UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




FORM
      10-K/A


AMENDMENT
      NO. 1




x
            Annual
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the fiscal year ended December 31,
                2007




o
            Transition
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the transition period from
                ___to___




Commission
      File Number  1-32639




MANHATTAN
      PHARMACEUTICALS, INC.


(Exact
      name of registrant as specified in its charter)




Delaware
              (State
                or other jurisdiction of incorporation or organization)
            36-3898269
              (I.R.S.
                Employer Identification No.)810
                Seventh Avenue, 4thFloor, New York, New York
              (Address
                of Principal Executive Offices)
            10019
              (Zip
                Code)




(212)
      582-3950


(Registrant’s
      telephone number, including area code)




**Securities
      registered pursuant to Section 12(b) of the Act:**




**Title
                of each class**
            **Name
                of each exchange on which registered**Common
                Stock, $0.001 par value
            OTC
                Bulletin Board




**Securities
                registered pursuant to Section 12(g) of the Exchange Act:**None





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


o
      Yes x No




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Exchange Act.


o
      Yes x No





Indicate
      by check mark whether the registrant (1) filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. x
      Yes o No




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K. o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filer o
            Accelerated
                filer oNon-accelerated
                filer o (Do not check if
                a smaller reporting company)
            Smaller
                reporting company x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). o
      Yes x No




The
      aggregate market value of the voting and non-voting common equity of the
      registrant held by non-affiliates of the registrant on April 15, 2008 based
      on
      the closing price of the common stock as reported on the OTC Bulletin Board
      on
      such date was $6,681,721.




As
      of
      April 15, 2008 there were 70,624,232 outstanding shares of common stock, par
      value $.001 per share.





The
      Company is filing this Amendment No. 1 on Form 10-K/A to its Annual Report
      on
      Form 10-K for the year ended December 31, 2007 to furnish the information
      required in Part III (Items 10, 11, 12, 13 and 14). This report is limited
      in
      scope to the items identified above and should be read in conjunction with
      the
      Form 10-K. Other than the furnishing of the information identified above, this
      report does not modify or update the disclosure in the Form 10-K in any
      way.












**PART
      III**





**Item
      10. Directors and Executive Officers of the Registrant.**





**Biographical
      Summaries of Our Members of Board of Directors**




The
      members of the Board of Directors (each a "Director and collectively,
      "Directors") are:




**Name**
            
            **Age**
            
            **Position(s)
                Held**
            
            **Director
                Since**Douglas
                Abel
            
            
            46
            
            
            President,
                Chief Executive Officer and Director
            
            
            2005Neil
                Herskowitz
            
            
            51
            
            
            Director
            
            
            2004Malcolm
                Hoenlein
            
            
            64
            
            
            Director
            
            
            2004Timothy
                McInerney
            
            
            47
            
            
            Director
            
            
            2004Richard
                I. Steinhart
            
            
            51
            
            
            Director
            
            
            2004Michael
                Weiser, M.D.
            
            
            45
            
            
            Director
            
            
            2003





***Douglas
      Abel*** has been
      our President and Chief Executive Officer and a director since April 2005.
      Mr.
      Abel was President and CEO of Tarpan Therapeutics, Inc., a privately-held
      biopharmaceutical company, from November 2004 until April 2005, when Tarpan
      was
      acquired by us. Prior to becoming President and CEO of Tarpan, Mr. Abel served
      as Vice President of the Dermatology Business Unit at Biogen Idec where he
      worked from August 2000 to November 2004. While at Biogen, he led more than
      100
      employees to support the launch of AMEVIVE®. Before that, Mr. Abel was at
      Allergan Pharmaceuticals from December 1987 to August of 2000, with his most
      recent position being Director of BOTOX® Marketing. Mr. Abel received his A.B.
      in chemistry from Lafayette College and an M.B.A. from Temple
      University.





***Neil
      Herskowitz*** was
      appointed to our Board of Directors in July 2004. He has served as the Managing
      Member of ReGen Partners LLC, an investment fund located in New York, and as
      the
      President of its affiliate, Riverside Contracting LLC since June 1998. Mr.
      Herskowitz currently serves as a director of Innovive Pharmaceuticals (OTCBB:
      IVPH) a publicly traded pharmaceutical development company. He also serves
      on
      the board of directors of Starting Point Services for Children, a not-for-profit
      corporation, and of Vacation Village, a 220-unit development in Sullivan County,
      New York. Mr. Herskowitz received a B.B.A. in Finance from Bernard M. Baruch
      College in 1978.





***Malcolm
      Hoenlein*** was
      appointed to our Board of Directors in July 2004. Since January 2001, he is
      also
      a director of Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX). Mr. Hoenlein
      currently serves as the Executive Vice Chairman of the Conference of Presidents
      of Major American Jewish Organizations, a position he has held since 1986.
      He
      also serves as a director of Bank Leumi. Mr. Hoenlein received his B.A. from
      Temple University and his M.A. from the University of Pennsylvania.




***Timothy
      McInerney*** has been
      a director of Manhattan since July 2004.  Mr. McInerney serves as a partner
      at Riverbank Capital Securities, Inc., a position he has held since June
      2007.  Mr. McInerney currently serves on the board of directors of ZIOPHARM
      Oncology Inc. (NASDAQ: ZIOP).  From 1992 to March 2007, Mr. McInerney was a
      Managing Director of Paramount BioCapital, Inc. where he oversaw the overall
      distribution of Paramount’s private equity product.  Prior to 1992, Mr.
      McInerney was a research analyst focusing on the biotechnology industry at
      Ladenburg, Thalman & Co.  Prior to that, Mr. McInerney held equity
      sales positions at Bear, Stearns & Co. and Shearson Lehman Brothers,
      Inc.  Mr. McInerney also worked in sales and marketing for Bristol-Myers
      Squibb.  He received his B.S. in pharmacy from St. John’s University at New
      York.  He also completed a post-graduate residency at the New York
      University Medical Center in drug information systems.





