Sec Form 4/A Filing - GREGORY JOHN M @ CELLEGY PHARMACEUTICALS INC - 2008-12-16

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GREGORY JOHN M 2. Issuer Name and Ticker or Trading Symbol CELLEGY PHARMACEUTICALS INC [ CLGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 340 MARTIN LUTHER KING, JR. BLVD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2008 (Street) BRISTOL, TN37620 4. If Amendment, Date Original Filed (MM/DD/YY) 11/13/2008 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (Right to Sell) ( 1 ) $ 0.0001 11/11/2008 S 7,053,993 11/11/2008 02/28/2009( 3 ) Common Stock ( 2 ) 7,053,993 $ 0 7,053,993 I SJ Strategic Investment LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREGORY JOHN M 340 MARTIN LUTHER KING, JR. BLVD. SUITE 200 BRISTOL, TN37620 X SJ STRATEGIC INVESTMENTS LLC 340 MARTIN LUTHER KING, JR. BLVD. SUITE 200 BRISTOL, TN37620 X GREGORY JOAN P 340 MARTIN LUTHER KING, JR. BLVD. SUITE 200 BRISTOL, TN37620 Member GREGORY JAMES M 340 MARTIN LUTHER KING, JR. BLVD. SUITE 200 BRISTOL, TN37620 Member PALMER SUSAN 340 MARTIN LUTHER KING, JR. BLVD. SUITE 200 BRISTOL, TN37620 Member Signatures /s/ Strategic Investments LLC, by John M. Gregory, Managing Member 12/17/2008 Signature of Reporting Person Date /s/John M. Gregory 12/17/2008 Signature of Reporting Person Date /s/Joan P. Gregory 12/17/2008 Signature of Reporting Person Date /s/Susan Palmer 12/17/2008 Signature of Reporting Person Date /s/James M. Gregory 12/17/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )SJ Strategic Investments LLC entered into an option agreement dated as of November 11, 2008 with Richard C. Williams, the terms of which provide SJ the right to sell all of its holdings in Cellegy Pharmaceuticals, Inc. upon 3 days written notice to Mr. Williams for a total purchase price of $1,000. ( 2 )Includes related warrants totaling 290,000, including 200,000 issued July 27, 2004 with an exercise price of $4.62 expiring July 27, 2009; 45,000 issued May 12, 2005 with an exercise price of $2.25 expiring May 12, 2010 and 45,000 issued on May 12, 2010 at an exercise price of $2.50 expiring May 12, 2010. ( 3 )This amended Form 4 reflects the extension of the expiration date of the option agreement from December 31, 2008 to February 28, 2009.

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