May 3, 2006 - 4: Statement of changes in beneficial ownership of securities

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOLADAY JOHN W DR

2. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [RXHN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(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.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock option (right ot buy)

$ 0.24

12/08/2005

70,000

⁽¹⁾

08/05/2013

Common stock

100,000

⁽²⁾

30,000

Stock option (right ot buy)

$ 0.8

12/08/2005

70,000

⁽¹⁾

08/05/2013

Common stock

70,000

⁽²⁾

70,000

Stock option (right ot buy)

$ 0.24

12/08/2005

125,000

⁽³⁾

04/20/2014

Common stock

125,000

⁽⁴⁾

Stock option (right ot buy)

$ 0.8

12/08/2005

125,000

⁽³⁾

04/20/2014

Common stock

125,000

⁽⁴⁾

125,000

Stock option (right ot buy)

$ 3

09/12/2005

20,000

09/12/2006

09/12/2015

Common stock

20,000

$ 0

20,000

Stock option (right ot buy)

$ 0.8

05/01/2006

70,000

⁽⁵⁾

05/02/2016

Common stock

70,000

⁽⁶⁾

Stock option (right ot buy)

$ 0.8

05/01/2006

70,000

⁽⁵⁾

05/02/2016

Common stock

70,000

⁽⁶⁾

70,000

Stock option (right ot buy)

$ 0.8

05/01/2006

125,000

⁽⁵⁾

05/02/2016

Common stock

125,000

⁽⁶⁾

Stock option (right ot buy)

$ 0.8

05/01/2006

125,000

⁽⁵⁾

05/02/2016

Common stock

125,000

⁽⁶⁾

125,000

Stock option (right ot buy)

$ 3

05/01/2006

20,000

⁽⁵⁾

05/02/2016

Common stock

20,000

⁽⁶⁾

Stock option (right ot buy)

$ 3

05/01/2006

20,000

⁽⁵⁾

05/02/2016

Common stock

20,000

⁽⁶⁾

20,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOLADAY JOHN W DR 9620 MEDICAL CENTER DRIVE ROCKVILLE, MD 20850	X

Signatures

/s/ Ted T.H. Jeong as attorney-in-fact for John Holaday		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)	As of August 5, 2005, 60% of the options were vested; the remaining 40% of the options vest and become exercisable on August 5, 2006.
(2)	The transaction involved an amendment of outstanding options to change the exercise price with respect to 70,000 options from $0.24 to $0.80, resulting in the deemed cancellation of a portion of the original options and the grant of replacement options with the same vesting and exercisability terms as the cancelled options.
(3)	As of April 20, 2006, 60% of the options were vested; the remaining 40% of the options vest and become exercisable on April 20, 2007.
(4)	The transaction involved an amendment of outstanding options to change the exercise price with respect to 125,000 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.
(5)	Pursuant to an agreement dated May 2, 2006, all of Dr. Holaday's options vest and become exercisable immediately upon his termination of service as director of Rexahn Pharmaceuticals, Inc. and may be exercised until 10 years after the original date of grant.
(6)	The transaction involved an amendment of outstanding options to accelerate vesting and extend the exercise period pursuant to an agreement dated May 2, 2006, 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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