**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.**


**FORM
      10-K/A**





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





**For
      the fiscal year ended December 31, 2006**





OR





o
            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.
                Employer Identification 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
                Global Market**(Title
                of each class)
            (Name
                of exchange on which registered)







Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No x.





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes o No x.





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 Noo





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. o








Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
                accelerated filer o
            Accelerated
                filer x
            Non-accelerated
                filer o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).





oYes 
xNo


The
      aggregate market value of Common Stock held by non-affiliates of the registrant
      on June 30, 2006, the last business day of the registrant’s most recently
      completed second fiscal quarter, based on the closing price on that date of
      $3.50, was $123.8 million.





Number
      of
      shares of Common Stock of Columbia Laboratories, Inc. issued and outstanding
      as
      of March 5, 2007 are 50,140,810.





**Documents
      Incorporated By Reference**




Portions
      of the Columbia Laboratories, Inc. (“Columbia” or the “Company”) Proxy Statement
      for the 2007 Annual Meeting of Shareholders (the “Proxy Statement”) are
      incorporated by reference into Part III of this Form 10-K. We expect to file
      our
      Proxy Statement with the United States Securities and Exchange Commission
      (“SEC”) and mail it to shareholders on or before April 9, 2007.





**EXPLANATORY
      NOTE**





Columbia
      Laboratories, Inc. is filing this Amendment No. 1 on Form 10-K/A to
      its Annual Report on Form 10-K filed with the Securities and Exchange
      Commission on March 16, 2007 solely for the purpose of adding the section
      entitled “Performance of Company Stock” to the end of Item 5 “Market for
      the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
      of Equity Securities,” which was inadvertently omitted from the original filing.
      Except as specifically indicated herein, no other information included in the
      Annual Report on Form 10-K for the year ended December 31, 2006 is
      amended by this Amendment No. 1 on Form 10-K/A. In addition, currently
      dated certifications from our Chief Executive Officer and Chief Financial
      Officer have been included as exhibits to this Amendment.


2


**PART
      II**





**Item
      5. Market for the Registrant's Common Equity and Related Stockholder Matters
      and**


**Issuer
      Purchases of Equity Securities**





The
      Company's Common Stock, par value $.01 per share ("Common Stock"), is traded
      on
      the NASDAQ Global Market under the symbol CBRX. The following table sets forth
      for the periods indicated the high and low sales prices of the Common Stock
      on
      the NASDAQ Common Stock.





High
            
            LowFiscal
                Year Ended December 31, 2005First
                Quarter
            
            $
            3.08
            
            $
            1.52Second
                Quarter
            
            
            3.18
            
            
            1.70Third
                Quarter
            
            
            3.82
            
            
            2.42Fourth
                Quarter
            
            
            4.91
            
            
            3.19Fiscal
                Year Ended December 31, 2006First
                Quarter
            
            $
            5.20
            
            $
            4.01Second
                Quarter
            
            
            5.26
            
            
            2.90Third
                Quarter
            
            
            4.03
            
            
            2.53Fourth
                Quarter
            
            
            5.98
            
            
            3.21







At
      March
      5, 2007, there were approximately 300 shareholders of record of the Company's
      Common Stock, one shareholder of record of the Company's Series B convertible
      preferred stock (“Series B Preferred Stock”), 10 shareholders of record of the
      Company’s Series C convertible preferred stock (“Series C Preferred Stock”) and
      12 shareholders of record of the Company’s Series E convertible preferred stock
      (“Series E Preferred Stock”). The Company estimates that there were
      approximately 7,500 beneficial owners of its Common Stock on such
      date.





The
      Series C Preferred Stock was issued and sold by the Company in January 1999
      to
      24 accredited investors, through which the Company raised approximately $6.4
      million, net of expenses. The Series C Preferred Stock has a stated value of
      $1,000 per share, and is convertible into Common Stock at the lower of: (i)
      $3.50 per share of Common Stock, and (ii) 100% of the average of the closing
      prices during the three trading days immediately preceding the conversion
      notice. The Series C Preferred Stock pays a 5% dividend, payable quarterly
      in
      arrears on the last day of the quarter.





Effective
      as of February 6, 2001, the Company entered into the Amended and Restated Common
      Stock Purchase Agreement (the “Purchase Agreement”) with Acqua
      Wellington North
      American Equities Fund, Ltd., (“ Acqua
      Wellington”) to sell up to $16.5 million of Common Stock under the Registration
      Statement, the Prospectus, and the related Prospectus Supplement dated February
      6, 2001 and amended on April 13, 2001. Pursuant to the Purchase Agreement,
      the
      Company was able to issue and sell to Acqua Wellington up to $16.5 million
      of
      Common Stock and grant Acqua Wellington a call option to purchase additional
      shares of Common Stock, subject to the overall limit of $16.5
      million.  The
      Company and Acqua Wellington agreed to extend the term of the Purchase Agreement
      until February 6, 2005, at which time it expired. The Company sold Acqua
      Wellington $9.84 million of Common Stock during the term of the Purchase
      Agreement.




