**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C.**
 
 **FORM
10-K/A**
 **Amendment
No. 1**
  [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 **For
the fiscal year ended December 31, 2004**
 
 OR
 
 [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
 For the
transition period from _______________ to______________
 
 **Commission
File number 1-10352**
 
 **COLUMBIA
LABORATORIES, INC.**
 (Exact
name of Registrant as specified in its charter)
 
 **Delaware**
    **59-2758596**(State or other jurisdiction of
      incorporation or organization)
    (I.R.S.
      EmployerIdentification No.)**354 Eisenhower Parkway****Livingston, New
      Jersey**
    **07039**(Address of principal executive offices)
    (Zip Code)
  Registrant's
telephone number, including area code: **(973)
994-3999**
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 **Common Stock, $.01 par
      value**
    **Nasdaq National
      Market**(Title of each
class)
    (Name
      of exchange on which registered)
  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
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
  Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act) Yes [X] No [ ]
 
 The
aggregate market value of Common Stock held by non-affiliates of the registrant
on June 30, 2004, the last business day of the registrant’s most recently
completed second fiscal quarter, based on the closing price on that date of
$3.46, was $105.7 million.
 
 Number of
shares of Common Stock of Columbia Laboratories, Inc. issued and outstanding as
of March 4, 2005: 41,751,934 **.**
 ****
 1
 ****
 **Documents
Incorporated By Reference**
 
 Portions
of the Columbia Laboratories, Inc. (“Columbia” or the “Company”) Proxy Statement
for the 2005 Annual Meeting of Shareholders (the “Proxy Statement”) are
incorporated by reference into Part III of this Form 10-K. We filed our Proxy
Statement with the United States Securities and Exchange Commission (“SEC”) on
April 15, 2005, and mailed it to shareholders on April 21, 2005.
 
 **EXPLANATORY
NOTE**
 
 Columbia
Laboratories, Inc., is filing this Amendment No. 1 to Form 10-K for the year
ended December 31, 2004, filed with the SEC on March 16, 2005 (the “Original
Filing”) in accordance with an exemptive order issued by the SEC (SEC Release
No. 34-50754), to amend Item 9A to, among other things:
 
 •  include
Management’s Annual Report on Internal Control Over Financial Reporting,
and
 
 •  include
an Attestation Report of Independent Registered Public Accounting Firm relating
to our internal control over financial reporting.
 
 As a
result of these amendments, (1) new certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002 are being filed and (2) a Consent
of Independent Registered Public Accounting Firm covering the Attestation Report
referred to above is being filed.
 
 Except
for the amendments described above, this Form 10-K/A does not modify or update
other disclosures in, or exhibits to, the Original Filing.
  2
  **Item
9A. Controls and Procedures**
 
 
 **Evaluation
of Disclosure Controls and Procedures**
 
 The
Company maintains disclosure controls and procedures designed to ensure that the
information the Company must disclose in its filings with the SEC is recorded,
processed, summarized, and reported on a timely basis. The Company’s management,
under the supervision and with the participation of the Chief Executive Officer
and the Chief Financial Officer, evaluated the effectiveness of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of December 31, 2004.
Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of December 31, 2004, the Company’s disclosure
controls and procedures were not effective due to the material weaknesses noted
below.
 
 **Management’s
Annual Report on Internal Control Over Financial Reporting**
 
 The
Company’s management is responsible for establishing and maintaining an adequate
system of internal control over financial reporting. Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
 
 Because
of its inherent limitations, a system of internal control over financial
reporting can provide only reasonable assurance and may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Further, because of changes in conditions,
effectiveness of internal control over financial reporting may vary over time.
 
 A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. A significant deficiency ** is a
control deficiency, or combination of control deficiencies, that adversely
affects the company's ability to initiate, authorize, record, process, or report
external financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial statements that is
more than inconsequential will not be prevented or detected.
 
