Form: 5

Annual statement of changes in beneficial ownership of securities

January 30, 2009

FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Soni Rakesh
 2. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [RNN] 		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
(Last)
(First)
(Middle)

C/O REXAHN PHARMACEUTICALS, INC., 9620 MEDICAL CENTER DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


ROCKVILLE, MD 20850		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 06/26/2007   P4(1) 1,000 A $ 1.60 1,000 D  
Common Stock 07/06/2007   P4(1) 1,000 A $ 1.86 2,000 D  
Common Stock 12/21/2007   P4(1) 1,000 A $ 1.50 3,000 D  
Common Stock 05/27/2008   S4(1) 300 D $ 5.97 2,700 D  

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-statutory stock option $ 0.78 12/11/2008   A4 250,000     (2) 12/11/2018 Common Stock
250,000
$ 0 250,000
D
 
Non-statutory stock option $ 1.29 09/30/2008   A4 300,000     (3) 09/30/2018 Common Stock
300,000
$ 0 300,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Soni Rakesh
C/O REXAHN PHARMACEUTICALS, INC.
9620 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850		       Chief Business Officer  

Signatures

/s/ Tae Heum Jeong, attorney-in-fact 01/27/2009
**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) Each of these transactions occurred prior to Mr. Soni's appointment as an executive officer.
(2) These options will vest and become exercisable as to 30% of the options on December 11, 2009; another 30% of the options December 11, 2010; and the remaining 40% of the options on December 11, 2011.
(3) These options will vest and become exercisable as to 30% of the options on September 30, 2009; another 30% of the options September 30, 2010; and the remaining 40% of the options on September 30, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.