***Richard
      I. Steinhart*** has been
      a director of the Company since July 2004. Since April 2006, Mr. Steinhart
      has
      served as Chief Financial Officer of Electro-Optical Sciences, Inc., a
      publicly-held medical device company. From May 1992 to April 2006, Mr. Steinhart
      was principal of Forest Street Capital, a boutique investment banking, venture
      capital, and management consulting firm. Prior to Forest Street Capital, from
      May 1991 to May 1992, he was the Vice President and Chief Financial Officer
      of
      Emisphere Technologies, Inc., a publicly held biopharmaceutical company that
      is
      working to develop and commercialize a proprietary oral drug delivery system.
      Prior to joining Emisphere Technologies, Mr. Steinhart spent seven years at
      CW
      Group, Inc., a venture capital firm focused on medical and healthcare
      investments, where he was a General Partner and Chief Financial Officer. Mr.
      Steinhart has previously served as a director of a number of privately-held
      companies, including ARRIS Pharmaceuticals, Inc., a biotechnology company
      involved with rational drug design; Membrex, Inc., a laboratory equipment
      manufacturing company; and Photest, Inc., a diagnostics company. He began his
      career working as a certified public accountant and continues to be a New York
      State Certified Public Accountant. Mr. Steinhart holds a Bachelors of Business
      Administration and Masters of Business Administration from Pace
      University.





1


***Michael
      Weiser, M.D., Ph.D.,*** has
      served as a director of Manhattan since February 2003.  Dr. Weiser
      currently serves as founder and co-chairman of Actin Biomed, a position he
      has
      held since December 2006.  Previously, he served as Director of Research of
      Paramount BioSciences, Inc.  Dr. Weiser completed his Ph.D. in Molecular
      Neurobiology at Cornell University Medical College and received his M.D. from
      New York University School of Medicine, where he also completed a Postdoctoral
      Fellowship in the Department of Physiology and Neuroscience.  Dr. Weiser
      currently serves on the boards of directors of Hana Biosciences, Inc. (NASDAQ:
      HNAB), Chelsea Therapeutics International Ltd. (NASDAQ: CHTP), Emisphere
      Technologies Inc. (NASDAQ: EMIS), ZIOPHARM Oncology Inc. (NASDAQ: ZIOP), and
      VioQuest Pharmaceuticals Inc. (OTCBB: VQPH), as well as several other privately
      held biotechnology companies.




There
      are
      no family relationships among any of the executive officers, Directors and
      key
      employees of the Company.




**Biographical
      Summaries of Current Executive Officers**




**Name**
            
            **Age**
            
            **Position**Douglas
                Abel
            
            46
            
            President
                & Chief Executive Officer and DirectorMichael
                G. McGuinness
            
            54
            
            Chief
                Operating Officer, Chief Financial Officer &
                Secretary




***Douglas
      Abel*** has been
      President and Chief Executive Officer and a director of our company since April
      2005. His complete biography is set forth above under the caption “Biographical
      Summaries of Nominees for the Board of Directors.”





***Michael
      G. McGuinness*** has been
      our Chief Financial Officer and Secretary since July 2006. Mr. McGuinness was
      appointed Chief Operating Officer on April 1, 2008. Prior to joining Manhattan,
      Mr. McGuinness served as chief financial officer of Vyteris Holdings (Nevada),
      Inc. (OTCBB: VYHN), a product-based drug delivery company, from September 2001
      to April 2006, and from 1998 to 2001 he was chief financial officer of
      EpiGenesis Pharmaceuticals, a privately-held biotechnology company. Mr.
      McGuinness received a BBA in public accounting from Hofstra
      University.




None
      of
      our executive officers is related to any other executive officer or to any
      of
      our Directors.





**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our officers,
      directors and persons who are the beneficial owners of more than 10% of our
      common stock to file with the Securities and Exchange Commission (the "SEC")
      initial reports of ownership and reports of changes in ownership of our common
      stock. Officers, directors and beneficial owners of more than 10% of our common
      stock are required by SEC regulations to furnish us with copies of all Section
      16(a) forms they file. Based solely on a review of the copies of the Forms
      3, 4
      and 5 and amendments that we received with respect to transactions during 2007,
      we believe that all such forms were filed on a timely basis.





2




**Committees
      of the Board and Director Independence**




**Independence
      of the Board of Directors**




The
      Company's common stock has not been listed on a national securities exchange
      since the Company voluntarily de-listed its shares from the American Stock
      Exchange effective March 26, 2008 and therefore the Company is not subject
      to
      any corporate governance requirements regarding independence of board or
      committee members. However, the Company has chosen the definition of
      independence contained in the rules of the American Stock Exchange (the "AMEX")
      as benchmark to evaluate the independence of its directors. Under the AMEX
      listing standards, an "independent director" of a company means a person who
      is
      not an officer or employee of the company or its subsidiaries and who the board
      of directors has affirmatively determined does not have a relationship that
      would interfere with the exercise of independent judgment in carrying out the
      responsibilities of a director. After review of all relevant transactions or
      relationships between each director, or any of his family members, and
      Manhattan, its senior management and its independent registered public
      accounting firm, the Board has determined that all of our directors are
      independent directors within the meaning of the applicable AMEX listing
      standard, except for Mr. Abel, our President and Chief Executive Officer and
      Timothy McInerney.




**Board
      Committees**




The
      Board
      of Directors has three standing committees: an Audit Committee, a Compensation
      Committee and a Nominating and Corporate Governance Committee. The following
      table provides membership for each of the Board committees:




**Name
                of Committee**
            
            **Membership**Audit
            
            Messrs.
                Herskowitz, Hoenlein and Steinhart (Chair)Compensation
            
            Messrs.
                Herskowitz, Hoenlein, Steinhart and Weiser (Chair)Nominating
                and Governance
            
            Messrs.
                Herskowitz, Hoenlein and Steinhart
                (Chair)




***Audit
      Committee***




The
      Audit
      Committee oversees the Company’s accounting and financial reporting process. For
      these purposes, the Audit Committee performs several functions. For example,
      the
      Committee evaluates and assesses the qualifications of the independent
      registered public accounting firm; determines the engagement of the independent
      registered public accounting firm; determines whether to retain or terminate
      the
      existing independent registered public accounting firm; reviews and approves
      the
      retention of the independent registered public accounting firm to perform any
      non-audit services; reviews the financial statements to be included in the
      Company’s Annual Report on Form 10-K; and discusses with management and the
      independent registered public accounting firm the results of the annual audit
      and the results of the Company’s quarterly financial statements. The Board of
      Directors adopted a written Audit Committee Charter, a copy of which can be
      found on our company website at www.manhattanpharma.com .







Our
      Board
      of Directors has reviewed the definition of independence for Audit Committee
      members and has determined that each member of our Audit Committee is
      independent (as independence for audit committee members is currently defined
      under applicable SEC rules and the relevant AMEX listing standards. The Board
      has further determined that Mr. Steinhart qualifies as an “audit committee
      financial expert,” as defined by applicable rules of the SEC.