 Management
of the Company conducted an evaluation of the effectiveness, as of December 31,
2004, of the Company’s internal control over financial reporting based on the
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that evaluation, management
identified a material weakness in the Company’s internal controls relating to
the financial statement close process. The Company is reliant on its chief
financial officer, who is solely responsible for the drafting and completing of
all financial reporting. The Company’s senior management reviews all financial
reporting, but they do not possess sufficient technical accounting and reporting
credentials to provide adequate oversight. In addition, there is a lack of
segregation of duties in the accounting department. This material weakness
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected, and
that therefore the Company’s internal control over financial reporting was not
effective as of December 31, 2004. Management also identified significant
deficiencies in the Company’s internal controls in that certain international
sales were being recorded without shipping confirmation, and, in the fourth
quarter of 2004, high levels of returns were received which caused management to
adjust the reserve for returns reflected in the Company’s 2004 financial
statements. Management has concluded that these significant deficiencies, in
combination, amount to a material weakness, in that they result in more than a
remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected, and that therefore the
Company’s internal control over financial reporting was not effective as of
December 31, 2004.
 
 3
 
 Goldstein
Golub Kessler LLP, an independent registered public accounting firm, has issued
an attestation report on management’s assessment of the Company’s internal
control over financial reporting (see Report of Independent Registered Public
Accounting Firm below).
 
 **Changes
in Internal Control Over Financial Reporting**
 
 There
were no significant changes in the Company’s internal controls over financial
reporting that occurred during the quarter ended December 31, 2004, that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
 
 **Remediation
Plan**
 
 The
material weaknesses, noted in Management’s Annual Report on Internal Control
Over Financial Reporting above, are being remediated in 2005. The Company
is planning to acquire additional technical accounting expertise through
additional training, the hiring of another competent employee, or through the
engagement of a qualified consultant. With respect to the significant
deficiencies relating to the recording of certain international sales and
estimating returns, the Company has implemented changes in business processes
which management believes remediate these deficiencies.
 
 **Report
of Independent Registered Public Accounting Firm**
 
 The Board
of Directors and Stockholders of Columbia Laboratories, Inc.
 
 We have
audited management's assessment, included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting, that Columbia
Laboratories, Inc. (the “Company”) did not maintain effective internal control
over financial reporting as of December 31, 2004, because of the effect of the
material weaknesses identified in management’s assessment, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company’s
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the company's
internal control over financial reporting based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
 
 A
company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial
statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 4
 A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses have been identified and included
in management's assessment. As of December 31, 2004 management concluded that
the Company did not maintain effective internal control over (i) sales and sales
returns and (ii) the financial statement close process. These material
weaknesses were considered in determining the nature, timing, and extent of
audit tests applied in our audit of the 2004 financial statements, and this
report does not affect our report dated February 14, 2005 on those financial
statements.
 
 In our
opinion, management's assessment that the Company did not maintain effective
internal control over financial reporting as of December 31, 2004, is fairly
stated, in all material respects, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Also, in our opinion, because of the effect
of the material weakness described above on the achievement of the objectives of
the control criteria, the Company has not maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
 
 We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Columbia
Laboratories, Inc. as of December 31, 2004 and 2003 and the related consolidated
statements of operations, comprehensive operations, stockholders’ equity
(deficiency) and cash flows for each of the three years in the period ended
December 31, 2004 of Columbia Laboratories, Inc. and our report dated February
14, 2005 expressed an unqualified opinion on these financial
statements.
 
 GOLDSTEIN
GOLUB KESSLER LLP
 New York,
New York
 April 26,
2005
 
 **Item
15. Exhibits and Financial Statement Schedules**
 
 **(a)(1)(2)
Financial Statements and Financial Statement Schedules**
 
 Indexes
to financial statements and financial statement schedules appear on F-1 and
F-26, respectively.
 
