or required.

Our first prescription drug utilizing the Bioadhesive Delivery System,
Crinone(R), is a sustained release, vaginally delivered, natural progesterone
product. Progesterone is a hormone manufactured by a woman's ovary in the second
half of the menstrual cycle. By delivering progesterone directly to the uterus,
a process we call "First Uterine Pass Effect"(C), it maximizes the therapeutic
benefit. It also avoids side effects seen with orally-delivered synthetic
progesterone-like drugs. In May 1997, we received U.S. marketing approval for
Crinone from the FDA for use as progesterone supplementation or replacement as
part of a treatment program for infertile women. In July 1997, we received U.S.
marketing approval for Crinone from the FDA for the treatment of secondary
amenorrhea, which is the loss of the menstrual period. Outside the U.S., Crinone
has been approved for marketing for one or more medical indications in a variety
of European and Latin American countries.

In May 1995, we entered into a worldwide, except for South Africa,
license and supply agreement for Crinone with American Home Products
Corporation. As part of the agreement, the Wyeth-Ayerst Laboratories division of
AHP marketed Crinone. On July 2, 1999, AHP assigned the license and supply
agreement to Ares-Serono, a Swiss pharmaceutical company. Serono paid $68
million to AHP for the rights to Crinone and assumed AHP's financial obligations
to us. Under the terms of the license and supply agreement, we have earned $17
million in milestone payments as of December 31, 2000 and may receive additional
milestone payments, if conditions are met.

In addition, we have produced through contract manufacturers the
following over-the-counter products for sales by us or our licensees:

o Advantage-S(R), our female contraceptive gel;

o Replens(R), which replenishes vaginal moisture on a
sustained basis and relieves the discomfort
associated with vaginal dryness; and

o MipHil(TM), which reduces vaginal pH for the
elimination of symptoms of bacterial vaginosis.

On May 5, 2000, we sold various tangible and intangible assets related
to the U.S. rights for Replens to Lil' Drug Store Products, Inc. for a total of
$4.5 million cash. Additionally, Lil' Drug Store agreed to buy up to $500,000 of
Replens inventory from us and to pay us future royalties of up to $2 million
equal to 10% of future U.S. sales of Replens.

Additionally, on May 5, 2000, we licensed our Legatrin PM, Legatrin
GCM, Vaporizer in a Bottle and Diasorb brands to Lil' Drug Store. Under the
terms of these agreements, we will receive license fees equal to 20% of the
licensee's net sales of these brands. These agreements each have five-year terms
with provisions for renewal and contain options that allow the licensee to

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acquire the brands from us. On December 29, 2000 Lil' Drug Store purchased
Vaporizer in a Bottle for $201,800.

We intend to concentrate on developing our prescription products,
including Chronodyne(R), a product intended to relax the uterus and prevent
abnormal contractions. This product may be useful in the treatment of disorders
such as dysmenorrhea and endometriosis.

Our research in endocrinology has also led to the development of a
physiologic testosterone bioadhesive buccal tablet, a product to treat
"andropause" in men. Like the failure of the ovaries in menopausal women to
produce estrogen, andropause occurs upon the failure of the testes to produce
sufficient testosterone in men. This, in turn, results in increasing levels of
Follicle Stimulating Hormone, a natural hormone in the male pituitary gland
which stimulates the testicles to produce testosterone. This may have the same
impact as menopause in women, including:

o increased risk of cardiovascular disease;

o Alzheimer's disease; and

o osteoporosis.

Our physiologic testosterone bioadhesive buccal tablet may play an
important role in the treatment of angina, the pain associated with the clogging
of the coronary arteries, and in the secondary prevention of a heart attack. We
recently entered into Phase III clinical trials for our physiologic testosterone
buccal tablet and expect to complete Phase III trials and file regulatory
submission in the United States and Europe by year-end.

We have focused on women's health care because of the significant
number of women's health and hygiene needs which have not been met by available
products and because we have found vaginal delivery of pharmaceutical products
to be particularly effective. We intend to continue to develop products that
improve the delivery of previously approved drugs.

Our principal executive offices are located at:

100 North Village Avenue, Suite 32
Rockville Centre, New York 11570
Tel: (516) 766-2847

Our subsidiaries, all of which are wholly-owned, are Columbia
Laboratories (Bermuda) Ltd., Columbia Laboratories (France) SA, Columbia
Laboratories (UK) Limited and Columbia Research Laboratories, Inc.

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THE OFFERING

Issuer. Columbia Laboratories, Inc.

Common Stock Offered. Up to $20,000,000 of our common shares.

Use of Proceeds. We will use the net proceeds of this offering for
general corporate purposes, which may include working capital, funding our
operating losses, capital expenditures and operating expenses.

Rights of Holders of Common Stock. Holders of common stock are entitled
to one vote per share on all matters submitted to a vote of stockholders, except
those matters that are submitted solely to a vote of the holders of preferred
stock. Subject to any preferences of outstanding shares of preferred stock,
holders of common stock are entitled to dividends when and if declared by the
board of directors.

America Stock Exchange Symbol. COB

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RISK FACTORS

You should carefully consider the following risk factors as well as the
other information contained and incorporated by reference in this prospectus
supplement and the accompanying prospectus before making an investment in the
common stock. Any one or a combination of these risk factors may have a material
adverse effect on Columbia.

OUR HISTORY OF LOSSES MAY RESULT IN A SHORTAGE OF WORKING CAPITAL FOR OUR
OPERATIONS.

We cannot assure you that funds generated from operations will be
sufficient to achieve our research and development plans. For the fiscal year
ended December 31, 1999 and the nine months ended September 30, 2000, we had net
losses of $2,210,208 and $2,810,323, respectively, which was primarily the
result of a lack of sales and costly research and development activities. If we
are unable to increase sales of our current products, we expect to need
additional funds to continue our research and development, conduct pre-clinical
trials and apply for regulatory approval, if necessary. If we are unable to
obtain additional funds, we may be unable to continue operations.

