SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 - Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE  ACT OF 1934 
               For the quarterly period ended March 31, 1999

                                      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 Company as specified in its charter)

          DELAWARE                                         59-2758596
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification No.)

   2875 N.E. 191ST STREET, SUITE 400
         AVENTURA, FLORIDA                                    33180
(Address of principal executive offices)                    (Zip Code)

Company's telephone number, including area code: (305) 933-6089

         Indicate by check mark whether the Company (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 Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

         Number of shares of the Common Stock of Columbia Laboratories, Inc.
issued and outstanding as of April 30, 1999: 28,684,687


<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         The following unaudited, condensed consolidated financial statements of
the Company have been prepared in accordance with the instructions to Form 10-Q
and, therefore, omit or condense certain footnotes and other information
normally included in financial statements prepared in accordance with generally
accepted accounting principles. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the financial information for the interim periods reported have been made.
Results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results for the year ending December 31, 1999.

     Except for historical information contained herein, the matters discussed
in this document are forward looking statements made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties, including but not limited to economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products and prices, and other factors discussed elsewhere
in this report.




                                  Page 2 OF 15

<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                  March 31,            December 31,
                                                                                     1999                   1998
                                                                                ----------------       ---------------
                                                                                  (Unaudited)
<S>                                                              
ASSETS                                                                          <C>                    <C>
   Current assets-                                                                                      

      Cash and cash equivalents                                                     $ 2,921,497            $  315,288
      Accounts receivable, net                                                        3,805,417             1,323,271
      Inventories                                                                     1,782,463             2,411,434
      Prepaid expenses                                                                  726,363               472,538
      Other current assets                                                              288,639               288,639
                                                                                ----------------       ---------------
         Total current assets                                                         9,524,379             4,811,170

   Property and equipment, net                                                        1,255,116             1,373,451
   Intangible assets, net                                                             5,246,294             5,283,277
   Other assets                                                                         405,586               411,648
                                                                                ================       ===============
   TOTAL ASSETS                                                                    $ 16,431,375           $11,879,546
                                                                                ================       ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
   Current liabilities-

      Accounts payable                                                              $ 3,053,200           $ 4,153,151
      Accrued expenses                                                                1,145,290             1,480,839
      Deferred revenue                                                                  578,150               578,150
                                                                                ----------------       ---------------
         Total current liabilities                                                    4,776,640             6,212,140

      Convertible subordinated note payable                                          10,000,000            10,000,000
                                                                                ----------------       ---------------
         TOTAL LIABILITIES                                                           14,776,640            16,212,140
                                                                                ----------------       ---------------

    Stockholders' equity (deficiency)- 

      Preferred stock, $.01 par value; 1,000,000 shares authorized:
         Series A Convertible Preferred Stock, 923
            shares issued and outstanding in 1999 and 1998                                    9                     9
          Series B Convertible Preferred Stock, 1,630
            shares issued and outstanding in 1999 and 1998                                   16                    16

          Series C Convertible Preferred Stock,
            6,600 shares issued and outstanding in 1999                                      67                     -
      Common stock, $.01 par value; 40,000,000 shares
          authorized; 28,684,687 shares

         issued and outstanding in 1999 and 1998                                        286,846               286,846
      Capital in excess of par value                                                 99,714,196            93,221,998
      Accumulated deficit                                                           (97,848,529)          (97,988,640)
      Accumulated other comprehensive income                                            102,130               147,177
      Less: notes receivable for purchase of stock                                     (600,000)                     -
                                                                                ----------------       ---------------
        TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                       1,654,735            (4,332,594)
                                                                                ----------------       ---------------             
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                           $ 16,431,375          $ 11,879,546
                                                                                ================       ===============
</TABLE>
            See notes to condensed consolidated financial statements

                                  Page 3 of 15



<PAGE>
                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                        1999                       1998    
                                                                      -----------                ----------
<S>                                                                   <C>                        <C> 
NET SALES                                                             $  5,466,461                 $ 2,271,985

COST OF GOODS SOLD                                                       1,776,841                   1,405,984
                                                                      ------------               -------------
         Gross profit                                                    3,689,620                     866,001
                                                                      ------------              --------------


OPERATING EXPENSES:

    Selling and distribution                                               857,827                     637,766
    General and administrative                                           1,484,598                   1,576,553
    Research and development                                             1,390,076                   1,791,109
                                                                       -----------                 -----------
        Total operating expenses                                         3,732,501                   4,005,428
                                                                       -----------                 -----------

       Loss from operations                                                (42,881)                 (3,139,427)
                                                                     -------------                ------------

OTHER INCOME (EXPENSE):

