UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               AMENDMENT NO. 2 TO

                                  FORM 10-QSB/A

  [X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934

                 For the quarterly period ended March 31, 2003

                                       OR

  [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

               For the transition period from _______ to _______

                         Commission file number 0-27282

                         MANHATTAN PHARMACEUTICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                             36-3898269
    (State or other jurisdiction of     (I.R.S. Employer Identification No.)
     incorporation or organization)

            787 Seventh Avenue, 48th Floor, New York, New York 10019
                    (Address of principal executive offices)

                                 (212) 554-4525
                           (Issuer's telephone number)

              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Check whether the issuer: (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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

As of March 11, 2004, there were 26,731,033 shares of the issuer's common stock,
$.001 par value, outstanding.


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<PAGE>

                                INTRODUCTORY NOTE

         This Amendment No. 2 to the Quarterly Report on Form 10-QSB (the
"10-QSB/A") for Manhattan Pharmaceuticals, Inc. (the "Company") for the quarter
ended March 31, 2003, as originally filed with the Securities and Exchange
Commission ("SEC") on May 15, 2003, is being filed solely for the purpose of
amending Exhibit 10.6 thereto and correcting the exhibit index accordingly. The
amendment to Exhibit 10.6 is based upon the SEC's review of the Company's
confidentiality treatment request previously filed with respect to such exhibit.

         This 10-QSB/A does not reflect events occurring after the filing of the
original Form 10-QSB or Amendment No. 1 thereto filed on August 11, 2003, or
modify or update the disclosures therein in any way other than as required to
reflect the amendment set forth above. The filing of this Form 10-QSB/A shall
not be deemed an admission that the original filing, when made, included any
untrue statement of a material fact or omitted to state a material fact
necessary to make a statement not misleading.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

  Exhibit No.     Description
  ----------      -----------

      3.1         Certificate of incorporation, as amended through February 21,
                  2003 (incorporated by reference to the same exhibit number to
                  the Registrant's Annual Report on Form 10-KSB for the year
                  ended December 31, 2002).*

      4.1         Form of warrant issued by Manhattan Research Development,
                  Inc., which automatically converted into warrants to purchase
                  shares of the Registrant's common stock upon the merger
                  transaction with such company.*

     10.1         Third Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and Frederic. P. Zotos.*

     10.2         Third Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and A. Joseph Rudick.*

     10.3         Second Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and Nicholas J. Rossettos.*

     10.4         Employment Agreement dated January 2, 2003, between Manhattan
                  Research Development, Inc. and Leonard Firestone, as assigned
                  to the Registrant effective as of February 21, 2003.*

     10.5         Employment Agreement dated February 28, 2003, between the
                  Registrant and Nicholas J. Rossettos.*

     10.6         License Agreement dated on or about February 28, 2002 between
                  Manhattan Research Development, Inc. (f/k/a Manhattan
                  Pharmaceuticals, Inc.) and Oleoyl-Estrone Developments SL.**

     99.1         Certifications of Chief Executive and Chief Financial
                  Officer.*
------------------
*     As previously filed.

**    Filed herewith.


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<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 MANHATTAN PHARMACEUTICALS, INC.


Date: March 11, 2004             By: /s/  Leonard Firestone
                                   ---------------------------------------------
                                          Leonard Firestone
                                          President and Chief Executive Officer


Date: March 11, 2004             By: /s/  Nicholas J. Rossettos
                                   ---------------------------------------------
                                          Nicholas J. Rossettos
                                          Chief Financial Officer

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<PAGE>

                                  EXHIBIT INDEX

  Exhibit No.     Description
  ----------      -----------

      3.1         Certificate of incorporation, as amended through February 21,
                  2003 (incorporated by reference to the same exhibit number to
                  the Registrant's Annual Report on Form 10-KSB for the year
                  ended December 31, 2002).*

      4.1         Form of warrant issued by Manhattan Research Development,
                  Inc., which automatically converted into warrants to purchase
                  shares of the Registrant's common stock upon the merger
                  transaction with such company.*

     10.1         Third Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and Frederic. P. Zotos.*

     10.2         Third Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and A. Joseph Rudick.*

     10.3         Second Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and Nicholas J. Rossettos.*

     10.4         Employment Agreement dated January 2, 2003, between Manhattan
                  Research Development, Inc. and Leonard Firestone, as assigned
                  to the Registrant effective as of February 21, 2003.*

     10.5         Employment Agreement dated February 28, 2003, between the
                  Registrant and Nicholas J. Rossettos.*

     10.6         License Agreement dated on or about February 28, 2002 between
                  Manhattan Research Development, Inc. (f/k/a Manhattan
                  Pharmaceuticals, Inc.) and Oleoyl-Estrone Developments SL.**

     99.1         Certifications of Chief Executive and Chief Financial
                  Officer.*
------------------
*     As previously filed.

**    Filed herewith.

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