FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * McGuinness Michael   2. Issuer Name and Ticker or Trading Symbol MANHATTAN PHARMACEUTICALS INC [MHAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO & CFO (Last) (First) (Middle) C/O MANHATTAN PHARMACEUTICALS, INC., 48 WALL STREET, SUITE 1110 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2010 (Street) NEW YORK, NY 10005 4. If Amendment, Date 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 (City) (State) (Zip) 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               10,000 D

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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 Underlying Securities (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 of Derivative Security: 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

Stock Options

$ 0.7

(1)

07/10/2016

Common Stock

220,000

220,000

D

Stock Options

$ 1.35

(2)

07/10/2016

Common Stock

60,000

60,000

D

Stock Options

$ 0.95

(3)

04/25/2017

Common Stock

320,000

320,000

D

Stock Options

$ 0.17

(4)

03/25/2018

Common Stock

1,100,000

1,100,000

D

Warrant

$ 0.2

(5)

09/10/2013

Common Stock

24,000

24,000

D

Stock Options

$ 0.07

03/03/2010

A(6)

2,000,000

(7)

03/02/2020

Common Stock

2,000,000

$ 0

2,000,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McGuinness Michael C/O MANHATTAN PHARMACEUTICALS, INC. 48 WALL STREET, SUITE 1110 NEW YORK, NY 10005			COO & CFO

Signatures

/s/ Michael G. McGuinness		03/10/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option vested as to 73,334 shares on July 10, 2007, and as to 73,333 shares on each of July 10, 2008 and July 10, 2009.
(2)	The option vested as to 20,000 shares on each of July 10, 2007, July 10, 2008 and July 10, 2009.
(3)	The option vested as to 106,667 shares on each of April 25, 2008 and April 25, 2009. The remaining 106,666 shares are scheduled to vest on April 25, 2010.
(4)	The option vested as to 366,667 shares on each of March 25, 2008 and March 25, 2009. The remaining 366,666 shares are scheduled to vest on March 25, 2010.
(5)	The warrant is exercisable immediately.
(6)	On March 3, 2010, the reporting person was granted an option to purchase 2,000,000 shares of common stock of Manhattan Pharmaceuticals, Inc. under the 2003 Stock Option Plan.
(7)	The vesting schedule of the option is as follows: (i) 1,000,000 shares vested on the date of grant, (ii) 333,333 shares are scheduled to vest on each of March 3, 2011 and March 3, 2012, and (iii) 333,334 shares are scheduled to vest on March 3, 2013.

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