WE FACE SIGNIFICANT COMPETITION FROM PHARMACEUTICAL AND CONSUMER PRODUCT
COMPANIES, WHICH MAY ADVERSELY IMPACT OUR MARKET SHARE.

We, and our partners, operate in or intend to enter intensely
competitive markets. We compete against established pharmaceutical and consumer
product companies that market products addressing similar needs. In addition,
numerous companies are developing, or in the future may develop, enhanced
delivery systems and products that compete with our present and proposed
products. Some competitors have greater financial, research and technical
resources. These competitors may also have greater marketing capabilities,
including the resources to implement extensive advertising campaigns. It is
possible that we may not have the resources to withstand these and other
competitive forces. As a result, we may lose market share.

Crinone, although a natural progesterone product, competes in markets
with other progestins, both synthetic and natural, which may be delivered
orally, by injections or by suppositories. Some of the more successful orally
dosed products include Provera(R) marketed by the Upjohn Company and Prempro(R)
and Premphase(R) marketed by American Home Products. We also believe that
Advantage-S, Legatrin PM, Legatrin GCM Formula and Diasorb compete against
numerous products in their respective categories.

STEPS TAKEN BY US TO PROTECT OUR PROPRIETARY RIGHTS MIGHT NOT BE ADEQUATE, IN
WHICH CASE COMPETITORS MAY INFRINGE ON OUR RIGHTS OR DEVELOP SIMILAR PRODUCTS.

Our success and ability to compete is partially dependent on our
proprietary technology. We rely primarily on a combination of U.S. patents,
trademarks, copyrights, trade secret laws, third-party confidentiality and
nondisclosure agreements and other methods to protect our proprietary rights.
The steps we take to protect our proprietary rights, however, may not be
adequate. Third parties may infringe or misappropriate our copyrights,
trademarks and similar proprietary rights. Moreover, we may not be able or

willing, for financial, legal or other reasons, to enforce our rights. To this
date, we have never been a party to a proprietary rights action.

Even though we have patents covering our Bioadhesive Delivery System,
other companies may independently develop or obtain patent or similar rights to
equivalent or superior technologies or processes. Additionally, although we
believe that our patented technology has been independently developed and does
not infringe on the patents of others, we cannot assure you that our technology
does not and will not infringe on the patents of others. In the event of
infringement, we may be required to modify our technology or products, obtain
licenses or pay license fees. We may not be able to do so in a timely manner or
upon acceptable terms and conditions. This may have a material adverse effect on
our operations.

We have filed the following as trademarks in countries throughout the
world:

o "Advantage-S"

o "Advantage-24"

o "Advantage-LA"

o "Replens"

o "Crinone"

o "Chronodyne"

These trademarks, however, may not afford us adequate protection or we
may not have the financial resources to enforce our rights under these
trademarks.

THE FAILURE OF OTHER COMPANIES TO SUCCESSFULLY PROMOTE OUR PRODUCTS COULD
ADVERSELY EFFECT OUR CASH FLOW.

We have entered into agreements with other companies for the
distribution and marketing of our Bioadhesive Delivery System and
over-the-counter products in the U.S. and several foreign countries. Our success
is dependent to a great extent on the marketing efforts of our distribution and
marketing partners, over which we have limited ability to influence. The failure
of these companies to aggressively or successfully market our products could
have a material adverse effect on our cash flow.

We may not be able to satisfy all of our obligations under these
agreements. Our obligations include developing the products to be sold and
obtaining regulatory approvals allowing for their sale. The failure to satisfy
our obligations under any of these agreements may result in modification or
termination of the relevant agreement. This could have a material adverse effect
on our business and financial condition.

As part of these agreements, several of our partners have the right of
first option or right of first refusal to license gynecological products that we
develop in the future. We are currently in discussions with these partners and
other companies regarding the potential licensing of other products. We cannot

assure you that we will be able to enter into any of these agreements or that we
will receive any up front payments or ongoing royalties. We also cannot assure
you that our partners will aggressively or successfully market these products.

OUR DEPENDENCE ON A PRINCIPAL SUPPLIER MAY LIMIT OUR ABILITY TO SECURE NECESSARY
MATERIALS.

Medical grade, cross-linked polycarbophil, the polymer used in our
products using our Bioadhesive Delivery System, is currently available from only
one supplier, B.F. Goodrich Company. We believe that Goodrich will supply as
much of the material as we require because our products rank among the highest
value-added uses of the polymer. In the event that Goodrich cannot or will not
supply enough of the product to satisfy our needs, we will be required to seek
alternative sources of polycarbophil. We cannot assure you that an alternative
source of polycarbophil can be obtained or that it can be obtained on
satisfactory terms.

WE DEPEND UPON THIRD PARTY MANUFACTURERS WHO MAY NOT BE ABLE TO MEET OUR FUTURE
NEEDS.

We rely on third parties to manufacture our products. These
manufacturers may not be able to satisfy our needs in the future. This could
have an adverse effect on our profit margins and our ability to deliver our
products on a timely and competitive basis.

OUR FAILURE TO DEVELOP OUR PRODUCTS OR DELAY IN DEVELOPMENT OF OUR PRODUCTS
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

The development of new pharmaceutical products is uncertain and subject
to a number of significant risks. Some of our pharmaceutical products are in
various stages of development and will require significant research and
development efforts before we can sell them. These efforts include extensive
preclinical and clinical testing, during which the products may be found to be
ineffective.

