SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ABEL DOUGLAS

(Last) (First) (Middle)
810 SEVENTH AVENUE, 4TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MANHATTAN PHARMACEUTICALS INC [ MHTT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/20/2005 P 5,000 A $1.2932 15,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option $1.5 (1) 04/01/2015 Common Stock 2,923,900 2,923,900 D
Explanation of Responses:
1. 974,634 shares vest on 11/1/05; 974,633 shares vest on each of 11/1/06 and 11/1/07.
/s/ Nicholas J. Rossettos as attorney-in-fact for Douglas Abel 10/21/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
	POWER OF ATTORNEY

	For Executing Forms 3, 4 and 5

Know all by these presents, that the undersigned hereby
constitutes and appoints Nicholas Rossettos and Charlotte Chernow,
signing individually, his true and lawful attorneys-in-fact to:

1.	Execute for and on behalf of the undersigned Initial
Statements of Beneficial Ownership of Securities on
Form 3, Statements of Changes of Beneficial Ownership
of Securities on Form 4 and Annual Statements of
Beneficial Ownership of Securities n Form 5, for the
purpose of reporting transactions by the undersigned in
securities issued by Manhattan Pharmaceuticals, Inc. in
accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

2.	Do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete the execution of any such Form 3, 4 or 5 and
the timely filing thereof with the United States
Securities and Exchange Commission and any other
applicable governmental or regulatory authority; and

3.	Take any other action of any type whatsoever in
connection with the foregoing which in the opinion of
such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his
discretion.

The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as such attorney-in-fact might or could
do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-
in-fact, or his substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights
and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and
5 with respect to the undersigned's holdings of and transactions in
securities issued by Manhattan Pharmaceuticals, Inc., unless
earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney as of this  11th  day of August, 2005.

			    /s/ Douglas Abel

			(signature)

			_____Douglas Abel
			(print name)
				10/20/2005

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