CHROMATICS COLOR SCIENCES INTERNATIONAL INC
8-K, 1997-01-08
LABORATORY ANALYTICAL INSTRUMENTS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported)   January 6, 1997

                 CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

                                   New York
                (State or other jurisdiction of incorporation)

               0-21168                           13-3253392
       (Commission File Number)     (IRS Employer Identification Number)

            5 East 80th Street, New York, New York         10021
           (Address of Principal Executive Offices)      (Zip Code)

      Registrant's telephone number, including area code   (212) 717-6544

                               Page 1 of 5 pages

                        Exhibit Index located on page 4

                                       1

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ITEM 5.  OTHER EVENTS

     On January 6, 1997 the Board of Directors of Chromatics Color Sciences
International, Inc. (the "Company") voted to extend for six months from February
5, 1997 to August 5, 1997 the expiration date of certain of the Company's
remaining outstanding Redeemable Common Stock Purchase Warrants (the "Warrants")
i.e.:  (i) up to 1,150,000 Warrants issued as part of the Units sold in the
Company's February 1993 initial public offering (ii) up to 240,000 Warrants
issued in connection with a private placement occurring prior to the initial
public offering (the "IPO") and (iii) up to 115,000 Warrants issued to 
Investors Associates, Inc. in connection with the IPO (the "Extension").

     On January 7, 1997 the Company amended its Warrant Agreement with
Continental Stock Transfer & Trust Company to reflect the Extension.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

          (c)  Exhibits:

               1.  Chromatics Color Sciences International, Inc.
                   Press Release, dated January 7, 1997.

                                       2
<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CHROMATICS COLOR SCIENCES
                                       INTERNATIONAL, INC.

                                       By:        Darby S. Macfarlane   
                                           Name:  Darby S. Macfarlane
                                           Title: Chief Executive Officer
Date: January 7, 1997

                                       3
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                                 EXHIBIT INDEX

       Document                                              Page Number
       --------                                              -----------
          1.   Chromatics Color Sciences International, Inc.      5
               Press Release, dated January 7, 1997.

                                       4


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                           CHROMATICS COLOR SCIENCES
                              INTERNATIONAL, INC.

                                       Contact:  Darby Macfarlane, 
                                                 Chief Executive Officer
                                       Telephone:  (212) 717-6544
                                       Fax:        (212) 717-6672

                                       FOR IMMEDIATE RELEASE
                                       January 7, 1997

                             WARRANT TERM EXTENDED

     CHROMATICS COLOR SCIENCES INTERNATIONAL, INC. (NASDAQ: CCSI) announced that
on January 6, 1997 its Board voted to extend for six months from February 5,
1997 to August 5, 1997 the expiration date of its outstanding Redeemable Common
Stock Purchase Warrants.  The Warrants being exercised are those issued in the
Company's February 1993 initial public offering, those issued to Investors 
Associates, Inc. in connection with the initial public offering and those issued
in the private placement occurring immediately prior to the initial public 
offering.  The Warrants are exercisable during the term at a price of $5.00 
per share of common stock.  No other change was made to the Warrants.

     Chromatics Color Sciences International, Inc. is engaged in the business of
color science, including the scientific color measurement and classification of
human skin, certain color-sensitive consumer products, and in determining the
color compatibility of such skin and product color classification for use in a
variety of industries including the cosmetic, beauty aid and fashion industries,
as well as technology development for potential medical applications involving
the detection and monitoring of certain chromogenic diseases.  The Company's
common stock and warrants are traded on NASDAQ under the symbols "CCSI" and
CCSIW", respectively.

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