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                                     BY-LAWS                         EXHIBIT 3.2

                                       OF

                          CORTEX PHARMACEUTICALS, INC.

                            AS ADOPTED MARCH 4, 1987

                       AND AMENDED THROUGH OCTOBER 8, 1996



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                          CORTEX PHARMACEUTICALS, INC.

                             A DELAWARE CORPORATION

                                     BY-LAWS

                             _______________________

                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.1    ANNUAL MEETING.

     An annual meeting of stockholders for the purpose of electing directors and
of transacting such other business as may come before it shall be held each year
at such date, time, and place, either within or without the State of Delaware,
as may be specified by the Board of Directors.

     Section 1.2    SPECIAL MEETINGS.

     Special meeting of stockholders for any purpose or purposes may be held at
any time upon call of the Chairman or the Board, if any, the President, the
Secretary, or a majority of the Board of Directors, at such time and place
either within or without the State of Delaware as may be stated in the notice.
A special meeting of stockholders shall be called by the President or the
Secretary upon the written request, stating time, place, and the purpose or
purposes of the meeting, of stockholders who together own of record a majority
of the outstanding stock of all classes entitled to vote at such meeting.

     Section 1.3    NOTICE OF MEETINGS.

     Written notice of stockholders meetings, stating the place, date, and hour
thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be

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given by the Chairman of the Board, if any, the President, any Vice President,
the Secretary, or an Assistant Secretary, to each stockholder entitled to vote
thereat at least 10 days but not more than 60 days before the date of the
meeting, unless a different period is prescribed by law.

     Section 1.4    QUORUM.

     Except as otherwise provided by law or in the Certificate of Incorporation
or these By-Laws, at any meeting of stockholders, the holders of a majority of
the outstanding shares of each class of stock entitled to vote at the meeting
shall be present or represented by proxy in order to constitute a quorum for the
transaction of any business.  In the absence of a quorum, a majority in interest
of the stockholders present or the chairman of the meeting may adjourn the
meeting from time to time in the manner provided in Section 1.5 of these By-Laws
until a quorum shall attend.

     Section 1.5    ADJOURNMENT.

     Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.


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     Section 1.6    ORGANIZATION.

     The Chairman of the Board, if any, or in his absence the President, or in
their absence any Vice President, shall call to order meetings of stockholders
and shall act as chairman of such meetings.  The Board of Directors or, if the
Board fails to act, the stockholders may appoint any stockholder, director, or
officer of the Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President, and all Vice Presidents.

     The Secretary of the Corporation shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.

     Section 1.7    VOTING.

     Except as otherwise provided by law or in the Certificate of Incorporation
or these By-Laws and except for the election of directors, at any meeting duly
called and held at which a quorum is present, a majority of the votes cast at
such meeting upon a given question by the holders of outstanding shares of stock
of all classes of stock of the Corporation entitled to vote thereon who are
present in person or by proxy shall decide such question.  At any meeting duly
called and held for the election of directors at which a quorum is present,
directors shall be elected by a plurality of the votes cast by the holders
(acting as such) of shares of stock of the Corporation entitled to elect such
directors.


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                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1    NUMBER AND TERM OF OFFICE.

     The business, property, and affairs of the Corporation shall be managed by
or under the direction of a Board of one director; provided, however, that the
Board, by resolution adopted by vote of a majority of the then authorized number
of directors, may increase or decrease the number of directors.  The directors
shall be elected by the holders of shares entitled to vote thereon at the annual
meeting of stockholders, and each shall serve (subject to the provisions of
Article IV) until the next succeeding annual meeting of stockholders and until
his respective successor has been elected and qualified.

     Section 2.2    CHAIRMAN OF THE BOARD.

     The directors may elect one of their members to be Chairman of the Board of
Directors.  The Chairman shall be subject to the control of and may be removed
by the Board of Directors.  He shall perform such duties as may from time to
time be assigned to him by the Board.

     Section 2.3    MEETINGS.

     Regular meetings of the Board of Directors may be held without notice at
such time and place as shall from time to time be determined by the Board.

     Special meetings of the Board of Directors shall be held at such time and
place as shall be designated in the notice of the meeting whenever called by the
Chairman of the Board, if any, the President, or by a majority of the directors
then in office.


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     Section 2.4    NOTICE OF SPECIAL MEETINGS.

     The Secretary, or in his absence any other officer of the Corporation,
shall give each director notice of the time and place of holding of special
meetings of the Board of Directors by mail at least three days before the
meeting, or by telegram, cable, radiogram, or personal service at least one day
before the meeting.  Unless otherwise stated in the notice thereof, any and all
business may be transacted at any meeting without specification of such business
in the notice.

     Section 2.5    QUORUM AND ORGANIZATION OF MEETINGS.

     A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present, a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver.  Except
as otherwise provided by law or in the Certificate of Incorporation or these By-
Laws, a majority of the directors present at any meeting at which a quorum is
present may decide any question brought before such meeting.  Meetings shall be
presided over by the Chairman of the Board, if any, or in his absence by the
President, or in the absence of both by such other person as the directors may
select.  The Secretary of the Corporation shall act as secretary of the meeting,
but in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

     Section 2.6    COMMITTEES.

     The Board of Directors may designate one or more committees, each committee
to consist of one or more of the directors of the Corporation.  The Board may
designate one or more


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directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business,
property, and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the Delaware General Corporation Law to
be submitted to stockholders for approval or (ii) adopting, amending or
repealing any by-law of the Corporation.  Each committee which may be
established by the Board of Directors pursuant to these By-Laws may fix its own
rules and procedures.  Notice of meetings of committees, other than of regular
meetings provided for by the rules, shall be given to committee members.  All
action taken by committee shall be recorded in minutes of the meetings.

