UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               AMENDMENT NO. 1 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 June 30, 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,
$.01 par value, outstanding.

<PAGE>

                                INTRODUCTORY NOTE

         This Amendment No. 1 to the Quarterly Report on Form 10-QSB (the
"10-QSB/A") for Manhattan Pharmaceuticals, Inc. (the "Company") for the quarter
ended June 30, 2003, as filed with the Securities and Exchange Commission
("SEC") on August 14, 2003, is being filed solely for the purpose of amending
Exhibit 10.1 thereto and correcting the exhibit index accordingly. The amendment
to Exhibit 10.1 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 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

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
     10.1         License Agreement dated April 4, 2003 between the Registrant and NovaDel Pharma,
                  Inc.**

     31.1         Certification of Chief Executive Officer.*

     31.2         Certification of Chief Financial Officer.*

     32.1         Certifications  of Chief Executive and Chief Financial Officer pursuant to Section 906 of
                  the  Sarbanes-Oxley  Act of 2002.*
</TABLE>

------------------
*     As previously filed.

**    Filed herewith.  Portions of this exhibit have been omitted  pursuant to a
      request for confidential treatment and have been filed separately with the
      Commission  pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
      as amended.

<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

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
     10.1         License Agreement dated April 4, 2003 between the Registrant and NovaDel Pharma,
                  Inc.**

     31.1         Certification of Chief Executive Officer.*

     31.2         Certification of Chief Financial Officer.*

     32.1         Certifications  of Chief Executive and Chief Financial Officer pursuant to Section 906 of
                  the  Sarbanes-Oxley  Act of 2002.*
</TABLE>

------------------
*     As previously filed.

**    Filed herewith.  Portions of this exhibit have been omitted  pursuant to a
      request for confidential treatment and have been filed separately with the
      Commission  pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
      as amended.