DELAYS OR FAILURE IN OBTAINING REGULATORY APPROVALS MAY DELAY OR PREVENT
MARKETING OF THE PRODUCTS THAT WE ARE DEVELOPING. DELAYS IN THE MARKETING OR
FAILURE TO MARKET OUR PRODUCTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

Nearly every aspect of the development, manufacture and
commercialization of our pharmaceutical products is subject to time consuming
and costly regulation by various governmental entities, including:

o the Food and Drug Administration;

o the Federal Trade Commission;

o applicable state agencies; and

o applicable regulatory agencies in those foreign
countries where our products are manufactured or
distributed.

Delays or failure in obtaining approvals from the regulatory agencies can have
material adverse effects on our business and prospects.

As in the United States, almost all foreign countries require
pre-marketing approval by health regulatory authorities. Requirements for
approval differ from country to country and involve different types of testing.
There can be substantial delays in obtaining, or failures to obtain required
approvals from regulatory authorities. Even after approvals are obtained, there
can be further delays encountered before the products become commercially
available. These delays can have material adverse effects on our business and
prospects.

OUR CURRENT INSURANCE COVERAGE COULD BE INSUFFICIENT. PRODUCT LIABILITY CLAIM
AWARDS IN EXCESS OF OUR INSURANCE COVERAGE COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS.

Due to the nature of our business, we may be exposed to product
liability claims by consumers. Although we presently maintain product liability
insurance coverage in the amount of $15 million, this may not be sufficient to
cover all possible liabilities. An award against us in an amount greater than
our insurance coverage could have a material adverse effect on our operations.

Some food and drug retailers require us to have a minimum level of
product liability insurance coverage before they will purchase or accept our
products for retail distribution. Our failure to satisfy insurance requirements
could limit our ability to achieve broad retail distribution of our products.
This could have a material adverse effect upon our business and financial
condition.

THE LOSS OF OUR KEY EXECUTIVES COULD HAVE A SIGNIFICANT IMPACT ON OUR COMPANY.

Our success depends in large part upon the abilities and continued
service of our executive officers and other key employees, particularly William
J. Bologna, Chairman of the Board of Directors and our Chief Executive Officer.
We have entered into an employment agreement with Mr. Bologna, which expires on
January 1, 2002. The loss of services of these persons could have a material
adverse effect on our business and prospects.

OUR ABILITY TO USE NET OPERATING LOSS CARRYFORWARDS COULD BE REDUCED OR LOST.
THIS COULD ADVERSELY AFFECT OUR NET INCOME AND CASH FLOW.

As of December 31, 1999, we had net operating loss carryforwards of
approximately $45 million that can be used to reduce our future U.S. federal
income tax liabilities. Our ability to use these loss carryforwards to reduce
our future U.S. federal income tax liabilities could be lost if we were to
experience more than a 50% change in ownership within the meaning of Section
382(g) of the Internal Revenue Code on or before December 31, 2013. If we were
to lose the benefits of these loss carryforwards, our earnings and cash
resources would be materially and adversely affected.

WE DO NOT INTEND TO PAY CASH DIVIDENDS ON OUR COMMON STOCK. AS A RESULT, YOU
WILL NOT RECEIVE ANY PERIODIC INCOME FROM AN INVESTMENT IN OUR COMMON STOCK.

We have never paid a cash dividend on our common stock and we do not
anticipate paying cash dividends in the foreseeable future. We intend to retain
any earnings for use in the development and expansion of our business. In
addition, applicable provisions of Delaware law may affect our ability to
declare and pay dividends on our common stock and our preferred stock.

Accordingly, you should not expect to receive any periodic income from owning
our common stock. Any economic gain on your investment will be solely from an
appreciation, if any, in the price of the stock.

SALES OF LARGE AMOUNTS OF COMMON STOCK MAY ADVERSELY AFFECT OUR MARKET PRICE.

Sales of large amounts of common stock in the open market could cause
the market price of our common stock to drop. We currently have 30,783,794
shares of common stock outstanding, of which approximately 28,283,794 shares are
freely tradable. Approximately 2,500,000 shares of our common stock are
restricted securities, but may be sold pursuant to Rule 144. We also have the
following securities outstanding:

o Series B Convertible Preferred Stock

o Series C Convertible Preferred Stock

o a subordinated convertible note

o warrants and options

If all of these securities are exercised or converted, an additional 7,939,325
shares of common stock will be outstanding, all of which have been registered
under the Securities Act. When issued, these shares will be freely tradable. The
exercise and conversion of these securities is likely to dilute the book value
per share of our common stock. In addition, the existence of these securities
may adversely affect the terms on which we can obtain additional equity
financing.

ANTI-TAKEOVER PROVISIONS COULD IMPEDE OR DISCOURAGE A THIRD-PARTY ACQUISITION OF
OUR COMPANY. THIS COULD PREVENT STOCKHOLDERS FROM RECEIVING A PREMIUM OVER
MARKET PRICE FOR THEIR STOCK.

Columbia is a Delaware corporation. Anti-takeover provisions of
Delaware law impose various obstacles to the ability of a third party to acquire
control of our company, even if a change in control would be beneficial to our
existing stockholders. In addition, our board of directors has the power,
without stockholder approval, to designate the terms of one or more series of
preferred stock and issue shares of preferred stock, which could be used
defensively if a takeover is threatened. Our incorporation under Delaware law
and our board's ability to create and issue a new series of preferred stock
could impede a merger, takeover or other business combination involving our
company or discourage a potential acquiror from making a tender offer for our
common stock. This could reduce the market value of our common stock if
investors view these factors as preventing stockholders from receiving a premium
for their shares.

THE EURO CONVERSION MAY NEGATIVELY IMPACT OUR EUROPEAN OPERATIONS.

