SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                   FORM 10-Q/A


                         (AMENDMENT NO. 1 TO FORM 10-Q)

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2001
                             Commission File Number
                                     0-28308

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

        Delaware                                              52-1758016
----------------------------                       -----------------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification No.)


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


                                 (215) 579-7388
                             ---------------------
                         (Registrant's Telephone Number,
                              Including Area Code)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

            Yes:   X                                        No:
                ------                                          ------

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common  stock as of October 15, 2001:

               Class                                    Number of Shares
     ----------------------------                       ----------------
     Common Stock, $.01 par value                         10,999,573


<PAGE>

                                EXPLANATORY NOTE


     The  Registrant  hereby  amends  Exhibit 10.1 and Exhibit  10.2,  for which
confidential  treatment was sought, of its Quarterly Report on Form 10-Q for the
quarter  ended  September  30,  2001  which was filed  with the  Securities  and
Exchange Commission on November 14, 2001.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits

          * 10.1 - License  Agreement dated as of August 24, 2001 by and between
          the Company and Atrix Laboratories, Inc.

          * 10.2 - Stock Purchase Agreement dated August 24, 2001 by and between
          the Company and Atrix Laboratories, Inc.

     (b)  Reports on Form 8-K.

          On July 20, 2001,  the Company filed a current report on Form 8-K with
          the  Securities  and  Exchange  Commission  relating to its  Dentaplex
          product  and the  related  governmental  regulation  with  respect  to
          dietary supplements.

          On October 18, 2001,  the Company  filed a current  report on Form 8-K
          with the Securities and Exchange Commission with respect to the filing
          of: (i) the Amended Certificate of Designation, Preferences and Rights
          of the Series D Cumulative  Convertible  Preferred Stock of CollaGenex
          Pharmaceuticals,  Inc.; (ii) Amendment No. 1 to the  Stockholders  and
          Registration  Rights  Agreement,  dated March 19,  1999,  by and among
          CollaGenex  Pharmaceuticals,  Inc., OCM Principal  Opportunities Fund,
          L.P. and the Purchasers set forth  therein;  (iii)  Amendment No. 2 to
          the Stockholders and Registration  Rights  Agreement,  dated March 19,
          1999, by and among  CollaGenex  Pharmaceuticals,  Inc.,  OCM Principal
          Opportunities  Fund,  L.P. and the Purchasers  set forth therein;  and
          (iv) Amendment No. 2 to the Shareholder  Protection  Rights Agreement,
          dated September 15, 1997, between CollaGenex Pharmaceuticals, Inc. and
          American Stock Transfer & Trust Company, as amended.


          *  Confidential  Treatment  has been  sought  for a  portion  of these
          exhibits.



                                       -2-
<PAGE>

                                   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.

                                     CollaGenex Pharmaceuticals, Inc.




Date: February 14, 2002             By: /s/Brian M. Gallagher
                                        -------------------------------------
                                        Brian M. Gallagher, Ph.D.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)




Date: February 14, 2002             By: /s/Nancy C. Broadbent
                                        -------------------------------------
                                        Nancy C. Broadbent
                                        Chief Financial Officer (Principal
                                        Financial and Accounting Officer)