     Section 2.7    ACTION WITHOUT MEETING.

     Nothing contained in these By-Laws shall be deemed to restrict the power of
members of the Board of Directors or any committee designated by the Board to
take any action required or permitted to be taken by them without a meeting.



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     Section 2.8    TELEPHONE MEETINGS.

     Nothing contained in these By-Laws shall be deemed to restrict the power of
members of the Board of Directors, or any committee designated by the Board, to
participate in a meeting of the Board, or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.

                                   ARTICLE III

                                    OFFICERS

     Section 3.1    EXECUTIVE OFFICERS.

     The executive officers of the Corporation shall be a President, one or more
Vice Presidents, a Treasurer, and a Secretary, each of whom shall be elected by
the Board of Directors.  The Board of Directors may elect or appoint such other
officers (including a Controller and one or more Assistant Treasurers and
Assistant Secretaries) as it may deem necessary or desirable.  Each officer
shall hold office for such term as may be prescribed by the Board of Directors
from time to time.  Any person may hold at one time two or more offices.

     Section 3.2    POWERS AND DUTIES.

     The Chairman of the Board, if any, or, in his absence, the President, shall
preside at all meetings of the stockholders and of the Board of Directors.  The
President shall be the chief executive officer of the Corporation.  In the
absence of the President, a Vice President appointed by the President or, if the
President fails to make such appointment, by the Board, shall perform all the
duties of the chief executive officer.  The officers and agents of the
Corporation shall each have such powers and authority and shall perform such
duties in the management of the business, property, and affairs of the
Corporation as generally pertain to their respective offices, as well as


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such powers and authorities and such duties as from time to time may be
prescribed by the Board of Directors.

                                   ARTICLE IV

                      RESIGNATIONS, REMOVALS, AND VACANCIES

     Section 4.1    RESIGNATIONS.

     Any director or officer of the Corporation, or any member of any committee,
may resign at any time by giving written notice to the Board of Directors, the
President, or the Secretary of the Corporation.  Any such resignation shall take
effect at the time specified therein or, if the time be not specified therein,
then upon receipt thereof.  The acceptance of such resignation shall not be
necessary to make it effective.

     Section 4.2    REMOVALS.

     The Board of Directors, by a vote of not less than a majority of the entire
'board, at any meeting thereof, or by written consent, at any time, may, to the
extent permitted by law, remove with or without cause from office or terminate
the employment of any officer or member of any committee and may, with or
without cause, disband any committee.

     Any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares entitled at the time
to vote at an election of directors.

     Section 4.3    VACANCIES.

     Any vacancy in the office of any director or officer through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting from increase in the number of directors, may be filled
at any time by a majority of the directors then in office (even


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though less than a quorum remains) or, in the case of any vacancy in the office
of any director, by the stockholders, and, subject to the provisions of this
Article IV, the person so chosen shall hold office until his successor shall
have been elected and qualified; or, if the person so chosen is a director
elected to fill a vacancy, he shall (subject to the provisions of this Article
IV) hold office for the unexpired term of his predecessor.

                                    ARTICLE V

                                  CAPITAL STOCK

     Section 5.1    STOCK CERTIFICATES.

     The certificates for shares of the capital stock of the Corporation shall
be in such form as shall be prescribed by law and approved, from time to time,
by the Board of Directors.

     Section 5.2    TRANSFER OF SHARES.

     Shares of the capital stock of the Corporation may be transferred on the
books of the Corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.

     Section 5.3    FIXING RECORD DATE.

     In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the

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Board of Directors may fix, in advance, a record date, which, unless
otherwise provided by law, shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action.

     Section 5.4    LOST CERTIFICATES.

     The Board of Directors or any transfer agent of the Corporation may direct
a new share certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the Corporation, alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen, or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof,  require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as the Board of Directors shall direct to indemnify the Corporation
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed or the issuance of
such new certificates, and such requirement may be general or confined to
specific instances.

     Section 5.5    REGULATIONS.

     The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.



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                                   ARTICLE VI

                                  MISCELLANEOUS


     Section 6.1    CORPORATE SEAL.

     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware".

     Section 6.2    FISCAL YEAR.

     The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.

     Section 6.3    NOTICES AND WAIVERS THEREOF.

     Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these By-Laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telegram,
cable, or radiogram, addressed to such address as appears on the books of the
Corporation.  Any notice given by telegram, cable, or radiogram shall be deemed
to have been given when it shall have been delivered for transmission and any
notice given by mail shall be deemed to have been given when it shall have been
deposited in the United States mail with postage thereon prepaid.

     Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.




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     Section 6.4    STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.

     Unless otherwise ordered by the Board of Directors, the President, the
Secretary, and such attorneys or agents of the Corporation as may be from time
to time authorized by the Board of Directors or the President, shall have full
power and authority on behalf of this Corporation to attend and to act and vote
in person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which this Corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which this Corporation, as the owner or holder thereof, might have possessed and
exercised if present.  The President, the Secretary, or such attorneys or
agents, may also execute and deliver on behalf of this Corporation powers of
attorney, proxies, consents, waivers, and other instruments relating to the
shares or securities owned or held by this Corporation.

                                   ARTICLE VII

                                   AMENDMENTS

     The Holders of shares entitled at the time to vote for the election of
directors shall have power to adopt, amend, or repeal the By-Laws of the
Corporation by vote of not less than a majority of such shares, and except as
otherwise provided by law, the Board of Directors shall have power equal in all
respects to that of the stockholders to adopt, amend, or repeal the By-Laws by
vote of not less than a majority of the entire Board.  However, any By-Law
adopted by the Board may be amended or repealed by vote of the holders of a
majority of the shares entitled at the time to vote for the election of
directors.


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