During
      2004, the Company issued 2,000,000 shares of its Common Stock to SJ Strategic
      Investments LLC, a family investment vehicle owned and managed by John M.
      Gregory, the founder and former Chairman and CEO of King Pharmaceuticals, which
      resulted in the Company receiving $6,380,000 after expenses. Proceeds were
      used
      for general corporate purposes.





3


During
      2005, the Company raised $6.9 million from the issuance and sale of 69,000
      shares of Series E Preferred Stock. The Series E Preferred Stock has a stated
      value of $100 per share. Each share of the Series E Preferred Stock may be
      converted by the holder into 50 shares of Common Stock, subject to adjustment,
      and will automatically be converted into Common Stock at that rate upon the
      date
      that the average of the daily market prices of the Company’s Common Stock for
      the 20 consecutive trading days preceding such date exceeds $6.00 per share.
      The
      Series E Preferred Stock pays no dividends and contains voting rights equal
      to
      the number of shares of Common Stock into which each share of Series E Preferred
      Stock is convertible. Upon liquidation of the Company, the holders of the Series
      E Preferred Stock are entitled to $100 per share.




On
      March
      10, 2006, the Company raised $30 million in gross proceeds to the Company from
      the issuance and sale of 7,428,220 shares of its Common Stock at a price of
      $4.04 per share and warrants to purchase 1,857,041 shares of Common Stock with
      an exercise price of $5.39 per share. The warrants became exercisable on
      September 9, 2006, and expire on March 13, 2011, unless earlier exercised or
      terminated . Proceeds
      were used for general corporate purposes.





On
      December 22, 2006, the Company raised approximately $40 million in gross
      proceeds to the Company from the issuance and sale of convertible subordinated
      notes. The
      notes
      bear interest at a rate of 8% per annum and mature on December 31, 2011. They
      are convertible into shares of Common Stock at a conversion price of $5.25.
      Investors also received warrants to purchase 2,285,714 shares of Common Stock
      at
      an exercise price of $5.50 per share. The warrants become exercisable on June
      20, 2007, and expire on December 22, 2011, unless earlier exercised or
      terminated.  The
      Company used the proceeds of this offering to acquire from Merck Serono the
      U.S.
      marketing rights to CRINONE ® for
      $33
      million, purchase Serono’s current inventory of that product, and pay other
      costs related to the transaction. The balance of approximately $4.7 Million
      will
      be used for general corporate purposes.





During
      2006, outstanding options were exercised resulting in the issuance of 335,049
      shares of Common Stock and the receipt of $1 million by the Company. Proceeds
      were used for general corporate purposes. In addition, 50 shares of Series
      C
      Preferred Stock were converted into 14,825 shares of Common Stock.





**Equity
      Compensation Plan Information**





The
      following table sets forth aggregate information for the fiscal year ended
      December 31, 2006, regarding the Company's compensation plans, including
      individual compensation agreements, under which equity securities of the Company
      are authorized for issuance:





Plan
                Category
            Number
                of securities to
              be
                issued upon exercise
              of
                outstanding options,
              warrants
                and rights
            Weighted
                average
              exercise
                price of
              outstanding
                options,
              warrants
                and rights
            Number
                of securities
              remaining
                available for
              future
                issuance(a)
            (b)
            (c)Equity
                compensation
              plans
                approved by
              security
                holders
            4,686,552
            $8.25
            2,310,549Equity
                compensation
              plans
                not approved by
              security
                holders
            725,000
            $6.94
            0Total
            5,411,552
            $8.07
            2,310,549





The
      Company has two shareholder-approved equity compensation plans, under which
      securities may be issued upon exercise. The first is the Columbia Laboratories,
      Inc. 1988 Stock Option Plan, as amended (the "1988 Plan"). All employees,
      officers, directors, and consultants of the Company or any subsidiary were
      eligible to participate in the 1988 Plan. Under the 1988 Plan, a total of
      5,000,000 shares of Common Stock were authorized for issuance upon exercise
      of
      the options. As of October 1996, no further options were granted pursuant to
      the
      1988 Plan and the remaining options expired in October of 2006. The second
      shareholder-approved equity compensation plan is the 1996 Long-term Performance
      Plan (the “1996 Plan”), adopted in October 1996, which provides for the grant of
      stock options, stock appreciation rights and restricted stock to certain
      designated employees of the Company, non-employee directors of the Company
      and
      certain other persons performing significant services for the Company as
      designated by the Compensation Committee of the Board of Directors. Pursuant
      to
      the 1996 Plan, an aggregate of 8,000,000 shares of Common Stock have been
      reserved for issuance.