    License fees, net of expenses                                          387,500                           -
    Interest income                                                         30,496                      42,870
    Interest expense                                                      (188,838)                    (33,259)
    Other, net                                                             (21,167)                    (67,609)
                                                                      ------------               -------------
                                                                           207,991                     (57,998)
                                                                      ------------               -------------


    Income (loss) before income taxes                                      165,110                  (3,197,425)
    Provision for income taxes                                              25,000                           -
                                                                      ------------               -------------
       Net income (loss)                                               $   140,110                $ (3,197,425) 
                                                                       ===========               =============

NET INCOME (LOSS) PER COMMON SHARE:

     Basic                                                             $       .00                $       (.11)           
                                                                       ===========               =============
     Diluted                                                           $       .00                $       (.11)
                                                                       ===========               =============

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING:

     Basic                                                              28,685,000                  28,660,000
                                                                        ==========                ============
     Diluted                                                            28,985,000                  28,660,000
                                                                        ==========                ============
</TABLE>

            See notes to condensed consolidated financial statements

                                  Page 4 of 15
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                              Three Months Ended March 31,
                                                              1999                     1998

                                                       -------------------       -----------------
<S>                                                    <C>                       <C>
NET INCOME (LOSS)                                               $ 140,110            $(3,197,425)

Other Comprehensive income (loss):

    Foreign currency translation, net of tax                       38,290                  7,865
                                                       -------------------       -----------------

Comprehensive income (loss)                                     $ 178,400            $(3,189,560)
                                                       ===================       =================
</TABLE>



            See notes to condensed consolidated financial statements.


                                  Page 5 of 15

<PAGE>
                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                        1999                       1998
                                                                        ----                       ----
<S>                                                                     <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                                       $140,110                $(3,197,425)
  Adjustments to reconcile net income (loss) to net
   cash used for operating activities-

    Depreciation and amortization                                          259,725                     238,215
     Issuance of warrants for consulting services                           12,699                44,877

    Changes in assets and liabilities- (Increase) decrease in:

        Accounts receivable                                             (2,482,146)                   4,333,254
        Inventories                                                        628,971                       47,319
        Prepaid expenses                                                  (253,825)                     217,427
        Other assets                                                         6,062                     (271,308)

      Increase (decrease) in:

        Accounts payable                                                  (976,448)                   (647,591)
        Accrued expenses                                                  (337,395)                   (421,444)
        Deferred revenue                                                         -                    (355,295)
                                                                ------------------                   ---------


    Net cash used in operating activities                               (3,002,247)                    (11,971)
                                                                       -----------                   --------


CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of property and equipment                                        (4,406)                    (75,856)
  Acquisition of licensing rights                                         (100,000)                          -
                                                                      ------------              --------------
      Net cash used in investing activities                               (104,406)                    (75,856)
                                                                      ------------                   ---------


CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of preferred stock                              5,939,534                           -
  Dividends paid                                                          (181,625)                          -
  Issuance of note payable                                                       -                  10,000,000
  Proceeds from exercise of options and warrants                                 -                     356,138
                                                                ------------------                ------------

    Net cash provided by financing activities                            5,757,909                  10,356,138
                                                                       -----------                 -----------
</TABLE>

                                  (Continued)

                                  Page 6 of 15
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (Continued)

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                        1999                       1998    
                                                                        ----                       ----
<S>                                                                     <C>                        <C>
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                    (45,047)                 (7,865)
                                                                      ------------             -----------

NET INCREASE IN CASH
  AND CASH EQUIVALENTS                                                   2,606,209              10,260,446

CASH AND CASH EQUIVALENTS,
  Beginning of period                                                      315,288               2,256,590
                                                                       -----------            ------------

CASH AND CASH EQUIVALENTS,
  End of period                                                         $2,921,497             $12,517,036
                                                                        ==========             ===========
</TABLE>

            See notes to condensed consolidated financial statements

                                  Page 7 of 15

<PAGE>

                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES:

         The accounting policies followed for quarterly financial reporting are
the same as those disclosed in Note (1) of the Notes to Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.