***Compensation
      Committee***




The
      Compensation Committee of the Board of Directors oversees our compensation
      policies, plans and programs. The Compensation Committee reviews and approves
      corporate performance goals and objectives relevant to the compensation of
      our
      executive officers and other senior management; reviews and recommends to the
      Board the compensation and other terms of employment of our Chief Executive
      Officer and our other executive officers; administers our equity incentive
      and
      stock option plans; and makes recommendations to the Board concerning the
      issuance of awards pursuant to those plans. All current members of the
      Compensation Committee, except for Dr. Weiser who serves as Chair of the
      Compensation Committee, are independent (as independence is currently defined
      under applicable AMEX listing standards). The Board of Directors has adopted
      a
      written charter of the Compensation Committee, a copy of which can be found
      on
      our company website at www.manhattanpharma.com .





3


***Nominating
      and Governance Committee***




The
      Nominating and Governance Committee considers and recommends to the Board
      persons to be nominated for election by the stockholders as directors. In
      addition to nominees recommended by directors, the Nominating and Governance
      Committee will consider nominees recommended by stockholders if submitted in
      writing to the Secretary of the Company at the address of Company’s principal
      offices. The Board believes that any candidate for director, whether recommended
      by stockholders or by the Board, should be considered on the basis of all
      factors relevant to the needs of the Company and the credentials of the
      candidate at the time the candidate is proposed. Such factors include relevant
      business and industry experience and demonstrated character and judgment. All
      current members of the Nominating and Corporate Governance Committee are
      independent (as independence is currently defined under applicable AMEX listing
      standards). The Board of Directors adopted a written charter of the Nominating
      and Governance Committee, a copy of which can be found on our company website
      at www.manhattanpharma.com .




**Communication
      with the Board of Directors**





Although
      we have not adopted a formal process for stockholder communications with our
      Board of Directors, we believe stockholders should have the ability to
      communicate directly with the Board so that their views can be heard by the
      Board or individual directors, as applicable, and that appropriate and timely
      responses are provided to stockholders. All communications regarding general
      matters should be directed to the Secretary of the Company at the address below
      and should prominently indicate on the outside of the envelope that it is
      intended for the complete Board of Directors or for any particular director(s).
      If no designation is made, the communication will be forwarded to the entire
      board. Stockholder communications to the Board should be sent to:




Corporate
      Secretary


Attention:
      Board of Directors [or name(s) of particular directors]


Manhattan
      Pharmaceuticals, Inc.


810
      Seventh Avenue, 4 th Floor


New
      York,
      NY 10019





**Code
      of Ethics**





We
      have
      adopted a Code of Business Conduct and Ethics that applies to all officers,
      directors and employees of our company. A copy of our Code of Business Conduct
      and Ethics is available on our company’s website at www.manhattanpharma.com .
      If we
      make any substantive amendments to the Code of Business Conduct and Ethics
      or
      grant any waiver from a provision of the code to an executive officer or
      director, we will promptly disclose the nature of the amendment or waiver by
      filing with the SEC a current report on Form 8-K.




4




**Item
      11. Executive Compensation.**





**Summary
      Compensation of Executive Officers**




The
      following table sets forth all of the compensation awarded to, earned by or
      paid
      to (i) each individual serving as our principal executive officer during our
      last completed fiscal year and (ii) the two most highly compensated executive
      officers, other than the principal executive officer, that served as an
      executive officer at the conclusion of the fiscal year ended December 31, 2007
      and who received total compensation in excess of $100,000 during such fiscal
      year (collectively, the “named executives”).




**Name
                and**
              **Principal**
              **Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Option
                Awards**
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compensation**
            
            **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
            
            **All
                Other**
              **Compensation**
            
            **Total****Douglas
                Abel**
              Chief
                Executive Officer and President
            
            2007
              
              2006
            
            $345,000
              
              $325,000
            
            $180,000(3)
              
              $150,000
            
            $910,224(5)
              
              $1,156,065(5)
            
            $0
              
              $0
            
            $0
              
              $0
            
            $42,333(4)
              
              $116,776(4)
            
            $1,477,557
              
              $1,748,841**Alan
                G. Harris**(1)
              Chief
                Medical Officer
            
            2007
              
              2006
            
            $288,333
              
              $252,083
            
            $0
              
              $107,500
            
            $292,530(5)
              
              $98,837(5)
            
            $0
              
              $0
            
            $0
              
              $0
            
            $9,000(6)
              
              $8,800(6)
            
            $589,863
              
              $467,220**Michael
                McGuinness**(2)
              Chief
                Operating and Financial Officer, Secretary
            
            2007
              
              2006
            
            $238,333
              
              $98,229
            
            $100,000(3)
              
              $60,000
            
            $95,528(5)
              
              $23,622(5)
            
            $0
              
              $0
            
            $0
              
              $0
            
            $9,000(6)
              
              $0
            
            $442,861
              
              $181,851


_________________________




(1)
            Dr.
                Harris was appointed our Chief Medical Officer on February 1, 2006.
                Dr.
                Harris’ employment with us ended effective December 31,
                2007.




(2)
            Mr.
                McGuinness was appointed our Chief Financial Officer on July 10,
                2006 and
                Chief Operating Officer on April 1,
                2008.




(3)
            The
                Company has accrued for such bonuses but has not paid such bonuses.
                Payment of such bonuses are contingent upon the Company raising additional
                financing and shall be paid as follows: (i) 50% will be paid when
                the
                Company has consummated a financing transaction with gross proceeds
                (net
                of commissions) to the Company of at least $1,000,000 and (ii) the
                remaining 50% will be paid when the Corporation has consummated a
                financing transaction with gross proceeds (net of commissions) to
                the
                Corporation of at least $2.5 million (cumulative, including the $1
                million
                financing transaction referred to
                above).




(4)
            For
                2007 represents a payment in the amount of $33,333, which represents
                the
                approximate amount of additional expense incurred by Mr. Abel relating
                to
                his commuting between Boston and New York and a tax “gross up” to cover
                the additional tax liability to Mr. Abel from such payment, and a
                matching
                contributions by us pursuant to our company’s 401(k) retirement plan of
                $9,000. For 2006 represents a payment in the amount of $83,333, which
                represents the approximate amount of additional expense incurred
                by Mr.
                Abel relating to his commuting between Boston and New York and a
                tax
                “gross up” to cover the additional tax liability to Mr. Abel from such
                payment, reimbursement of certain commuting expenses of $24,643 and
                a
                matching contributions by us pursuant to our company’s 401(k) retirement
                plan of $8,800.




