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                       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 22, 1999
                                                 -------------------------



                              CELLPRO, INCORPORATED
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                      (Exact name of registrant as specified in charter)




        DELAWARE                 0-19472                  94-3087971
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(State or other jurisdiction     (Commission             (IRS Employer
 of incorporation)               File Number)           Identification No.)




        22215 26TH AVENUE S.E., BOTHELL, WA                  98021
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     (Address of principal executive offices)               (Zip Code)




Registrant's telephone number, including area code          (425) 485-7644
                                                    ----------------------



                                       N/A
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         (Former name or former address, if changed since last report.)

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Item 3.  Bankruptcy or Receivership.

               Since October 28, 1998, CellPro, Incorporated ("CellPro") has
been operating as a debtor in possession under Chapter 11 of the United States
Bankruptcy Code, Case No. 98-13604 in the United States Bankruptcy Court for the
Western District of Washington, Judge Karen Overstreet presiding.


Item 5.  Other Events.

               On January 22, 1999, the Registrant filed unaudited financial
statement information as of and for each of the months ended December 31, 1998
and November 30, 1998 with related notes with the United States Bankruptcy
Court. Attached as an exhibit is the balance sheet information, statement of
operations information and related notes to financial information which was
included in the bankruptcy filing referred to above.


Item 7.  Financial Statements and Exhibits.

               c.)  Exhibits


                      99.1 Unaudited Balance Sheet Information and Unaudited
                           Statement of Operations Information as of and for
                           each of the months ended December 31, 1998 and
                           November 30, 1998 with related Notes to Financial
                           Statement Information.

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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 hereunto duly authorized.



                                    CellPro, Incorporated
                                    -------------------------------- 
                                         (Registrant)



Date:  January 27, 1999         /s/ Mark J. Handfelt
                                -------------------------------- 
                                      Name:  Mark J. Handfelt
                                      Title: Executive Vice President, General
                                             Counsel and Acting Chief Operating
                                             Officer