SOMATIX THERAPY CORPORATION
10-C, 1995-07-10
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-C


                    REPORT BY ISSUER OF SECURITIES QUOTED ON
                      NASDAQ INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder


                          SOMATIX THERAPY CORPORATION
         ____________________________________________________________
                 (Exact name of issuer as specified in charter)


        950 MARINA VILLAGE PARKWAY, SUITE 100, ALAMEDA, CA  94501-1034
         ____________________________________________________________
                    (Address of principal executive offices)

Issuer's telephone number, including area code   (510) 748-3000


                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1. Title of security    COMMON STOCK
2. Number of shares outstanding before the change    18,112,056
3. Number of shares outstanding after the change     24,909,587
4. Effective date of change    JUNE 28, 1995
5. Method of change     PRIVATE PLACEMENT

Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)

Give brief description of the transaction  STOCK ISSUANCE IN CONNECTION WITH
PRIVATE PLACEMENT OF COMMON STOCK, CONVERTIBLE RESET PREFERRED STOCK, AND
WARRANTS TO PURCHASE COMMON STOCK



                         II.  CHANGE IN NAME OF ISSUER

1. Name prior to change    N/A
2. Name after change    N/A
3. Effective date of charter amendment changing name    N/A
4. Date of shareholder approval of change, if required    N/A




Date      JULY 10, 1995                     /S/ MARK N.K. BAGNALL
                                 ------------------------------------------
                                 Mark N.K. Bagnall, Chief Financial Officer


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