(2) INVENTORIES:

                                                  March 31,        December 31,
                                                    1999               1998    
                                               ------------        -------------

Finished goods                                   $1,062,326           $1,550,917
Raw materials                                       720,137              860,517
                                               ------------        -------------
                                                 $1,782,463           $2,411,434
                                                 ==========        =============


(3) SERIES C CONVERTIBLE PREFERRED STOCK:

         In January 1999, the Company raised approximately $6.4 million, net of
expenses from the issuance and sale of Series C Convertible Preferred Stock
("Preferred Stock"). The Preferred Stock, sold to twenty-four accredited
investors, has a stated value of $1,000 per share. The Preferred Stock is
convertible into common stock at the lower of: (i) $3.50 per common share (based
on 125% of the average of the five day's closing bid prices immediately
preceding the transaction) and (ii) 100% of the average of the closing prices
during the three trading days immediately preceding the conversion notice. If
conversion is based on the $3.50 conversion price, conversion may take place
after the underlying common stock is registered. If conversion is based on the
alternative calculation, conversion cannot take place for fifteen months. The
Preferred Stock pays a 5% dividend, payable quarterly in arrears on the last day
of the quarter. At March 31, 1999, the Preferred Stock had a liquidity
preference of $6,600,000.

         In connection with the issuance of the Series C Convertible Preferred
Stock in January 1999, the Company received two notes receivable from Norman M.
Meier, the President and Chief Executive Officer, and from William J. Bologna,
the Chairman of the Board, for $350,000 and $250,000, respectively. The notes
bear interest at 5% per annum and are due on July 28, 1999. The notes totaling
$600,000 have been presented as a reduction of stockholders' equity in the
accompanying balance sheets.

                                  Page 8 of 15

<PAGE>


(4) SEGMENT INFORMATION:

The Company and its subsidiaries are engaged in one line of business, the
development and sale of pharmaceutical products and cosmetics. The following
table shows selected information by geographic area:

<TABLE>
<CAPTION>
                                                       Net                     Loss from               Identifiable
                                                      SALES                    OPERATIONS                  ASSETS   
                                                      -----                    ----------              -------------
<S>                                                   <C>                      <C>                     <C>
As of and for the three months
 ended March 31, 1999-

      United States                                   $4,498,887            $ 1,228,563                $11,391,018
      Europe                                             967,574             (1,271,444)                 5,040,357
                                                      ----------            -----------                -----------
                                                      $5,466,461            $   (42,881)               $16,431,375
                                                      ==========            ===========                ===========

As of and for the three months
 ended March 31, 1998-

      United States                                   $1,432,730            $(1,308,857)               $13,920,323
      Europe                                             839,255             (1,830,570)                 6,655,431
                                                      ----------            -----------                -----------

                                                      $2,271,985            $(3,139,427)               $20,575,754
                                                      ==========            ===========                ===========

</TABLE>

                                  Page 9 of 15
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                      CONDITIONS AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

          The Company and its representatives from time to time make written or
verbal forward looking statements, including statements contained in this and
other filings with the Securities and Exchange Commission and in the Company's
reports to stockholders, which are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such statements
include, without limitation, the Company's expectations regarding sales,
earnings or other future financial performance and liquidity, product
introductions, entry into new geographic regions and general optimism about
future operations or operating results. Although the Company believes that its
expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual
results will not differ materially from its expectations. Factors that could
cause actual results to differ from expectations include, without limitation:
(i) increased competitive activity from companies in the pharmaceutical
industry, some of which have greater resources than the Company; (ii) social,
political and economic risks to the Company's foreign operations, including
changes in foreign investment and trade policies and regulations of the host
countries and of the United States; (iii) changes in the laws, regulations and
policies, including changes in accounting standards, that affect, or will
affect, the Company in the United States and abroad; (iv) foreign currency
fluctuations affecting the relative prices at which the Company and foreign
competitors sell their products in the same market; and (v) the ability of the
Company and third parties, including customers or suppliers, to adequately
address Year 2000 issues. Additional information on factors that may affect the
business and financial results of the Company can be found in filings of the
Company with the Securities and Exchange Commission. All forward-looking
statements should be considered in light of these risks and uncertainties. The
Company assumes no responsibility to update forward-looking statements made
herein or otherwise.

          Cash and cash equivalents increased from approximately $315,000 at
December 31, 1998 to approximately $2,921,000 at March 31, 1999. The Company
received approximately $5.9 million, net of expenses, from the issuance and
sales of Series C Convertible Preferred Stock (see note 3 to unaudited condensed
consolidated financial statements).

          In May 1995, the Company entered into a worldwide, except for South
Africa, license and supply agreement with American Home Products Corporation
("AHP") under which the Wyeth-Ayerst Laboratories division of AHP will market
Crinone. Under the terms of the agreement, as of March 31, 1999, the Company has
earned $17 million in milestone payments and will continue to receive additional
milestone payments. The Company also supplies Crinone to AHP at a price equal to
30% of AHP's net selling price.

