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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cellegy Pharmaceuticals, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
15115L-10-3
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [x].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE> 2
CUSIP NO. 15115L-10-3 13G PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neutrogena Corporation
95-2221471
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 475,560
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
475,560
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,560
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.61%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 15115L-10-3 13G PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson
22-1024240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 475,560
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
475,560
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,560
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.61%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
Cellegy Pharmaceuticals, Inc.
(b). Address of Issuer's Principal Executive Offices:
371 Bel Marin Keys
Novato, CA 94949
Item 2. (a). Name of Person Filing:
Johnson & Johnson
Neutrogena Corporation
(b). Address of Principal Business Office:
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Page 4 of 7 Pages
<PAGE> 5
Item 2. (c). Citizenship:
Johnson & Johnson - New Jersey
Neutrogena Corporation - Delaware
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
15115L-10-3
Item 3. This statement is filed pursuant to Rule by
Not applicable
Item 4. Ownership.
(a). Amount Beneficially Owned
Each corporation beneficially owns 475,560
shares
(b). Percent of Class:
12.61%
(c). Number of Shares as to which each such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 475,560
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 475,560
Page 5 of 7 Pages
<PAGE> 6
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Page 6 of 7 Pages
<PAGE> 7
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
Signature: After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
JOHNSON & JOHNSON
By: /s/ James R. Utaski
------------------------
Name/Title: James R. Utaski
Vice President
NEUTROGENA CORPORATION
By: /s/ Clay H. Paterson
------------------------
Name/Title: Clay H. Paterson
Secretary
Dated: February 13, 1996
Page 7 of 7 Pages
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