SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #2
Under the Securities Exchange Act of 1934
CREATIVE BIOMOLECULES, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.01 per share
---------------------------------------------------------------------------
(Title of Class of Securities)
225270 10 7
-----------------
(CUSIP Number)
Harry R. Benz
Hoechst Corporation
Route 202-206
P.O. Box 2500
Somerville, NJ 08876-1258
(517) 636-1000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1995
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 4
There is no Exhibit Index
<PAGE> 2
CUSIP No. 225270 10 7
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Corporation
I.R.S. Identification Number 22-1862783
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ x ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 618,461*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 618,461*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 618,461*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 3.2%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Hoechst Corporation disclaims beneficial ownership of these securities
(See Item 2 (a) - (c), (f)).
<PAGE> 3
This Amendment to the Statement on Schedule 13D (the "Schedule 13D")
with respect to the Common Stock of Creative Biomolecules, Inc. (the
"Issuer"), of Hoechst Corporation, a Delaware corporation ("Parent"), is
filed to reflect the disposition of 615,000 shares of the Common Stock (a
change of more than 1% of the total shares outstanding) by HMRI, a wholly
owned subsidiary of Parent, and to report the termination of Parent's
obligation to report ownership of the Common Stock on Schedule 13D as of
8/4/95, when HMRI ceased to be the beneficial owner of more than five
percent of the Common Stock. All capitalized terms used in this Amendment
and not otherwise defined herein have the meanings ascribed to such terms
in the Schedule 13D.
Paragraphs (a), (c), and (e) of Item 5 of this Schedule 13D are hereby
amended to read as follows:
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) HMRI beneficially owns 618,461 shares of Common Stock,
representing approximately 3.2 percent of the outstanding shares of Common
Stock. Parent may be deemed to beneficially own such shares due to its
ownership of HRMI's outstanding common stock, but hereby disclaims
beneficial ownership of such Common Stock.
. . .
(c) During the period July 18 - August 11, 1995, HMRI sold an
aggregate of 615,000 shares of Common Stock in open market transactions at
an average sale price of $3.825 per share.
. . .
(e) HMRI ceased to be the beneficial owner of more than five percent
of the Common Stock on August 4, 1995, as a result of which Parent is no
longer subject to reporting on Schedule 13D with respect to the Common
Stock.
<PAGE> 4
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.
HOECHST CORPORATION
Date: August 15, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