With two operating subsidiaries in Europe, economic and political
developments in the European Union can have a significant impact on our
business. For fiscal year 1999 and the first nine months of 2000, 13.4% and
19.7%, respectively, of our revenues were attributable to sales of our products
in Europe. On January 1, 1999, eleven member countries of the European Union

established fixed conversion rates between their existing currencies and one
common currency, the Euro. The Euro trades on currency exchanges and may be used
in business transactions. Under the regulations governing the transition to the
Euro, there is a "no compulsion, no prohibition" rule which states that no one
is obligated to use the Euro until notes and coinage have been introduced on
January 1, 2002. Beginning in January 2002, new Euro-denominated bills and coins
will be issued and existing currencies will be withdrawn from circulation.

Our operating subsidiaries affected by the Euro currency conversion
have established plans to address the systems and business issues raised by the
Euro currency conversion. These issues include:

o the need to adapt computer and other business systems and
equipment to accommodate Euro-denominated transactions; and

o the competitive impact of cross-border price transparency
which may make it more difficult for businesses to charge
different prices for the same products on a country-by-country
basis, particularly once the Euro currency is issued in 2002.

Based on current plans and assumptions, we do not expect that the Euro
conversion will have a material adverse impact on our financial condition or
results of operations. Uncertainties, however, exist as to the effects the Euro
currency may have on our European clients, as well as the impact of the Euro
conversion on the economies of the participating countries. In addition, the
increased price transparency that will be caused by the introduction of the Euro
may negatively impact the pricing of our products in different participating
countries. We will continue to evaluate the impact of the introduction of the
Euro in the European locations in which we operate as we continue to expand our
services.

WE ARE SUBJECT TO LITIGATION.

In June and July 2000, six class action lawsuits were filed in the
United States District Court for the Southern District of Florida purportedly on
behalf of purchasers of our common stock during the period from November 8, 1999
to June 9, 2000. These lawsuits were later combined into one. The complaints
allege, among other things, that we and William Bologna, David Weinberg and
Norman Meier made materially misleading statements and omissions about the
likely prospects for two of our products in violation of the federal securities
laws. We and the individual defendants have filed a motion to dismiss the
complaint. We intend to defend the lawsuits vigorously. There can be no
assurance that we will prevail or that we will not incur significant costs in
defending these lawsuits.

FORWARD-LOOKING INFORMATION

The statements contained or incorporated by reference in this
prospectus that are not historical facts are "forward-looking statements," as
that term is defined in the Private Securities Litigation Reform Act of 1995. In
addition, from time to time, we, or our representatives, have made or may make
forward-looking statements, orally or in writing. Furthermore, forward-looking
statements may be included in our filings with the SEC as well as in press
releases or oral presentations made by or with the approval of one of our
authorized executive officers. Forward-looking statements include all statements
about our future strategy and most other statements that are not historical in
nature. Forward-looking statements are generally identified by words such as
"believes," "estimates," "expects," "intends," "plans, " "may," "will,"
"should," "anticipates" and other similar expressions. Such statements include,
without limitation, our expectations regarding:

o sales;

o earnings or other future financial performance and liquidity;

o product introductions;

o entry into new geographic regions; and

o general optimism about future operations or operating results.

We caution you to bear in mind that forward-looking statements, by
their very nature, involve assumptions and expectations and are subject to risks
and uncertainties. Although we believe that the assumptions and expectations
reflected in the forward-looking statements contained in this prospectus are
reasonable, we cannot assure you that those assumptions or expectations will
ultimately be correct. Important factors that could cause actual results to
differ materially from our expectations are disclosed in this prospectus under
the caption "Risk Factors." These factors include the following:

o increased competitive activity from companies in the
pharmaceutical industry, some of which have greater resources;

o social, political and economic risks to our foreign
operations, including changes in foreign investment and trade
policies and regulations, including changes in accounting
standards, that affect, or will affect, Columbia in the United
States and abroad;

o foreign currency fluctuations affecting the relative prices at
which we and foreign competitors sell our products in the same
market;

o failure to develop our products or delay in development of our
products; and

o timely completion of studies and approvals by the FDA and
other regulatory agencies.

Additional information on factors that may affect the business and
financial results can be found in our filings with the SEC. All forward-looking
statements should be considered in light of these risks and uncertainties. We
assume no responsibility to update forward-looking statements made in this
prospectus.

WHERE YOU CAN FIND MORE INFORMATION

Federal securities law requires us to file information with the
Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at

o 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549

o Seven World Trade Center, 13th Floor, New York, New York 10048

o Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661

Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov. Copies of these reports, proxy
statements and other information also can be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, NY 10006-1881.

We have filed with the SEC a registration statement on Form S-3 under
the Securities Act, with respect to the securities that we are offering under
this prospectus supplement. This prospectus supplement, which is a part of that
registration statement, does not include all the information contained in the
registration statement and its exhibits. For further information with respect to
Columbia and the securities, you should consult the registration statement and
its exhibits. Statements contained in this prospectus supplement concerning the
provisions of any documents are summaries of those documents, and we refer you
to the document filed with the SEC for more information. The registration
statement and any of its amendments, including exhibits filed as a part of the
registration statement or an amendment to the registration statement, are
available for inspection and copying as described above.

The SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
prospectus supplement and the accompanying prospectus. Information that we file
later with the SEC will automatically update and supersede this information.
Further, all filings we make under the Securities Exchange Act prior to the
termination of the offering shall be deemed to be incorporated by reference into
this prospectus supplement and the accompanying prospectus.

The following documents filed by Columbia with the SEC and any future filings
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (File No. 1-10352 )
made prior to the termination of this offering are incorporated by reference:

o our Quarterly Reports on Form 10-Q for quarters ended March
31, 2000, June 30, 2000 and September 30, 2000.