(5)
            Represents
                the amount of share-based costs recognized by us during 2007 under
                SFAS
                No. 123(R). See Note 3 to our Consolidated Financial Statements included
                in our annual report for 2007 on Form 10-K and for 2006 on Form 10-KSB
                for
                the assumptions made in the valuation.




(6)
            Represents
                matching contributions by us pursuant to our company’s 401(k) retirement
                plan.




5







**Outstanding
      Equity Awards at Fiscal Year-End**




The
      following table sets forth information regarding the unexercised options held
      by
      each of our named executive officers as of December 31, 2007.




**Option
                Awards****Name**
            **Number
                of Securities Underlying Unexercised Options (#)
                Exercisable**
            **Number
                of Securities Underlying Unexercised Options (#)
                Unexercisable**
            **Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options (#)**
            **Option
                Exercise Price ($)**
            **Option
                Expiration Date****Douglas
                Abel**
            2,923,900
              0
            0
              250,000
            
            $1.50
              $0.95
            04/01/2015
              04/25/2017**Alan
                Harris**
            300,000
              100,000
            0
              0
            
            $1.35
              $0.95
            12/31/2009
              12/31/2009**Michael
                McGuinness**
            73,333
              20,000
              0
            146,667
              40,000
              320,000
            
            $0.70
              $1.35
              $0.95
            07/10/2016
              07/10/2016
              04/25/2017




**Employment
      Agreements**




***Douglas
      Abel.*** ** We
      entered into an employment agreement and an extension to that employment
      agreement with Mr. Abel dated April 1, 2005, whereby Mr. Abel agreed to serve
      as
      our President and Chief Executive Officer for a period of four years in exchange
      for (i) an annual base salary of $300,000, subject to a retroactive increase
      in
      the amount of $25,000 upon the Company’s completing a financing transaction of
      at least $5,000,000, (ii) a signing bonus in the amount of $200,000, which
      was
      payable in two installments during the first year of the agreement, (iii) a
      discretionary performance-based bonus in an amount equal to up to 50% of Mr.
      Abel’s base salary, and (iv) an option to purchase 2,923,900 shares of our
      common stock at $1.50 per share with three-year annual vesting, purchasable
      for
      a 10-year term. In accordance with the terms of his employment agreement and
      as
      a result of our private placement financing that we completed in August 2005,
      Mr. Abel’s salary was increased to $325,000 retroactive to April 1, 2005. The
      employment agreement contains customary provisions relating to confidentiality,
      work-product assignment, non-competition and non-solicitation. In the event
      Mr.
      Abel’s employment is terminated by us (other than for cause) during the term of
      the agreement, including a termination upon a change of control (as defined
      in
      the agreement), we are required to pay a severance payment ranging from between
      6 and 12 month of base salary, depending upon the circumstances of such
      termination.





***Alan
      G. Harris.*** ** We
      entered into an employment agreement with Dr. Harris dated January 26, 2006,
      whereby Dr. Harris agreed to serve as our Chief Medical Officer for a period
      of
      three years commencing on February 1, 2006. Mr. Harris’ employment with Company
      ended on December 31, 2007. The employment agreement provided that, in exchange
      for his services, Dr. Harris would receive (i) an annual base salary of
      $275,000; (ii) a guaranteed cash bonus of $50,000; (iii) an annual milestone
      bonus on each anniversary of the employment agreement during the term of the
      agreement in an amount up to 30% of his annual base salary, at the discretion
      of
      our chief executive officer and the Board; and (iv) an option to purchase
      300,000 shares of our common stock at an exercise price equal to the last
      closing sale price of our common stock on February 1, 2006, such options to
      vest
      in equal amounts over three years and be exercisable for a 10-year term. In
      the
      event Dr. Harris' employment is terminated by us upon a change of control and
      the fair market value of our common stock, as determined in the good faith
      discretion of the Board, is less than $40,000,000 on the date of the change
      of
      control, Dr. Harris shall continue to receive his base salary and benefits
      for a
      period of three months from the date of termination. In the event such
      termination is for a reason other than for cause or pursuant to a change of
      control, Dr. Harris shall be entitled to receive his base salary for a period
      of
      six months from the date of termination.





Dr.
      Harris executed a Separation and Release Agreement (the "Separation Agreement")
      with the Company which provides for, among other things, (i) the termination
      of
      Dr. Harris's employment effective December 31, 2007; (ii) continuation of his
      base salary through February 29, 2008 in accordance with the Company's standard
      payroll practices; (iii) the amendment of certain outstanding option grants
      to
      provide for the immediate vesting of the unvested portion of the grant issued
      on
      February 1, 2006 and the immediate vesting of one-third of the options granted
      on April 25, 2007 and to extend the expiration date of such option grants;
      and
      (iv) the waiver of the Company's right to enforce the covenants against
      competition contained in Section 6(a) of his employment agreement. The
      Separation Agreement further provides for mutual general releases.





6


***Michael
      G. McGuinness.*** ** Mr.
      McGuinness’ employment with us is governed by an employment agreement dated July
      7, 2006. The agreement provides for an initial three-year term of employment
      ending July 2009, subject to additional one-year renewal periods upon the mutual
      agreement of the parties. Pursuant to the agreement, Mr. McGuinness is entitled
      to an annual base salary of $205,000 and an annual bonus, payable in the
      discretion of our Board, of up to 30 percent of his annual base salary. Mr.
      McGuinness is also entitled to certain other fringe benefits that are made
      available to our senior executives from time to time, including medical and
      dental insurance and participation in our 401(k) plan.





In
      addition, in accordance with the terms of the employment agreement, we issued
      to
      Mr. McGuinness two 10-year stock options pursuant to our 2003 Stock Option
      Plan.
      The first option relates to 220,000 shares of common stock and is exercisable
      at
      a price of $0.70, the closing price of our common stock on the date of his
      employment agreement. The second option relates to 60,000 shares and is
      exercisable at a price of $1.35 per share. Both options vest in three annual
      installments commencing July 10, 2007. To the extent Mr. McGuinness’ employment
      with us is terminated prior to the end of such 10-year term, the options shall
      remain exercisable for a period of 90 days.