 **(b)
Exhibits**
 
 3.1
    --
    Restated
      Certificate of Incorporation of the Company, as amended1/
 3.2
    --
    Amended
      and Restated By-laws of Company10/
 4.1
    --
    Certificate
      of Designations, Preferences and Rights of Series C Convertible Preferred
      Stock of the Company, dated as of January 7, 199910/
 4.2
    --
    Securities
      Purchase Agreement, dated as of January 7, 1999, between the Company and
      each of the purchasers named on the signature pages thereto10/
 4.3
    --
    Securities
      Purchase Agreement, dated as of January 19, 1999, among the Company, David
      M. Knott and Knott Partners, L.P.10/
 4.4
    --
    Securities
      Purchase Agreement, dated as of February 1, 1999, between the Company and
      Windsor Partners, L.P.10/
 4.5
    --
    Registration
      Rights Agreement, dated as of January 7, 1999, between the Company and
      each of the purchasers named on the signature pages thereto10/
 4.6
    --
    Form
      of Warrant to Purchase Common Stock10/
 4.7
    --
    Warrant
      to Purchase Common Stock granted to James J. Apostolakis on September 23,
      1999
 10.1
    --
    Employment
      Agreement dated as of January 1, 1996, between the Company and Norman M.
      Meier6/*
 10.2
    --
    Employment
      Agreement dated as of January 1, 1996, between the Company and William J.
      Bologna6/*
 10.3
    --
    1988
      Stock Option Plan, as amended, of the Company4/
 10.4
    --
    1996
      Long-term Performance Plan, as amended, of the Company7/
 10.5
    --
    License
      and Supply Agreement between Warner-Lambert Company and the Company dated
      December 5, 19913/
 10.6
    --
    Asset
      Purchase, License and Option Agreement, dated November 22,
      19891/
 5
  10.7
    --
    Employment
      Agreement dated as of April 15, 1997, between the Company and Nicholas A.
      Buoniconti8/*
 10.8
    --
    License
      and Supply Agreement for Crinone between Columbia Laboratories, Inc.
      (Bermuda) Ltd. and American Home Products dated as of May 21,
      19955/
 10.9
    --
    Addendum
      to Employment Agreement dated as of September 1, 1997, between the Company
      and Norman M. Meier8/*
 10.10
    --
    Addendum
      to Employment Agreement dated as of September 1, 1997, between the Company
      and
 William
      J. Bologna8/*
 10.11
    --
    Addendum
      to Employment Agreement dated as of September 1, 1997, between the Company
      and
 Nicholas
      A. Buoniconti8/*
 10.12
    --
    Convertible
      Note Purchase Agreement, 7 1/8% Convertible Subordinated Note due March
      15, 2005 and Registration Rights Agreement all dated as of March 16, 1998
      between the Company and SBC Warburg Dillon Read Inc.9/
 10.13
    --
    Termination
      Agreement dated as of April 1, 1998 between the Company and the
      Warner-Lambert Company9/
 10.14
    --
    Addendum
      to Employment Agreement dated as of October 8, 1998, between the Company
      and Nicholas A. Buoniconti.10/*
 10.15
    --
    Agreement
      dated as of December 14, 1998, by and among Columbia Laboratories, Inc.,
      William J. Bologna, Norman M. Meier, James J. Apostolakis, David Ray,
      Bernard Marden, Anthony R. Campbell, David M. Knott and Knott Partners,
      L.P.10/
 10.16A
    --
    License and Supply Agreement by an between the Company
      and Mipharm S.p.A. dated March 5, 199911/
 10.16B
    --
    License
      and Supply Agreement for Crinone between Columbia Laboratories (Bermuda)
      Limited and Ares Trading S.A. dated as of May 20, 199912/
 10.17
    --
    Addendum
      to Employment Agreement dated as of January 1, 2000 between the Company
      and Norman M. Meier12/*
 10.18
    --
    Addendum
      to Employment Agreement dated as of January 1, 2000 between the Company
      and William J. Bologna12/*
 10.19
    --
    Employment
      Agreement dated as of January 1, 2000 between the Company and James J.
      Apostolakis12/*
 10.20
    --
    Employment
      Agreement dated December 30, 1999 between the Company and Dominique de
      Ziegler12/*
 10.21
    --
    Settlement
      Agreement and Release dated as of March 16, 2000 between Columbia
      Laboratories (Bermuda) Ltd. and Lake Consumer Products, Inc.12/
 10.22
    --
    Replens
      Purchase and License Agreement dated April 18, 2000, between the Company
      and Lil’ Drug Store Products, Inc.13/
 10.23
    --
    License
      Agreement dated April 18, 2000, between the Company and Lil’ Drug Store
      Products, Inc.13/
 10.24
    --
    Distribution
      Agreement dated April 18, 2000, between the Company and Lil’ Drug Store
      Products, Inc.13/
 10.25