You can request a free copy of the above filings or any filings
subsequently incorporated by reference into this prospectus supplement and the
accompanying prospectus by writing or calling us at:

Columbia Laboratories, Inc.
100 North Village Avenue, Suite 32
Rockville Centre, New York 11570
Attention: David L. Weinberg, Chief Financial Officer
Telephone: (516) 766-2847

USE OF PROCEEDS

We will use the net proceeds from the sale of the securities offered by
this prospectus supplement for our general corporate purposes, which may include
working capital, funding our operating losses, capital expenditures and
operating expenses. Pending application for specific purposes, the net proceeds
of any sale of the securities offered by this prospectus supplement may be
invested in short-term investments and marketable securities.

DESCRIPTION OF CAPITAL STOCK

GENERAL

We are authorized to issue 100,000,000 shares of common stock, par
value $.01 per share and 1,000,000 shares of preferred stock, par value $.01 per
share, of which 151,000 shares have been designated Series A Preferred Stock,
150,000 shares have been designated Series B Preferred Stock and 6,600 shares
have been designated Series C Preferred Stock. As of February 6, 2001, there
were no shares of Series A Preferred Stock outstanding. As of February 6, 2001,
there were 30,783,794 shares of common stock, 1,630 shares of Series B Preferred
Stock and 4,050 shares of Series C Preferred Stock were outstanding, and there
were 400, 2 and 14 holders of record of common stock, Series B and Series C
Preferred Stock, respectively. We have been informed that there are
approximately 9,500 beneficial owners of our common stock.

We are currently subject to the provisions of Section 203 of the
Delaware General Corporation Law regulating corporate takeovers. Section 203
prevents certain Delaware corporations from engaging, under certain
circumstances, in a "business combination," which includes a merger or sale of
more than 10% of the corporation's assets, with any interested stockholder for
three years following the date that the stockholder became an interested
stockholder. An interested stockholder is a stockholder who acquired 15% or more
of the corporation's outstanding voting stock without the prior approval of the
corporation's board of directors.

The following summaries of certain provisions of our common stock and
preferred stock do not purport to be complete and are subject to, and are
qualified in their entirety by, the provisions of our restated certificate of
incorporation and amended and restated bylaws, which are incorporated by
reference into the registration statement of which this prospectus supplement is
a part.

COMMON STOCK

With the exception of certain circumstances, holders of the Series B
Preferred Stock and common stock vote together as a single class on all matters
upon which stockholders are entitled to vote. Series C Preferred Stock has no
voting rights. The holders of common stock are entitled to one vote for each
share of such stock held of record by them and may not accumulate votes. This
means that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors if they choose to do so; and, in such
event, the holders of the remaining shares will not be able to elect any person
to the board of directors. The holders of common stock are entitled to receive
dividends when, as and if declared by the board of directors out of funds
legally available therefor, subject to prior rights of preferred stockholders,
and in the event of liquidation, dissolution or winding up of the company, to
share ratably in all assets remaining after payment of liabilities and after
payment of any preferential amounts to which holders of preferred stock are
entitled. Holders of shares of common stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption or sinking
fund provisions applicable to the common stock.

DIVIDENDS

We have never paid a cash dividend on our common stock and do not
anticipate paying cash dividends in the foreseeable future. We intend to retain
any earnings for use in the development and expansion of our business.

FUTURE SALES OF COMMON STOCK

Approximately 2,500,000 shares of common stock outstanding are
"restricted securities" as that term is defined in Rule 144 under the Securities
Act and may be sold only in compliance with that rule, pursuant to registration
under the Securities Act or pursuant to an exemption from registration.
Generally, under Rule 144, each person holding restricted securities for a
period of two years may, every three months after such two-year holding period,
sell in ordinary brokerage transactions or to market makers an amount of shares
equal to the greater of one percent of the particular company's then outstanding
common stock or the average weekly trading volume during the four weeks prior to
the proposed sale. This limitation on the amount of shares which may be sold
under the rule does not apply to restricted securities sold for the account of a
person who is not and has not been an affiliate of Columbia during the three
months prior to the proposed sale and who has beneficially owned the securities
for at least three years. In addition, the shares of common stock underlying the
shares of Series B and Series C Preferred Stock have been registered under the
Securities Act and, accordingly, when issued, will not be restricted securities.
Sales of substantial amounts of common stock in the public market under Rule
144, pursuant to registration statements, or otherwise, could adversely affect
prevailing market prices of our common stock.

TRANSFER AGENT

The transfer agent and registrar for our common stock is First Union
National Bank.

WARRANTS

The statements under this caption are summaries that do not purport to
be complete. They are qualified by reference to the various warrant instruments,
which have been filed with the SEC.

As of February 6, 2001, we had warrants outstanding for the purchase of
up to 536,478 shares of common stock at prices ranging from $3.50 to $10.78 per
share. These warrants are exercisable through the year 2005. The exercise price
of the warrants and the number of shares of common stock issuable upon the
exercise of the warrants are subject to adjustment in certain circumstances.
Warrants may be exercised at any time during their exercise periods by
surrendering to Columbia the certificate evidencing those warrants, with the
form to exercise all or a portion of those warrants duly filled in and signed,
together with payment of the exercise price.

PREFERRED STOCK

The board of directors is authorized to issue shares of preferred stock
and, subject to the limitations contained in the restated certificate of

incorporation and any limitations prescribed by law, to establish and designate
series and to fix the number of shares and the relative rights, conversion
rights, voting rights, terms of redemption and liquidation preferences. If
shares of preferred stock with voting rights are issued, such issuance could
affect the voting rights of the holders of our common stock by increasing the
number of outstanding shares having voting rights. In addition, if the board of
directors authorizes the issuance of shares of preferred stock with conversion
rights, the number of shares of common stock outstanding could potentially be
increased up to the authorized amount. The issuance of preferred stock, could,
under certain circumstances, have the effect of delaying or preventing a change
in control of the company and may adversely affect the rights of holders of
common stock. Also, preferred stock could have preferences with respect to
dividend and liquidation rights.

