Form: 4

Statement of changes in beneficial ownership of securities

May 3, 2006

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 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 *
Steinfels George F
   2. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [RXHN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer Sr. VP
(Last)
(First)
(Middle)
9620 MEDICAL CENTER DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005
(Street)

ROCKVILLE, MD 20850		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 option (right to buy) $ 0.24 12/08/2005   D     250,000   (1) 09/15/2014 Common stock 250,000 (2) 0 D  
Stock option (right to buy) $ 0.8 12/08/2005   A   250,000     (1) 09/15/2014 Common stock 250,000 (2) 250,000 D  
Stock option (right to buy) $ 0.24 12/08/2005   D     500,000   (3) 01/20/2015 Common stock 500,000 (4) 0 D  
Stock option (right to buy) $ 0.8 12/08/2005   A   500,000     (3) 01/20/2015 Common stock 500,000 (4) 500,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Steinfels George F
9620 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850		       Chief Business Officer Sr. VP  

Signatures

 /s/ Ted T.H. Jeong as attorny-in-fact for George F. Steinfels   05/03/2006
**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 options vest and become exercisable as to 30% of the options on September 15, 2005; another 30% of the options on September 15, 2006; and the remaining 40% of the options on September 15, 2007.
(2) The transaction involved an amendment of outstanding options to change the exercise price with respect to 250,000 options from $0.24 to $0.80, resulting in the deemed cancellation of the original options and the grant of replacement options with the same vesting and exercisability terms as the cancelled options.
(3) The options vest and become exercisable as to 30% of the options on January 20, 2006; another 30% of the options on January 20, 2007; and the remaining 40% of the options on January 20, 2008.
(4) The transaction involved an amendment of outstanding options to change the exercise price with respect to 500,000 options from $0.24 to $0.80, resulting in the deemed cancellation of the original options and the grant of replacement options with the same vesting and exercisability terms as the cancelled options.

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