    --
    Stock
      Purchase Agreement, dated January 31, 2001, between the Company and
      Ridgeway Investment Limited14/
 10.26
    --
    Amended
      and Restated Common Stock Purchase Agreement by and between the Company
      and Acqua Wellington North American Equities Fund, Ltd., effective as of
      February 6, 2001.15/
 10.27
    --
    Employment
      Agreement dated March 16, 2001 between the Company and G. Frederick
      Wilkinson16/*
 10.28
    --
    Stock
      Purchase Agreement, dated May 10, 2001, between the Company and Ridgeway
      Investment Limited17/
 10.29
    --
    Stock
      Purchase Agreement, dated July 23, 2001, between the Company and Ridgeway
      Investment Limited18/
 10.30
    --
    Rights
      Agreement dated as of March 13, 2002, by and between Columbia
      Laboratories, Inc. and First Union National Bank, as Rights
      Agent19/
 6
  10.31†
    --
    Semi-Exclusive
      Supply Agreement dated May 7, 2002 between the Company and Mipharm
      S.p.A.20/
 10.32†
    --
    Amended
      and Restated License and Supply Agreement dated June 4, 2002 between the
      Company and Ares Trading S.A.20/
 10.33†
    --
    Marketing
      License Agreement dated June 4, 2002 between the Company and Ares Trading
      S.A. and Serono, Inc.20/
 10.34†
    --
    Master
      Services Agreement dated July 31, 2002 between the Company and Innovex
      LP20/
 10.35†
    --
    Stock
      Purchase Agreement dated July 31, 2002 By and Between Columbia
      Laboratories, Inc. and PharmaBio Development Inc.20/
 10.36†
    --
    Investment
      and Royalty Agreement dated July 31, 2002 between the Company and
      PharmaBio Development Inc.20/
 10.37†
    --
    License
      and Supply Agreement dated October 16, 2002 between the Company and Ardana
      Bioscience Limited21/
 10.38†
    --
    Development
      and License Agreement dated December 26, 2002 between the Company and
      Ardana Bioscience Limited21/
 10.39
    --
    Amendment
      No. 1 to the Amended and Restated Common Stock Purchase Agreement by and
      between the Company and Acqua Wellington North American Equities Fund,
      Ltd., effective as of January 31, 200321/
 10.40†
    --
    Investment
      and Royalty Agreement dated March 5, 2003 between the Company and
      PharmaBio Development Inc.21/
 10.41†
    --
    Sales
      Force Work Order #8872 pursuant to the Master Services Agreement having an
      Effective Date of July 31, 2002, between the Company and Innovex LP21/
 10.42
    --
    Separation
      and Consulting Agreement dated April 15, 2003 between the Company and
      William J. Bologna22/
 10.43†
    --
    License
      and Supply Agreement Dated May 27, 2003 between the Company and Mipharm
      S.p.A.23/
 10.44
    --
    Standstill
      Agreement dated December 1, 2003 between the Company and Perry
      Corp.24/
 10.45†
    --
    Amended
      and Restated Sales Force Work Order #8795 And Termination of Work Order
      #8872 pursuant to the Master Services Agreement having an effective date
      of January 26, 2004 between the Company and Innovex25/
 10.46
    --
    Form
      of Indemnification Agreement for Officers and Directors25/
 10.47
    --
    Form
      of Executive Change of Control Severance Agreement25/
 10.48
    --
    Employment
      Agreement dated as of March 16, 2004 between the Company and G. Frederick
      Wilkinson26/*
 10.49†
    --
    Asset
      Purchase Agreement Dated June 29, 2004, between the Company and Lil’ Drug
      Store Products, Inc.27/
 10.50†
    --
    Supply
      Agreement dated June 29, 2004, between the Company and Lil’ Drug Store
      Products, Inc.27/
 10.51†
    --
    Professional
      Promotion Agreement dated June 29, 2004, between the Company and Lil’ Drug
      Store Products, Inc.27/
 10.52
    --
    Letter
      Agreement and General Release of Claims, effective as of December 31,
      2004, between Columbia Laboratories, Inc. and James J.
      Apostolakis28/
 10.53
    --
    Employment
      Agreement dated as of February 25, 2005 between the Company and Robert S.
      Mills29/*
 10.54
    --
    Columbia
      Laboratories Inc. Incentive Plan, 200429/*
 14
    --
    Code
      of Ethics of the Company25/
 21
    --
    Subsidiaries
      of the Company30/
 23
    --
    Consent
      of Goldstein Golub Kessler LLP31/
 31.1
    --
    Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the
      Company31/
 31.2
    --
    Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the
      Company31/
 32.1
    --
    Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.31/
 32.2
    --
    Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.31/
 