We issued 150,000 shares of Series B Preferred Stock in connection with
our private placement completed in August 1991 and 6,600 shares of Series C
Preferred Stock in connection with our private placement completed in January
1999. The following description of the rights, preferences and privileges of the
Series B and Series C Preferred Stock does not purport to be complete and is
subject to and qualified in its entirety by reference to the certificates of
designation to our restated certificate of incorporation, which set forth the
terms and provisions of the Series B and Series C Preferred Stock, copies of
which have been previously filed with the SEC.

DIVIDENDS

We do not presently intend to declare dividends with respect to the
Series B Preferred Stock. In the event the board of directors elects to declare
any cash dividends on the common stock, the board must also declare a cash
dividend on the Series B Preferred Stock in an amount equal to the common
equivalent per share dividend declared on the common stock. Dividends will be
cumulative from the payment date of any such declaration, whether or not there
are funds legally available for the payment of those dividends. Accumulations of
dividends on shares of Series B Preferred Stock will not bear interest.

The Series C Preferred Stock pays cumulative dividends at a rate of 5%
per annum payable quarterly. As of February 6, 2001, dividends of $20,200 have
been earned but have not been declared. Upon conversion of any shares of Series
C Preferred Stock, we are obligated to issue additional shares of common stock
having a market value equal to accrued but unpaid dividends on the Series C
Preferred Stock at the time of conversion. The issuance of any such shares of
common stock is subject to applicable provisions of the Delaware General
Corporation Law.

CONVERSION RIGHTS

Holders of Series B and Series C Preferred Stock are entitled to
convert their shares of preferred stock into shares of common stock at any time.
As of February 6, 2001, each share of Series B Preferred Stock is convertible
into 20.57 shares of common stock and each share of Series C Preferred Stock is
convertible into 285.71 shares of common stock.

The conversion rates are subject to adjustment in certain
circumstances. If we declare a dividend on our common stock payable in common
stock or payable in securities convertible into common stock, or if we

subdivide, combine, or reclassify our outstanding shares of common stock, then
the conversion rates will be adjusted so that each holder of Series B and Series
C Preferred Stock will be entitled to receive on conversion of his shares that
number of shares of common stock he would have held after the dividend,
subdivision, combination, or reclassification if he had converted his shares of
Series B and Series C Preferred Stock immediately prior to the record date or
effective date thereof, and, in the case of a dividend payable in securities
convertible into common stock, after he had converted all those securities into
common stock.

The Series B Preferred Stock will be automatically converted into
common stock upon the first to occur of the following events: (1) the completion
of at least a $10 million public offering with an offering price of at least $10
per share or (2) the date on which the closing price of the common stock on a
national exchange is at least $61.71 per share for a minimum of 20 consecutive
trading days where the average daily volume during such period is at least
30,000 shares.

REDEMPTION RIGHTS

At any time, we have the right to redeem all or part of the shares of
Series C Preferred Stock at a redemption price determined by several factors
including the total number of shares of Series C Preferred Stock to be redeemed
and the current market price of our common stock.

We do not have the option to redeem shares of Series B Preferred Stock.

VOTING RIGHTS

Holders of Series B Preferred Stock are each entitled to one vote for
each share of common stock into which the shares of Series B Preferred Stock are
convertible. With the exception of certain circumstances, holders Series B
Preferred Stock and common stock vote together as a single class on all matters
upon which stockholders are entitled to vote. Holders of Series B Preferred
Stock have the right, voting as a separate class, to approve the creation of any
series of stock senior to the Series B Preferred Stock as to liquidation.

Holders of Series C Preferred Stock have no voting power other than as
required by the Delaware General Corporation Law.

LIQUIDATION RIGHTS

In the event of any voluntary or involuntary liquidation, dissolution
or winding up of Columbia, holders of Series B Preferred Stock will be entitled
to receive out of the assets of Columbia available for distribution to its
stockholders, before any distribution is made to holders of its common stock,
liquidating distributions in an amount equal to $100 per share plus an amount in
cash equal to all accrued but unpaid dividends. Holders of Series C Preferred
Stock will be entitled to receive $1,000 per share plus an amount in cash equal
to all accrued but unpaid dividends. After payment of the full amount of the
liquidating distributions to the holders of the Series B and Series C Preferred

Stock, holders of Columbia's common stock will be entitled to any further
distribution of Columbia's assets. If the assets of Columbia are insufficient to
pay the full amounts of the liquidating distributions on the Series B and Series
C Preferred Stock, then all available assets of Columbia will be distributed
ratably to the holders of the Series B and Series C Preferred Stock in
proportion to the ratio of liquidation preferences.

PLAN OF DISTRIBUTION

We are offering up to $20,000,000 of our common stock directly to Acqua
Wellington North American Equities Fund, Ltd., which we refer to as "Acqua
Wellington", pursuant to this prospectus supplement.

We will enter into a common stock purchase agreement with Acqua
Wellington pursuant to which Acqua Wellington is committed to purchase up to
$20.0 million of our common stock over the term of the stock purchase agreement.
Under the stock purchase agreement, we may, from time to time and at our sole
discretion, present Acqua Wellington with draw down requests to sell shares of
our common stock in an amount up to $1.0 million if the minimum price at which
we will sell our shares or the threshold price per share of our common stock set
forth in such draw down request is within a certain range, with increases of
additional $250,000 if the threshold price increases by a certain amount. Under
the stock purchase agreement, we are able to present Acqua Wellington with up to
20 draw down notices during the term of the agreement, with a minimum of five
trading days required between each draw down period.