Mr.
      McGuinness’ employment agreement further provides that in the event we terminate
      his employment with us other than as a result of death, for “cause,”
“disability” or upon a “change of control” (as those terms are defined in the
      agreement), then (1) Mr. McGuinness will continue receiving his base salary
      and
      fringe benefits for a period of six months following such termination, provided,
      that our obligation to pay such compensation shall be offset by any amounts
      received by Mr. McGuinness from subsequent employment during such 6-month
      period, and (2) the vesting of the stock options issued to Mr. McGuinness in
      accordance with the employment agreement will accelerate and be deemed vested
      as
      of the date of termination and will remain exercisable for a period of 90 days
      following such termination. In the event we terminate Mr. McGuinness’ employment
      during the term of the agreement upon a “change of control” and, if at the time
      of such termination, the aggregate value of our outstanding common stock is
      less
      than $80 million, then (i) Mr. McGuinness will continue receiving his base
      salary and fringe benefits for a period of six months following such termination
      and (ii) the portions of the stock options issued in accordance with the
      employment agreement that have vested as of the date of such termination or
      that
      are scheduled to vest in the calendar year of such termination will be deemed
      vested and will remain exercisable for a period of 90 days following such
      termination.







**Compensation
      of Directors**




Non-employee
      directors are eligible to participate in the Company’s Non-employee Director
      Compensation Arrangement, which was adopted on January 30, 2007. Under the
      arrangement, non-employee directors are granted an option to purchase 50,000
      shares of common stock upon their initial election or appointment to the board.
      Thereafter on an annual basis, non-employee directors are entitled to an option
      to purchase 50,000 shares of common stock. Each non-employee director is
      entitled to a retainer of $20,000 per year, payable on a quarterly basis. In
      addition, each such director shall be entitled to a fee of $1,000 for each
      meeting of the Board attended in person, or $500 for attending a meeting by
      telephone or other electronic means. Each non-employee director serving on
      a
      committee of the Board is entitled to a fee of $1,000 for each meeting of such
      committee attended by such director in person, or $500 for attending a committee
      meeting by telephone or other electronic means. Each non-employee director
      is
      also entitled to reimbursement for reasonable out-of-pocket expenses incurred
      in
      connection with the performance of his service as a director, including without
      limitation, travel related expenses incurred in connection with attendance
      at
      Board or Board committee meetings.




7


The
      following table shows the compensation earned by each of our non-employee
      directors for the year ended December 31, 2007:




Name
            Fees
                Earned or
              Paid
                in
              Cash
            Option
              Awards(1)
            All
                Other
              Compensation
            TotalNeil
                Herskowitz
            $27,500
            $7,948(3)
            $0
            $35,448Malcolm
                Hoenlein
            $25,000
            $7,948(4)
            $0
            $32,948Timothy
                McInerney
            $24,000
            $7,948(5)
            $0
            $31,948Joan
                Pons Gimbert(2)
            $12,000
            $7,948(6)
            $0
            $19,948Richard
                I. Steinhart
            $27,000
            $7,948(7)
            $0
            $34,948Michael
                Weiser
            $24,500
            $7,948(8)
            $0
            $32,448







(1)
            Represents
                the amount of share-based costs recognized by us during 2006 under
                SFAS
                No. 123(R). See Note 3 to our Consolidated Financial Statements included
                in our annual report for 2006 on Form 10-KSB for the assumptions
                made in
                the valuation.




(2)
            Joan
                Pons Gimbert resigned from the Board in July
                2007.




(3)
            As
                of April 21, 2008, Mr. Herskowitz has options to purchase an aggregate
                of
                216,010 shares of our common stock.




(4)
            As
                of April 21, 2008, Mr. Hoenlein has options to purchase an aggregate
                of
                216,010 shares of our common stock.




(5)
            As
                of April 21, 2008, Mr. McInerney has options to purchase an aggregate
                of
                236,010 shares of our common stock.




(6)
            As
                of April 21, 2008, Mr. Pons Gimbert has options to purchase an aggregate
                of 133,334 shares of our common
                stock.




(7)
            As
                of April 21, 2008, Mr. Steinhart has options to purchase an aggregate
                of
                216,010 shares of our common stock.




(8)
            As
                of April 21, 2008, Mr. Weiser has options to purchase an aggregate
                of
                230,000 shares of our common stock.




**Compensation
      Committee Interlocks and Insider Participation**





There
      were no interlocks or other relationships with other entities among our
      executive officers and directors that are required to be disclosed under
      applicable SEC regulations relating to compensation committee interlocks and
      insider participation.




8


**Item
      12. Security Ownership of Certain Beneficial Owners and
      Management.**





The
      following table sets forth information regarding ownership of shares of our
      common stock, as of April 15, 2008:





o
              by
                  each person known by us to be the beneficial owner of 5% or moreof
                  our  common stock;





o
            by
                each of our directors and executive officers;
                and





o
            by
                all of our directors and executive officers as a
                group.





Except
      as
      otherwise indicated, each person and each group shown in the table has sole
      voting and investment power with respect to the shares of common stock
      indicated. For purposes of the table below, in accordance with Rule 13d-3 under
      the Securities Exchange Act of 1934, as amended, a person is deemed to be the
      beneficial owner, of any shares of our common stock over which he or she has
      or
      shares, directly or indirectly, voting or investment power or of which he or
      she
      has the right to acquire beneficial ownership at any time within 60 days. As
      used in this prospectus, "voting power" is the power to vote or direct the
      voting of shares and "investment power" includes the power to dispose or direct
      the disposition of shares. Common stock beneficially owned and percentage
      ownership as of April 15, 2008 was based on 70,624,232 shares outstanding.
      Unless otherwise indicated, the address of each beneficial owner is c/o
      Manhattan Pharmaceuticals, Inc., 810 Seventh Avenue, 4th Floor, New York, New
      York 10019.