         In July 1996, Columbia submitted a New Drug Application ("NDA") to the
U.S. Food and Drug Administration ("FDA") for clearance to market Crinone as a
hormonal therapy for patients with secondary amenorrhea (loss of menstrual
period). In November 1996, the Company submitted a second NDA for clearance to
market Crinone for use in Assisted Reproductive Technologies ("ART") procedures,
including IN-VITRO fertilization, ovum donation and stimulated cycles. The FDA
granted the ART filing a priority review. In addition, in February 1997, the FDA
approved the Company's Treatment Protocol under its IND for the use of Crinone
in assisted fertility procedures. As a result, through leads generated by the
Wyeth-Ayerst institutional sales force, the Company has begun distributing
Crinone to leading infertility clinics throughout the United States.

          In May 1997, the Company received U.S. marketing approval for Crinone
from the FDA for use as a progesterone supplementation or replacement as part of
an Assisted Reproductive Technology (ART) 

                                 Page 10 of 15

<PAGE>
treatment for infertile women with progesterone deficiency. In July 1997, the 
Company received U.S. marketing approval for Crinone from the FDA for the 
treatment of secondary amenorrhea (loss of menstrual period).

          In connection with the 1989 purchase of the assets of Bio-Mimetics,
Inc., which assets consisted of the patents underlying the Company's Bioadhesive
Delivery System, other patent applications and related technology, the Company
pays Bio-Mimetics, Inc. a royalty equal to two percent of the net sales of
products based on the Bioadhesive Delivery System, to an aggregate of $7.5
million. The Company is required to prepay a portion of the remaining royalty
obligation, in cash or stock at the option of the Company, if certain conditions
are met. Through March 31, 1999, the Company has paid approximately $1.4 million
in royalty payments.

          In March 1999, the Company entered into a license and supply agreement
with Mipharm SpA under which Mipharm SpA will be the exclusive marketer of the
Company's previously unlicensed women's healthcare products in Italy, Portugal,
Greece and Ireland with a right of first refusal for Spain. Under the terms of
the agreement, the Company received a $387,500, net of expenses, upfront payment
and expects to receive future milestone payments as products are made available
by the Company.

          The Company believes that sales and liquidity will increase as Crinone
is fully marketed by Wyeth-Ayerst.

          As of March 31, 1999, the Company has outstanding exercisable options
and warrants that, if exercised, would result in approximately $50.3 million of
additional capital. However, there can be no assurance that such options or
warrants will be exercised.

          Significant expenditures anticipated by the Company in the near future
are concentrated on research and development related to new products. The
Company anticipates it will spend approximately $7.5 million on research and
development in 1999 and an additional $400,000 on property and equipment.

          As of March 31, 1999, the Company had available net operating loss
carryforwards of approximately $48 million to offset its future U.S. taxable
income.

          In accordance with Statement of Financial Accounting Standards No.
109, as of March 31, 1999 and December 31, 1998, other assets in the
accompanying consolidated balance sheets include deferred tax assets of
approximately $17 million and $18 million, respectively, (comprised primarily of
a net operating loss carryforward) for which a valuation allowance has been
recorded since the realizability of the deferred tax assets are not
determinable.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999 VERSUS THREE MONTHS 
ENDED MARCH 31, 1998

          Net sales increased by approximately $3.2 million to approximately
$5.5 million in 1999 as compared to $2.3 million in 1998. Crinone, accounted for
approximately $2.7 million of the increase with sales of approximately $3.2
million in 1999 as compared to $547,000 in 1998. Sales of Replens increased by
approximately $457,000 from approximately $943,000 in 1998 to $1.4 million in
1999. The increase reflects the reacquisition of the product by the Company from
Warner-Lambert Company in April 1998. As a result of the reacquisition, the
Company sells Replens directly to chain drug stores, food stores and mass
merchandisers at wholesale prices instead of to Warner-Lambert at contract
manufacturing prices which are much lower than wholesale prices. Gross profit as
a percentage of net sales increased in 1999 as compared to 1998 from 38% to 67%
as a result of increased Crinone sales which has a higher gross profit
percentage.

                                 Page 11 of 15

<PAGE>
          Selling and distribution expenses increased by approximately $220,000
in 1999 to approximately $858,000 as compared to $638,000 in 1998, primarily as
a result of expenses related to the reacquisition of Replens and the marketing
of the product such as the amortization of the Replens trademark $77,000; media
advertising $65,000; advertising billbacks $53,000; and broker commissions
$62,000.

          General and administrative expenses decreased by approximately $92,000
to approximately $1,485,000 in 1999 from $1,577,000 in 1998. The decrease was
primarily due to a $129,000 reduction in salaries and benefits, and a $373,000
reduction in investor relations fees, partially offset by a $399,000 increase in
legal fees. The increase in legal fees reflects additional attorney charges
related to litigation.