Once presented with a draw down notice, Acqua Wellington is required to
purchase a pro-rata portion of the shares on each trading day during the trading
period on which the daily volume weighted average price for our common stock
equals or exceeds the threshold price determined by us and set forth in the draw
down notice. The per share purchase price for these shares equals the daily
volume weighted average price of our common stock on each date during the draw
down period on which shares are purchased, less a discount ranging from 5% to
7%, based on the threshold price. If the daily volume weighted average price for
our common stock falls below the threshold price on any trading day during a
draw down period, the stock purchase agreement provides that Acqua Wellington
will not be required to purchase the pro-rata portion of shares of our common
stock allocated to that day. However, at its election, Acqua Wellington may
purchase the pro-rata portion of shares allocated to that day at the threshold
price less the discount described above.

In addition, from time to time and at our sole discretion, we may grant
Acqua Wellington a call option to purchase additional shares of our common stock
in an amount worth up to the applicable draw down amount being sold by us in
such draw down period. Upon Acqua Wellington's exercise of the call option, we
will issue and sell the shares of our common stock subject to the call option at
a price equal to the greater of the daily volume weighted average price of our
common stock on the day Acqua Wellington notifies us of its election to exercise
its call option or the threshold price of our common stock, less a discount
ranging from 5% to 7% based on the threshold price.

Acqua Wellington and its pledgees, donees, transferees and other
subsequent owners, may offer their shares at various times in one or more of the
following transactions:

- on the American Stock Exchange

- in the over-the-counter market; or

- in privately negotiated transactions

at prevailing market prices at the time of sale, at prices related to
those prevailing market prices, at negotiated prices or at fixed
prices.

Acqua Wellington may also sell its shares under Rule 144 instead of
under this prospectus, if Rule 144 is available for those sales.

The transactions in the shares may be effected by one or more of the
following methods:

- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;

- purchases by a broker or dealer as principal, and the resale
by that broker or dealer for its account under this prospectus
supplement, including resale to another broker or dealer;

- block trades in which the broker or dealer will attempt to
sell the shares as agent but may position and resell a portion
of the block as principal in order to facilitate the
transaction; or

- negotiated transactions between selling stockholders and
purchasers without a broker or dealer.

Acqua Wellington is an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in connection with its sale of the
shares of our common stock purchased under the stock purchase agreement
with us. Broker-dealers or other persons acting on behalf of parties
that participate in the distribution of the shares may also be deemed
to be underwriters. Any commissions or profits they receive on the
resale of the shares may be deemed to be underwriting discounts and
commissions under the Securities Act. During the time Acqua Wellington
may be engaged in distributing shares covered by this prospectus
supplement or any other prospectus supplement, Acqua Wellington will
comply with the requirements of the Securities Act and Rule 10b-5 and
Regulation M under the Exchange Act. Under those rules and regulations,
they:

- may not engage in any stabilization activity in connection
with our securities;

- must furnish each broker which offers shares of our common
stock covered by this prospectus supplement with the number of
copies of this prospectus supplement which are required by
each broker, and

- may not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities other
than as permitted under the Exchange Act.

These restrictions may affect the marketability of the shares.

Acqua Wellington has the right to sell the shares of our common stock
purchased under the stock purchase agreement. Acqua Wellington has
agreed that prior to and during the period of 24 months from the date

of execution of the stock purchase agreement, neither Acqua Wellington
nor any of its affiliates nor any entity managed by Acqua Wellington
will ever sell any shares of our common stock other than what Acqua
Wellington has accumulated under the terms of the stock purchase
agreement or in any accounts directly or indirectly managed by Acqua
Wellington or any affiliate of Acqua Wellington or any entity managed
by Acqua Wellington.

In the stock purchase agreement with Acqua Wellington, we will
agree to indemnify and hold harmless Acqua Wellington and each person
who controls Acqua Wellington against certain liabilities, including
liabilities under the Securities Act, which may be based upon, among
other things, any untrue statement or alleged untrue statement of a
material fact or any omission or alleged omission of a material fact
contained in the Registration Statement or prospectus supplement,
unless made or omitted in reliance upon written information provided to
us by Acqua Wellington for use in the Registration Statement. We will
bear the expenses incident to the registration of the shares of our
common stock. These expenses are estimated to be $100,000.

LEGAL MATTERS

The validity of the shares of common stock to be offered hereunder will
be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.

EXPERTS

The consolidated financial statements of Columbia as of December 31, 1998 and
December 31, 1999 and for the years ended December 31, 1998 and December 31,
1999 and the related schedules included in Columbia's Annual Reports on Form
10-K for the fiscal years ended December 31, 1998 and December 31, 1999, and
incorporated by reference in the prospectus supplement, accompanying prospectus
and elsewhere in the Registration Statement and the Post-Effective Amendment,
have been audited by Goldstein Golub Kessler LLP, independent public
accountants. The reports of Goldstein Golub Kessler LLP on the consolidated
financial statements and the related schedule are incorporated by reference in
this document in reliance upon the authority of Goldstein Golub Kessler LLP as
experts in giving these reports.

The consolidated financial statements of Columbia for the period ended
December 31, 1997 and the related schedule included in Columbia's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 and incorporated by
reference in this Registration Statement, have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said reports.

$20,000,000

COLUMBIA LABORATORIES, INC.