**Name
                of Beneficial Owners, Officers and Directors**
            **Number
                of Shares**
              **Beneficially
                Owned**
            **Percentage**
              **Beneficially**
              **Owned**Douglas
                Abel(1)
            3,495,566
            4.7Michael
                McGuinness(2)
            576,667
            *Michael
                Weiser(3)
            2,538,651
            3.6Timothy
                McInerney(4)
            966,857
            1.3Neil
                Herskowitz(5)
            323,128
            *Richard
                I. Steinhart(6)
            154,977
            *Malcolm
                Hoenlien(7)
            150,535
            *All
                directors and officers as a group(8)(7
                persons)
            8,206,381
            10.8Joan
                Pons Gimbert(9)
              Josep
                Samitier 1-5, Barcelona Science Park
              08028
                Barcelona, Spain
            4,092,483
            5.8Lester
                Lipschutz(10)
              1650
                Arch Street, Philadelphia, PA 19103
            8,941,873
            12.7Lindsay
                Rosenwald(11)
              787
                Seventh Avenue
              New
                York, NY 10019
            4,224,268
            5.9Nordic
                Biotech Venture Fund II K/S(12)
              Ostergrade
                5, 3rd floor, DK-1100
              Copenhagen
                K, Denmark
            25,000,000
            26.1








*
      Less
      than 1.0%




9




(1)
            Includes
                3,440,566 shares issuable upon exercise of vested portions of
                options.(2)
            Includes
                566,667 shares issuable upon exercise of vested portions of
                options.(3)
            Includes
                163,334 shares issuable upon the exercise of vested portions of options,
                and 127,754 shares issuable upon exercise of
                warrants.(4)
            Includes
                183,334 shares issuable upon exercise of vested portions of options;
                and
                115,863 shares issuable upon exercise of
                warrants.(5)
            Includes
                149,344 shares issuable upon exercise of vested portions of options,
                and
                19,444 shares issuance upon exercise of warrants; 77,288 shares held
                by
                Riverside Contracting, LLC, a limited liability company of which
                Mr.
                Herskowitz is a member holding 50% ownership and 44,168 shares held
                by
                ReGen Capital II, LLC, a limited liability company of which Mr. Herskowitz
                is a member holding 50% ownership.(6)
            Includes
                149,344 shares issuable upon exercise of vested portions of
                options.(7)
            Includes
                149,344 shares issuable upon exercise of vested portions of
                options.(8)
            Includes
                4,801,933 shares issuable upon exercise of vested portions of options;
                263,061 shares issuable upon the exercise of warrants; 77,288 shares
                held
                by Riverside Contracting, LLC, a limited liability company of which
                Mr.
                Herskowitz is a member holding 50% ownership and 44,168 shares held
                by
                ReGen Capital II, LLC, a limited liability company of which Mr. Herskowitz
                is a member holding 50% ownership.(9)
            Includes
                3,957,037 shares held by Oleoyl-Estrone Developments ("OED") and
                133,334
                shares issuable upon exercise of options which are currently exercisable.
                Mr. Pons is the chief executive officer of OED. Mr. Pons disclaims
                beneficial ownership of the shares owned by OED.(10)
            Includes
                8,941,873 shares of Common Stock held by separate trusts for the
                benefit
                of Dr. Rosenwald or his family with respect to which Mr. Lipschutz
                is
                either trustee or investment manager and in either case has investment
                and
                voting power. Mr. Lipschutz disclaims beneficial ownership of these
                shares, except to the extent of his pecuniary interest therein, if
                any.  The foregoing information is derived from a Schedule 13G filed
                on behalf of the reporting person on August 1, 2007(11)
            Includes
                3,183,497 shares held directly by Dr. Rosenwald, 1,040,658 shares
                issuable
                upon the exercise of warrants, 80 shares held by the Dr. Rosenwald's
                wife,
                over which Dr. Rosenwald may be deemed to have sole voting and dispositive
                power, although he disclaims beneficial ownership of such shares
                except
                with regard to his pecuniary interest therein, if any, and 33 shares
                held
                by Dr. Rosenwald’s children, over which Dr. Rosenwald may be deemed to
                have sole voting and dispositive power, although he disclaims beneficial
                ownership of such shares except with regard to his pecuniary interest
                therein, if any. The foregoing information is derived from a Schedule
                13G/A filed on behalf of the reporting person on February 13,
                2008.(12)
            Includes
                (i)17,857,143
                shares are issuable upon exercise of Nordic's right to put, or our
                right
                to call, all or a portion of Nordic's equity interest in Hedrin
                Pharmaceuticals General Partner ApS, a Danish limited partnership,
                of
                which we and Nordic are partners, and (ii) 7,142,857 shares are issuable
                upon exercise of an outstanding warrant held by the selling
                securityholder. Does not include 17,857,143 additional shares which
                may
                become issuable upon exercise of Nordic's right to put, or our right
                to
                call, all or a portion of Nordic's equity interest in Hedrin
                Pharmaceuticals General Partner ApSupon
                the FDA's determination that Hedrin is a medical device prior to
                September
                30, 2008 and Nordic's investment of an additional $2.5 million in
                exchange
                in Hedrin Pharmaceuticals General Partner
                ApS.




10





**Equity
      Compensation Plans**





The
      following table summarizes securities authorized for issuance under our equity
      compensation plans as of December 31, 2007:





**Plan
                Category**
            
            **(a)**
              **Number
                Of Securities**
              **To
                Be Issued Upon**
              **Exercise
                Of**
              **Outstanding
                Options,**
              **Warrants
                and Rights**
            
            **(b)**
              **Weighted-Average**
              **Exercise
                Price Of**
              **Outstanding
                Options,**
              **Warrants
                and Rights**
            
            **(c)**
              **Number
                Of Securities**
              **Remaining
                Available For**
              **Future
                Issuance Under**
              **Equity
                Compensation**
              **Plans
                (Excluding**
              **Securities
                Reflected**
              **In
                Column (a))**Equity
                Compensation Plan Approved by Shareholders
            
            
            8,033,838
            
            
            $1.26
            
            
            3,475,626Equity
                Compensation Plan Not Approved by Shareholders
            
            
            0
            
            
            
            
            
            0TOTAL
            
            
            8,033,838
            
            
            $1.26
            
            
            3,475,626







11


**Item
      13. Certain Relationships and Related Transactions.**





***Oleoylestrone
      Developments, SL***




Pursuant
      to the terms of a license agreement dated February 15, 2002 between us and
      Oleoylestrone Developments, SL, or OED, which was terminated in November 2007,
      we had an exclusive, worldwide license to U.S. and foreign patents and patent
      applications relating to certain technologies. Although we were not obligated
      to
      pay royalties to OED, the license agreement required us to make certain
      performance-based milestone payments. As of April 15, 2008, OED held
      approximately 5.6% of our outstanding common stock. Additionally, Mr. Pons,
      a
      member of our board of directors, is the chief executive officer of
      OED.





We
      also
      entered into a consulting agreement with OED, which became effective in February
      2002 and was terminated along with the termination of the license agreement
      in
      November 2007. Pursuant to our consulting agreement, we paid OED a fee of $6,250
      per month The fees associated with the consulting agreement were expensed as
      incurred. Pursuant the consulting agreement, OED agreed to appoint a member
      to
      serve as a member of our Scientific Advisory Board and to render consulting
      and
      advisory services to us. Such services included research, development and
      clinical testing of our technology as well as the reporting of the findings
      of
      such tests, assistance in the filing of patent applications and oversight and
      direction of efforts in regards to personnel for clinical development. For
      the
      periods ended December 31, 2007 and 2006 and from inception, fees paid to OED
      were $68,750, $325,000 and $931,250, respectively.