          Research and development expenses decreased by approximately $401,000
from approximately $1,791,000 in 1998 to $1,390,000 in 1999. The decrease was in
part due to a $125,000 reimbursement of expenses incurred in 1998 negotiated and
received in 1999 from the Wyeth-Ayerst Laboratories' division of American Home
Products Corporation, an approximately $81,000 reduction in salaries and
benefits, and an approximately $88,000 decrease in Crinone development costs.

         License fees in 1999 of $387,500, net of expenses totaling $112,500,
represent an upfront payment received in connection with the licensing agreement
with Mipharm SpA entered into in March 1999.

          Interest expense increased in 1999 as a result of the $10 million note
bearing interest at 7 1/8 % issued by the Company on March 16, 1998 to an
institutional investor.

         The Company has recorded a $25,000 alternative minimum tax provision
for U.S. federal taxes in 1999.

         As a result, the net income for 1999 was $140,110 or $.00 per common
share as compared to a net loss in 1998 of $3,197,425 or $(.11) per common
share.


                                 Page 12 OF 15
<PAGE>


                  COLUMBIA LABORATORIES, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  The Company filed an action in the United States District
         Court for the Southern District of Florida in November 1997 seeking a
         declaratory judgement on certain issues related to its relationship
         with Lake Pharmaceuticals, Inc. ("Lake") as governed in the contract
         between the Company and Lake. Lake filed an action against the Company
         in the United States District Court, Northern District of Illinois, for
         damages alleged by Lake to have been suffered by it as a result of the
         FDA's allegations in July 1997 that the Company's nonoxynol-9 product,
         then marketed by Lake under the tradename Advantage 24, was not
         permitted to be sold under the monograph. This action was dismissed by
         the Illinois Court and transferred to the Florida Court for
         consolidation as a counterclaim in the Florida action. The Company is
         vigorously defending the Lake claims and believes that Lake's action
         will be dismissed without any damage award to Lake and that the Company
         will prevail in its claims against Lake for damages.

                  Other claims and complaints have been filed or are pending
         against the Company with respect to various matters. In the opinion of
         management and counsel, all such matters are adequately reserved for or
         covered by insurance or, if not so covered, are without any or have
         little merit or involve such amounts that if disposed of unfavorably
         would not have a material adverse effect on the Company.

ITEM 2.  CHANGES IN SECURITIES

                  In January 1999, the Company raised approximately $6.4
         million, net of expenses from the issuance and sale of Series C
         Convertible Preferred Stock ("Preferred Stock"). The Preferred Stock,
         sold to twenty-four accredited investors, has a stated value of $1,000
         per share. The Preferred Stock is convertible into common stock at the
         lower of: (i)$3.50 per common share (based on 125% of the average of
         the five day's closing bid prices immediately preceding the
         transaction) and (ii) 100% of the average of the closing prices during
         the three trading days immediately preceding the conversion notice. If
         conversion is based on the $3.50 conversion price, conversion may take
         place after the underlying common stock is registered. If conversion is
         based on the alternative calculation, conversion cannot take place for
         fifteen months. The Preferred Stock pays a 5% dividend, payable
         quarterly in arrears on the last day of the quarter.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  The 1998  annual  meeting  of  shareholders  was held on 
         January  28,  1999 for the  purpose  of electing the following  eight 
         directors (with each nominee  receiving at least  24,645,914  votes out
         of a possible 28,729,620 votes):  James J. Apostolakis,  William J. 
         Bologna,  Jean Carvais,  M.D., Dominique de Ziegler, M.D., Norman M. 
         Meier, Denis O'Donnell, M.D., Selwyn Oskowitz, M.D. and Robert C. 
         Strauss.


                                 Page 13 of 15
<PAGE>
ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits

          10.16 -          License and Supply Agreement dated March 5, 1999, 
                           between the Company and Mipharm SpA.

          11.1  -          Statement Re: Computation of Per Share Earnings

          27.1  -          Financial Data Schedule (for SEC use only)

          Reports on Form 8-K

          None.


                                 Page 14 of 15

<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.

                                       COLUMBIA LABORATORIES, INC.

                                       /S/ DAVID L. WEINBERG                  
                                       ----------------------------------------
                                       DAVID L. WEINBERG, Vice President-
                                       Finance and Administration,
                                       Chief Financial Officer

DATE:      MAY 12, 1999    
     ------------------------


                                 Page 15 of 15

<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT
NUMBERS

10.16 -  License and Supply Agreement dated March 5, 1999, between the Company 
         and Mipharm SpA.

11.1  - Statement Re: Computation of Per Share Earnings.

27    - Financial Data Schedule.