Common Stock

----------

PROSPECTUS SUPPLEMENT

----------

February 6, 2001

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

1.1 Common Stock Purchase Agreement by and between Columbia and
Acqua Wellington North American Equities Fund, Ltd., dated as
of February 6, 2001.**

3.1 Restated Certificate of Incorporation, as amended (filed as
Exhibit 3.1 to Columbia's Registration Statement on Form S-18
(File No. 33-22062).*

3.2 Certificate of Amendment of Restated Certificate of
Incorporation, as filed with the Delaware Secretary of State
on May 31, 2000 (flied as Exhibit 3.2 to Columbia's
Registration Statement.*

3.3 Amended and Restated By-Laws (filed as Exhibit 3.2 to
Columbia's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998-10-K")).*

4.1 Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock of Columbia, dated as of August
8, 1989 (filed as Exhibit (i) to Columbia's Current Report on
Form 8-K dated August 14, 1989).*

4.2 Certificate of Designations, Preferences and Rights of Series
B Convertible Preferred Stock of Columbia, dated as of August
12, 1991 (filed as Exhibit 4.4 to Columbia's Current Report on
Form 8-K dated August 22, 1991).*

4.3 Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock of Columbia, dated as of January
7, 1999 (filed as Exhibit 4.1 to the 1998-10-K).*

4.4 Securities Purchase Agreement, dated as of January 7, 1999,
between Columbia and each of the purchasers named on the
signature pages thereto (filed as Exhibit 4.2 to the 1998
10-K).*

4.5 Securities Purchase Agreement, dated as of January 19, 1999,
among Columbia, David M. Knott and Knott Partners, L.P. (filed
as Exhibit 4.3 to the 1998 10-K).*

4.6 Securities Purchase Agreement, dated as of February 1, 1999,
between Columbia and Windsor Partners, L.P. (filed as Exhibit
4.4 to the 1998 10-K).*

4.7 Registration Rights Agreement, dated as of January 7, 1999,
between Columbia and each of the purchasers named on the
signature pages thereto (filed as Exhibit 4.5 to the 1998
10-K).*

4.8 Form of Warrant to Purchase Common Stock, dated as of January
7, 1999 (filed as Exhibit 4.6 to the 1998 10-K).*

4.9 Warrant to Purchase Common Stock, dated as of September 23,
1999, issued to James J. Apostolakis (filed as Exhibit 4.7 to
Columbia's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999-10-K)).*

4.10 Warrant Agreement, dated as of October 25, 1999, between
Columbia and Ryan, Beck & Co., Inc. (filed as Exhibit 4.10 to
Columbia's Registration Statement on Form S-3 (File No.
333-37976).*

4.11 Warrant Certificate, dated as of October 25, 1999, issued to
Ryan Beck & Co., Inc. (filed as Exhibit 4.11 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*

4.12 Warrant Certificate, dated as of October 25, 1999, issued to
Randy F. Rock (filed as Exhibit 4.12 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*

4.13 Warrant Certificate, dated as of October 25, 1999, issued to
Michael J. Kollender (filed as Exhibit 4.13 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*

4.14 Warrant Certificate, dated as of October 25, 1999, issued to
Sharon diStefano (filed as Exhibit 4.14 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*

4.15 Warrant Agreement, dated as of May 6, 2000, between Columbia
and Ryan, Beck & Co., Inc. (filed as Exhibit 4.15 to
Columbia's Registration Statement on Form S-3 (File No.
333-37976).*

4.16 Warrant Certificate, dated as of May 6, 2000, issued to Ryan
Beck & Co., Inc. (filed as Exhibit 4.16 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*

4.17 Warrant Certificate, dated as of May 6, 2000, issued to Randy
F. Rock (filed as Exhibit 4.17 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*

4.18 Warrant Certificate, dated as of May 6, 2000, issued to
Michael J. Kollender (filed as Exhibit 4.18 to Columbia's
Registration Statement on Form S-3 (File No. 333-37976).*

4.19 Warrant Certificate, dated as of May 6, 2000, issued to Sharon
diStefano (filed as Exhibit 4.19 to Columbia's Registration
Statement on Form S-3 (File No. 333-37976).*

4.20 Convertible Note Purchase Agreement, 7 1/8% Convertible
Subordinated Note due March 15, 2005 and Registration Rights
Agreement, each dated as of March 16, 1998, between the
Company and SBC Warburg Dillon Read Inc. (filed as Exhibit
10.12 to Columbia's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).*

5 Opinion of Weil, Gotshal & Manges LLP. (filed as Exhibit 5 to
the Amendment No. 1 to the Registration Statement).*

10 Settlement Agreement and Release, dated as of March 16, 2000,
between Columbia Laboratories (Bermuda) Ltd. and Lake Consumer
Products, Inc. (filed as Exhibit 10.21 to the 1999 10-K).*

23.1 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5
to the Amendment No. 1 to the Registration Statement).*

23.2 Consent of Arthur Andersen LLP.**

23.3 Consent of Goldstein Golub Kessler LLP.**

24 Power of Attorney (included on the signature page of the
Registration Statement)*

- --------------

* Incorporated by reference.
** Filed herewith.
I

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Rockville Centre, New York, on this 6th day of February,
2001.

COLUMBIA LABORATORIES, INC.

By: /s/ David L. Weinberg
------------------------
David L. Weinberg
Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

Signature Title Date
- --------- ----- ----

* Chairman of the Board of Directors and February 6, 2001
- -------------------------------------------- Chief Executive Officer
William J. Bologna (Principal Executive Officer)

* Vice Chairman of the Board of February 6, 2001
- -------------------------------------------- Directors and President
James J. Apostolakis

/s/ David L. Weinberg Vice President-Finance and February 6, 2001
- -------------------------------------------- Administration, Chief Financial
David L. Weinberg Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)

* Vice President-Pharmaceutical February 6, 2001
- -------------------------------------------- Development and Director
Dominique de Ziegler

* Director February 6, 2001
- --------------------------------------------
Jean Carvais

* Director February 6, 2001
- --------------------------------------------
Norman M. Meier

* Director February 6, 2001
- --------------------------------------------
Denis M. O'Donnell

* Director February 6, 2001
- --------------------------------------------
Selwyn P. Oskowitz

* Director February 6, 2001
- --------------------------------------------
Robert C. Strauss

* /s/ David L. Weinberg
- -----------------------
By: David L. Weinberg
Title: Attorney-in-Fact

EXHIBIT INDEX