Form: 4

Statement of changes in beneficial ownership of securities

January 8, 2007

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 *
Park Young Soon
   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)
12/11/2006
(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
Common Stock 10/26/2006   J(1)   166,000 A $ 0 3,125,000 D  
Common Stock 12/11/2006   S   384,500 D $ 0.31 2,740,500 D  
Common Stock 12/11/2006   G(2) V 500,000 D $ 0 2,240,500 D  
Common Stock 12/11/2006   G(2) V 500,000 A $ 0 500,000 I By family members
Common Stock 12/11/2006   G V 200,000 D $ 0 2,040,500 D  

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) $ 3             09/12/2006 09/12/2015 Common Stock 220,000   220,000 D  
Stock Option (right to buy) $ 1.2             05/01/2007(3) 05/01/2016 Common Stock 20,000   20,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Park Young Soon
9620 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850		   X      

Signatures

 /s/ Ted T.H. Jeong, as attorney-in-fact for Young Soon Park   01/08/2007
**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) Represents shares previously held through the Korean Rexahn Investors Voting Trust which were distributed to the reporting person on October 26, 2006 in connection with the termination of the Voting Trust and are now owned directly.
(2) This transaction involved a gift of securities by the reporting person to her family members, who share reporting person's household. The reporting person disclaims beneficial ownership of the shares held by her family members, and this report should not be deemed an admission that the reporting person is the beneficial owner of her family member's shares for purposes of Section 16 or for any other purpose.
(3) Options vest on first anniversary of date of grant.

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