Delaware (State or other jurisdiction of incorporation or organization)

36-3898269 (I.R.S. Employer Identification No.)

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PART I	FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations	4
	Unaudited Condensed Consolidated Statement of Stockholders’ Equity (Deficiency)	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Controls and Procedures	14
PART II	OTHER INFORMATION
Item 2.	Changes in Securities	15
Item 6.	Exhibits and Reports on Form 8-K	15
	Signatures	16

Forward-Looking Statements

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MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)

On November 7, 2003, the Company completed a private placement of 1,000,000 shares of its newly-designated Series A Convertible Preferred Stock at a price of $10 per share, resulting in gross proceeds to the Company of $10,000,000 (net proceeds of $9,046,176). Each share of Series A Convertible Preferred Stock is convertible at the holder's election into shares of the company's common stock at a conversion price of $1.10 per share. In addition, each share at the option of the holders is convertible into 9.09 shares of common stock. The Series A Convertible Preferred Stock has a payment-in-kind dividend of 5 percent payable semi-annually. Accordingly, at March 31, 2004, the Company recorded a preferred stock dividend of $212,123.

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	MANHATTAN PHARMACEUTICALS, INC.
Date: May 14, 2004	By:	/s/ Leonard Firestone
		Leonard Firestone President and Chief Executive Officer

Date: May 14, 2004	By:	/s/ Nicholas J. Rossettos
		Nicholas J. Rossettos Chief Financial Officer and Chief Operating Officer

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                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Leonard Firestone, certify that:

1.   I have reviewed this Quarterly Report on Form 10-QSB of Manhattan
     Pharmaceuticals, Inc. (the "Registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this report;

4.   The Registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the Registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

     (b) Evaluated the effectiveness of the Registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the Registrant's internal
     control over financial reporting that occurred during the Registrant's most
     recent fiscal quarter (the Registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the Registrant's internal control over financial
     reporting; and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the Registrant's ability to record, process,
     summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Registrant's internal control
     over financial reporting.

Date: May 14, 2004                      /s/ Leonard Firestone
                                        Leonard Firestone
                                        President and Chief Executive Officer

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Nicholas J. Rossettos, certify that:

1.   I have reviewed this Quarterly Report on Form 10-QSB of Manhattan
     Pharmaceuticals, Inc. (the "Registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this report;

4.   The Registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) for the small business issuer and have:

     (a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the Registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

     (b) Evaluated the effectiveness of the Registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the Registrant's internal
     control over financial reporting that occurred during the Registrant's most
     recent fiscal quarter (the Registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the Registrant's internal control over financial
     reporting; and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the Registrant's ability to record, process,
     summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Registrant's internal control
     over financial reporting.

Date: May 14, 2004                        /s/ Nicholas J. Rossettos
                                          -------------------------------------
                                          Nicholas J. Rossettos
                                          Chief Financial Officer and Chief
                                          Operating Officer

                                                                    EXHIBIT 32.1

                                  CERTIFICATION
                                       OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

         Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Manhattan
Pharmaceuticals, Inc. do hereby certify that:

                  (a) the Quarterly Report on Form 10-QSB of Manhattan
Pharmaceuticals, Inc. for the quarter ended September 30, 2003 (the "Report:)
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

                  (b) information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of
Manhattan Pharmaceuticals, Inc.

Dated: May 14, 2004                     /s/ Leonard Firestone
                                        ----------------------------------------
                                        Leonard Firestone
                                        President and Chief Executive Officer

Dated: May 14, 2004                     /s/ Nicholas J. Rossettos
                                        ----------------------------------------
                                        Nicholas J. Rossettos
                                        Chief Financial Officer and Chief
                                        Operating Officer