Form: 4/A

Statement of changes in beneficial ownership of securities

May 4, 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 *
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)
05/03/2006		 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) $ 0.8 05/02/2006   D     70,000   (1) 08/05/2013(2) Common stock 70,000 (3) 0 D  
Stock option (right to buy) $ 0.8 05/02/2006   A   70,000     (1) 08/05/2013(2) Common stock 70,000 (3) 70,000 D  
Stock option (right to buy) $ 0.8 05/02/2006   D     125,000   (1) 04/20/2014(2) Common stock 125,000 (3) 0 D  
Stock option (right to buy) $ 0.8 05/02/2006   A   125,000     (1) 04/20/2014(2) Common stock 125,000 (3) 125,000 D  
Stock option (right to buy) $ 3 05/02/2006   D     20,000   (1) 09/12/2015(2) Common stock 20,000 (3) 0 D  
Stock option (right to buy) $ 3 05/02/2006   A   20,000     (1) 09/12/2015(2) Common stock 20,000 (3) 20,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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   05/04/2006
**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) 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.
(2) Original Form 4 reported 05/02/2016 as the Date Exercisable due to clerical error.
(3) 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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