4


On
      March
      12, 2002, the Company adopted a Stockholder Rights Plan (the “Rights Plan”)
      designed to protect company stockholders in the event of takeover activity
      that
      would deny them the full value of their investment. The Rights Plan was not
      adopted in response to any specific takeover threat. In adopting the Rights
      Plan, the Board declared a dividend distribution of one preferred stock purchase
      right for each outstanding share of Common Stock of the Company, payable to
      stockholders of record at the close of business on March 22, 2002. The rights
      will become exercisable only in the event, with certain exceptions, a person
      or
      group of affiliated or associated persons acquires 15% or more of the Company’s
      voting stock, or a person or group of affiliated or associated persons commences
      a tender or exchange offer which, if successfully consummated, would result
      in
      such person or group owning 15% or more of the Company’s voting stock. The
      rights will expire on March 12, 2012. Each right, once exercisable, will entitle
      the holder (other than rights owned by an acquiring person or group) to buy
      one
      one-thousandth of a share of a series of the Company’s Series D Junior
      Participating Preferred Stock at a price of $30 per one-thousandth of a share,
      subject to adjustments. In addition, upon the occurrence of certain events,
      holders of the rights (other than rights owned by an acquiring person or group)
      would be entitled to purchase either the Company’s preferred stock or shares in
      an “acquiring entity” at approximately half of market value. Further, at any
      time after a person or group acquires 15% or more (but less than 50%) of the
      Company’s outstanding voting stock, subject to certain exceptions, the Board of
      Directors may, at its option, exchange part or all of the rights (other than
      rights held by an acquiring person or group) for shares of the Company's Common
      Stock having a fair market value on the date of such acquisition equal to the
      excess of (i) the fair market value of preferred stock issuable upon exercise
      of
      the rights over (ii) the exercise price of the rights. The Company generally
      will be entitled to redeem the rights at $0.01 per right at any time prior
      to
      the close of business on the tenth day after there has been a public
      announcement of the beneficial ownership by any person or group of 15% or more
      of the Company’s voting stock, subject to certain exceptions.





On
      March
      12, 2001, the Company granted to James Apostolakis, a director and former
      executive officer of the Company, warrants to purchase up to an aggregate of
      100,000 shares of Common Stock at an exercise price of $5.85 per share. On
      March
      12, 2001, the Company granted to Fred Wilkinson, pursuant to an employment
      agreement, warrants to purchase up to an aggregate of 350,000 shares of Common
      Stock at an exercise price of $8.35 per share.





**Dividend
      Policy**





The
      Company has never paid a cash dividend on its Common Stock and does not
      anticipate the payment of cash dividends in the foreseeable future. The Company
      intends to retain any earnings for use in the development and expansion of
      its
      business. The Company is required to pay a 5% dividend on its Series C Preferred
      Stock on the last day of each quarter.





Applicable
      provisions of the Delaware General Corporation Law may affect the ability of
      the
      Company to declare and pay dividends on its Common Stock as well as on its
      Series C Preferred Stock. In particular, pursuant to the Delaware General
      Corporation Law, a company may pay dividends out of its surplus, as defined,
      or
      out of its net profits, for the fiscal year in which the dividend is declared
      and/or the preceding year. Surplus is defined in the Delaware General
      Corporation Law to be the excess of net assets of the company over capital.
      Capital is defined to be the aggregate par value of shares issued unless
      otherwise established by the Board of Directors.





5





**Performance
      of Company Stock**





**Comparison
      of Five-Year Cumulative Total Return***


**Columbia
      Laboratories, Inc., Russell 2000 Index and Value Line Drug
      Index**


**(Performance
      Results through 12/31/06)**




The
      graph
      below shows the five-year cumulative total stockholder return assuming the
      investment of $100 at the close of trading on December 31, 2001 (and the
      reinvestment of dividends thereafter) in Columbia Laboratories, Inc. Common
      Stock, the Russell 2000 Stock Index and Columbia's Peer Group (Value Line Drugs
      Index) (1) .










(1)
            The
                total return for each of the Company's Common Stock, the Russell
                2000
                Index and the pharmaceutical companies assumes reinvestment of dividends,
                although dividends have not been declared on the Company's Common
                Stock.





**Source:
      Value Line, Inc.**


6





**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: March
              28, 2007
            By:
            /s/ James
              A.
              MeerJames
                A. Meer, Senior Vice President




7