***Paramount
      BioCapital, Inc.***




In
      February 2007, we engaged Paramount BioCapital, Inc., as our placement agent
      in
      connection with the private placement. In consideration for its services, we
      paid aggregate cash commissions of approximately $600,000 and issued to
      Paramount a 5-year warrant to purchase an aggregate of 509,275 shares at an
      exercise price of $1.00 per share. At the time of the engagement, Timothy
      McInerney was an employee of Paramount BioCapital, Inc. or one of its
      affiliates. The sole shareholder of Paramount BioCapital, Inc. is Lindsay A.
      Rosenwald, M.D. Dr. Rosenwald beneficially owns more than 5 percent of our
      common stock. On March 30, 2007, we entered into a series of subscription
      agreements with various institutional and other accredited investors for the
      issuance and sale in a private placement of an aggregate of 10,185,502 shares
      of
      our common stock for total gross proceeds of approximately $8.56 million. Of
      the
      total amount of shares issued, 10,129,947 were sold at a per share price of
      $0.84, and an additional 55,555 shares were sold to an entity affiliated with
      Neil Herskowitz, a director of Manhattan, at a per share price of $0.90, the
      closing sale price of our common stock on March 29, 2007. Pursuant to the
      subscription agreements, we also issued to the investors 5-year warrants to
      purchase an aggregate of 3,564,897 shares of our common stock at an exercise
      price of $1.00 per share. The warrants are exercisable during the period
      commencing September 30, 2007 and ending March 30, 2012.





***Private
      Placement***





As
      described above, on March 30, 2007, we issued and sold in a private placement
      transaction an aggregate of 10,185,502 shares of our common stock. Of the total
      amount of shares issued, 10,129,947 were sold at a per share price of $0.84,
      and
      an additional 55,555 shares were sold to an entity affiliated with Neil
      Herskowitz, a director of Manhattan, at a per share price of $0.90, the closing
      sale price of our common stock on March 29, 2007. In addition to the shares
      of
      common stock, we also issued to the investors 5-year warrants to purchase an
      aggregate of 3,564,897 shares of our common stock at an exercise price of $1.00
      per share. The warrants are exercisable during the period commencing September
      30, 2007 and ending March 30, 2012. Accordingly, we received net proceeds of
      $7.9 million from the sale of these shares and warrants. We engaged Paramount
      BioCapital, Inc., as our placement agent in connection with the private
      placement, as discussed above.




***The
      Hedrin JV***





We
      and
      Nordic Biotech Advisors ApS, through its investment fund, Nordic Biotech Venture
      Fund II K/S, entered into a joint venture agreement on January 31, 2008, which
      was amended on February 18, 2008, pursuant which (i) Nordic contributed cash
      in
      the amount of $2.5 million to Hedrin Pharmaceuticals General Partner ApS, a
      newly formed Danish limited partnership, or the Hedrin JV, in exchange for
      50%
      of the equity interests in the Hedrin JV, and (ii) we contributed certain assets
      to North American rights (under license) to our Hedrin product to the Hedrin
      JV
      in exchange for $2.0 million in cash and 50% of the equity interests in the
      Hedrin JV. Pursuant to the joint venture agreement, if the FDA determines that
      Hedrin is a medical device prior to September 30, 2008, Nordic is required
      to
      pay an additional $2.5 million in exchange for an additional equity interest
      in
      the Hedrin JV and we will be entitled to receive from the Hedrin JV $1.5 million
      in cash and additional equity interests in the Hedrin JV such that Nordic and
      we
      each will have a 50% equity interest in the Hedrin JV. Pursuant to the terms
      of
      the joint venture agreement, Nordic has the right to nominate one person for
      election or appointment to our board of directors.





12


The
      Hedrin JV will be responsible for the development and commercialization of
      Hedrin for the North American market and all associated costs including clinical
      trials, if required, regulatory costs, patent costs, and future milestone
      payments owed to Thornton & Ross Ltd., or T&R, the licensor of Hedrin.
      The Hedrin JV will engage us to provide management services to the Hedrin JV
      in
      exchange for an annualized management fee, which for 2008, on an annualized
      basis, is $527,000. The profits of the Hedrin JV will be shared by us and Nordic
      in accordance with our respective equity interests in the Hedrin JV, of which
      we
      each currently hold 50%, except that Nordic is entitled to receive a minimum
      return each year from the Hedrin JV equal to 6% on Hedrin sales, as adjusted
      for
      any change in Nordic’s equity interest in the Hedrin JV, before any distribution
      is made to us. If the Hedrin JV realizes a profit in excess of the Nordic
      minimum return in any year, then such excess shall first be distributed to
      us
      until our distribution and the Nordic minimum return are in the same ratio
      as
      our respective equity interests in the Hedrin JV and then the remainder, if
      any,
      is distributed to Nordic and us in the same ratio as our respective equity
      interests. However, in the event of a liquidation of the Hedrin JV, Nordic’s
      distribution in liquidation must equal to the amount Nordic invested in the
      Hedrin JV ($5 million if the payment milestone described above is met, $2.5
      million if it is not met) plus 10% per year, less the cumulative distributions
      received by Nordic from the Hedrin JV before any distribution is made to us.
      If
      the Hedrin JV’s assets in liquidation exceed the Nordic liquidation preference
      amount, then any excess shall first be distributed to us until our distribution
      and the Nordic liquidation preference amount are in the same ratio as our
      respective equity interests in the Hedrin JV and then the remainder, if any,
      is
      distributed to Nordic and us in the same ratio as our respective equity
      interests. Further, in no event shall Nordic’s distribution in liquidation be
      greater than assets available for distribution in liquidation.




The
      Hedrin JV's board of directors will consist of four members, two members
      appointed by us and two members appointed by Nordic. Nordic has the right to
      appoint one of the directors as chairman of the board. The chairman has certain
      tie breaking powers. In the event that the payment milestone described above
      is
      not achieved by June 30, 2008, then the Hedrin JV 's board of directors will
      increase to five members, two appointed by us and three appointed by
      Nordic.