 *
    
    Management
      contract or compensatory plan or arrangement required to be filed as an
      exhibit to this form pursuant to item 601 of Regulation
    S-K.
 
 †
    
    Confidential
      treatment has been requested with respect to certain portions of this
      exhibit. Omitted portions have been filed separately with the
    SEC.
 
 1/
    
    Incorporated
      by reference to the Registrant's Registration Statement on Form S-1 (File
      No. 33-31962) declared effective on May 14,
1990.
 
 2/
    
    Incorporated
      by reference to the Registrant's Annual Report on Form 10-K for the year
      ended December 31, 1990.
 
 3/
    
    Incorporated
      by reference to the Registrant's Current Report on Form 8-K, filed on
      January 2, 1992.
   7
 
 4/
    
    Incorporated
      by reference to the Registrant's Annual Report on Form 10-K for the year
      ended December 31, 1993.
 
 5/
    
    Incorporated
      by reference to the Registrant's Registration Statement on Form S-1 (File
      No. 33-60123) declared effective August 28, 1995.

6/
    
    Incorporated
      by reference to the Registrant's Annual Report on Form 10-K for the year
      ended December 31, 1995.
 
 7/
    
    Incorporated
      by reference to the Registrant's Proxy Statement dated May 10,
      2000.
 
 8/
    
    Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K for the year
      ended December 31, 1997.
 
 9/
    
    Incorporated
      by reference to the Registrant’s Quarterly Report on Form 10-Q for the
      quarter ended March 31, 1998.
 
 10/
    
    Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K for the year
      ended December 31, 1998.
 
 11/
    
    Incorporated
      by reference to the Registrant’s Quarterly Report on Form 10-Q for the
      quarter ended March 31, 1999.
 
 12/
    
    Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K for the year
      ended December 31, 1999
 
 13/
    
    Incorporated
      by reference to the Registrant’s Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2000.
 
 14/
    
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated January
      31, 2001.
 
 15/
    
    Incorporated
      by reference to the Registrant’s Registration Statement on Form S-3 (File
      No. 333-38230) declared effective May 7,
2001.
 
 16/
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated March
      16, 2001.
 
 17/
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated May 10,
      2001.
 
 18/
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated July
      23, 2001.
 
 19/
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated March
      12, 2002.
 
 20/
    Incorporated
      by reference to the registrant’s Quarterly Report on Form 10-Q dated
      August 14, 2002.
 
 21/
    
    Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K for the year
      ended December 31, 2002
 
 22/
    
    Incorporated
      by reference to the registrant’s Quarterly Report on Form 10-Q dated May
      14, 2003.
 
 23/
    
    Incorporated
      by reference to the registrant’s Quarterly Report on Form 10-Q dated
      August 14, 2003.
 
 24/
    
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated
      December 1, 2003.
 
 25/
    
    Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K for the year
      ended December 31, 2003.
 
 26/
    Incorporated
      by reference to the Registrant’s Quarterly Report on Form 10-Q dated May
      10, 2004.
   8
 
 27/
    Incorporated
      by reference to the Registrant’s Quarterly Report on Form 10-Q dated
      August 4, 2004.
 
 28/
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated January
      3, 2005.
 
 29/
    Incorporated
      by reference to the Registrant’s Current Report on Form 8-K, dated March
      1, 2005.
 
 30/
    
    Incorporated
      by reference to the Registrant’s Annual Report on Form 10-K for the year
      ended December 31, 2004,filed with the SEC on March 16, 2005.
 
 31/
    Filed
      herewith.
 
  9
  **SIGNATURES**
 
 
 Pursuant
to the requirements of Section 13 or 15(d) 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.
 
 COLUMBIA LABORATORIES,
      INC.Date: April 29 2005
    By:
    /s/ David L.
    WeinbergDavid L. WeinbergVice President-Finance, Chief
      Financial Officer and Treasurer
 
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