Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Johnson Steven Andrew
 2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2007		 3. Issuer Name and Ticker or Trading Symbol
CORTEX PHARMACEUTICALS INC/DE/ [COR]
(Last)
(First)
(Middle)
15241 BARRANCA PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Preclinical Development
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92618		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,000
D
 
Common Stock 2,350
I
Consists of shares beneficially owned by spouse.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock 12/22/2000 12/22/2008 Common Stock 8,750 $ 0.375 D  
Options to Purchase Common Stock 12/17/2002 12/17/2009 Common Stock 25,000 $ 0.745 D  
Options to Purchase Common Stock 12/16/2005 12/16/2012 Common Stock 30,000 $ 0.75 D  
Options to Purchase Common Stock 12/09/2006 12/09/2013 Common Stock 50,000 $ 2.76 D  
Options to Purchase Common Stock   (1) 12/16/2014 Common Stock 100,000 $ 2.68 D  
Options to Purchase Common Stock   (2) 12/01/2015 Common Stock 100,000 $ 2.35 D  
Options to Purchase Common Stock   (3) 12/18/2016 Common Stock 150,000 $ 1.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Steven Andrew
15241 BARRANCA PARKWAY
IRVINE, CA 92618		       VP, Preclinical Development  

Signatures

Steven A. Johnson 02/07/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The options become exercisable in three equal annual installments beginning on December 16, 2005.
(2) The options become exercisable in three equal annual installments beginning on December 1, 2006.
(3) The options become exercisable in three equal annual installments beginning on December 18, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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