Pursuant
      to the joint venture agreement, Nordic has the right to put all or a portion
      of
      its interest in the Hedrin JV in exchange for such number of shares of our
      common stock equal to the amount of Nordic’s investment in the Hedrin JV divided
      by $0.14, as adjusted from time to time for stock splits and other specified
      events, multiplied by a conversion factor, which is (i) 1.00 for so long as
      Nordic's distributions from the Hedrin JV are less than the amount of its
      investment, (ii) 1.25 for so long as Nordic's distributions from the Hedrin
      JV
      are less than two times the amount of its investment but greater than or equal
      to the amount of its investment amount, (iii) 1.50 for so long as Nordic's
      distributions from the Hedrin JV are less than three times the amount of its
      investment but greater than or equal to two times the amount of its investment
      amount, (iv) 2.00 for so long as Nordic's distributions from the Hedrin JV
      are
      less than four times the amount of its investment but greater than or equal
      to
      three times the amount of its investment amount and (v) 3.00 for so long as
      Nordic’s distributions from Hedrin JV are greater than or equal to four times
      the amount of its investment. The put right expires upon the earlier to occur
      of
      (i) February 25, 2018 and (ii) 30 days after the date when Nordic's
      distributions from the Hedrin JV exceed five times the amount Nordic has
      invested in the Hedrin JV (or 10 days after such date if we have provided Nordic
      notice thereof).





Pursuant
      to the joint venture agreement, we have the right to call all or a portion
      of
      Nordic's equity interest in the Hedrin JV in exchange for such number of shares
      of our common stock equal to the portion of Nordic's investment in the Hedrin
      JV
      that we call by the dollar amount of Nordic's investment as of such date in
      the
      Hedrin JV, divided by $0.14, as adjusted from time to time for stock splits
      and
      other specified events. The call right is only exercisable by us if the price
      of
      our common stock has closed at or above $1.40 per share for 30 consecutive
      trading days. During the first 30 consecutive trading days in which our common
      stock closes at or above $1.40 per share, we may exercise up to 25% of the
      call
      right. During the second 30 consecutive trading days in which our common stock
      closes at or above $1.40 per share, we may exercise up to 50% of the call right
      on a cumulative basis. During the third consecutive 30 trading days in which
      our
      common stock closes at or above $1.40 per share, we may exercise up to 75%
      of
      the call right on a cumulative basis. During the fourth consecutive 30 days
      in
      which our common stock closes at or above $1.40 per share, we may exercise
      up to
      100% of the call right on a cumulative basis. Nordic may refuse the call, either
      by paying $1.5 million multiplied by the percentage of Nordic's investment
      being
      called or forfeiting an equivalent portion of the put right, calculated on
      a pro
      rata basis for the percentage of the Nordic equity interest called by us. The
      call right expires on February 25, 2013.





13


In
      connection with our joint venture agreement, on February 25, 2008, Nordic paid
      us a non-refundable fee of $150,000 in exchange for the right to receive a
      warrant to purchase up to 7,142,857 shares of our common stock at $0.14 per
      share, as adjusted from time to time for stock splits and other specified
      events, if Nordic did not exercise all or part of its put right on or before
      April 30, 3008. As of April 30, 2008, Nordic had not exercised all or any
      portion of its put right and we issued the warrant to Nordic.





We
      believe that all of the transactions set forth above were made on terms no
      less
      favorable to us than could have been obtained from unaffiliated third parties.
      All such transactions have been reviewed by the audit committee of our Board
      of
      Directors and approved by them. All future transactions between us and our
      officers, directors and principal shareholders and their affiliates will be
      on
      terms no less favorable than could be obtained from unaffiliated third parties
      and will be approved by our audit committee or another independent committee
      of
      our Board of Directors.





**Item
      14. Principal Accounting Fees and Services.**





The
      following is a summary of the fees billed to us by J.H. Cohn LLP, our
      independent registered public accounting firm, for professional services
      rendered for fiscal years ended December 31, 2007 and 2006:




**J.H.
                Cohn LLP****Fee
                Category**
            
            **Fiscal
                2007 Fees**
            
            **Fiscal
                2006 Fees**Audit
                Fees
            
            $
            103,940
            
            $
            100,111Audit-Related
                Fees (1)
            
            
            11,520
            
            
            22,943Tax
                Fees (2)
            
            
            18,708
            
            
            21,165All
                Other Fees (3)
            
            
            -
            
            
            -Total
                Fees
            
            $
            134,168
            
            $
            144,219





(1)
            Audit-Related
                Fees consist principally of assurance and related services that are
                reasonably related to the performance of the audit or review of the
                Company’s financial statements but not reported under the caption “Audit
                Fees.” These fees include review of registration
                statements.




(2)
            Tax
                Fees consist of fees for tax compliance, tax advice and tax
                planning.




(3)
            All
                Other Fees consist of aggregate fees billed for products and services
                provided by the independent registered public accounting firm, other
                than
                those disclosed above.







**Policy
      on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
      of
      Independent Registered Public Accounting Firm**




At
      present, our audit committee approves each engagement for audit or non-audit
      services before we engage our independent registered public accounting firm
      to
      provide those services. Our audit committee has not established any pre-approval
      policies or procedures that would allow our management to engage our independent
      registered public accounting firm to provide any specified services with only
      an
      obligation to notify the audit committee of the engagement for those services.
      None of the services provided by our independent registered public accounting
      firm for fiscal 2007 was obtained in reliance on the waiver of the pre-approval
      requirement afforded in SEC regulations.




14




**EXHIBIT
      INDEX**




Exhibit
                No.
            Description
                of Exhibit31.1†
            Certifications
                of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted
                Pursuant
                to Section 302 of the Sarbanes-Oxley Act of 200231.2†
            Certifications
                of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted
                Pursuant
                to Section 302 of the Sarbanes-Oxley Act of
                2002







†
            Filed
                herewith. All other exhibits previously filed.















15


SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized this 29th day of April
      2008.




MANHATTAN
                PHARMACEUTICALS, INC.By: 
                /s/ Douglas AbelDouglas
                AbelChief
                Executive Officer and President





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following duly authorized executive officers on behalf
      of
      the Registrant and in the capacities and on April 29, 2008.




Signature
            Title/s/
                Douglas Abel
              
              Douglas
                Abel
            Chief
                Executive Officer, President and Director
              (principal
                executive officer)/s/
                Michael G. McGuinness
              
              Michael
                G. McGuinness
            Chief
                Operating and Financial Officer
              (principal
                accounting and financial officer),
                Secretary




16