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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 * MCINERNEY TIMOTHY   2. Issuer Name and Ticker or Trading Symbol MANHATTAN PHARMACEUTICALS INC [MHAN] 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) C/O MANHATTAN PHARMACEUTICALS, INC., 48 WALL STREET, SUITE 1110 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2010 (Street) NEW YORK, NY 10005 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 03/08/2010   J(1)   6,347 A (1) 674,007 D

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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

Warrant

$ 1.44

(2)

08/30/2010

Common Stock

29,721

29,721

D

Warrant

$ 1.49

(2)

08/30/2010

Common Stock

27,500

27,500

D

Stock Options

$ 0.97

(3)

09/27/2014

Common Stock

100,000

100,000

D

Stock Options

$ 1

(4)

01/11/2015

Common Stock

25,000

25,000

D

Stock Options

$ 0.71

(5)

01/30/2017

Common Stock

50,000

50,000

D

Stock Options

$ 0.17

(6)

03/25/2018

Common Stock

75,000

75,000

D

Warrant

$ 0.2

(2)

09/10/2013

Common Stock

24,000

24,000

D

Stock Options

$ 0.07

03/03/2010

A(7)

300,000

(8)

03/02/2020

Common Stock

300,000

$ 0

300,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCINERNEY TIMOTHY C/O MANHATTAN PHARMACEUTICALS, INC. 48 WALL STREET, SUITE 1110 NEW YORK, NY 10005	X

Signatures

/s/ Timothy McInerney		03/10/2010
**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)	Received in exchange for 16,668 shares of common stock of Ariston Pharmaceuticals, Inc. ("Ariston") in connection with the merger (the "Ariston Merger") of Ariston with a wholly-owned subsidiary of Manhattan Pharmaceuticals, Inc. (the "Company"). On the effective date of the Ariston Merger, the closing price of the Company's common stock ("Common Stock") was $0.065 per share, and there was no market price for Ariston's common stock because Ariston was a private company.
(2)	The warrants are exercisable immediately.
(3)	The option vested as to 33,334 shares on September 27, 2004, and as to an additional 33,333 shares on each of September 27, 2005 and September 27, 2006.
(4)	The option vested as to 8,334 shares on January 11, 2005, and as to an additional 8,333 shares on each of January 11, 2006 and January 11, 2007.
(5)	The option vested as to 16,667 shares on each of January 30, 2007 and January 30, 2008, and as to the remaining 16,666 shares on January 30, 2009.
(6)	The option vested as to 41,667 shares on March 25, 2008 and as to an additional 16,667 shares on March 25, 2009. The remaining 16,666 shares are scheduled to vest on March 25, 2010.
(7)	On March 3, 2010, the reporting person was granted an option to purchase 300,000 shares of Common Stock under the 2003 Stock Option Plan.
(8)	The vesting schedule of the option is as follows: (i) 250,000 shares vested on the date of grant, (ii) 16,667 shares are scheduled to vest on each of March 3, 2011 and March 3, 2012, and (iii) 16,666 shares are scheduled to vest on March 3, 2013.

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