Sec Form 4 Filing - Steinfels George F @ REXAHN PHARMACEUTICALS, INC. - 2005-09-12

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 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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1. Name and Address of Reporting Person Steinfels George F 2. Issuer Name and Ticker or Trading Symbol REXAHN PHARMACEUTICALS, INC. [ RXHN] 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 Sr. VP (Last) (First) (Middle) 9620 MEDICAL CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2005 (Street) ROCKVILLE, MD20850 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 0.24 12/08/2005 D 250,000 ( 1 ) 09/15/2014 Common stock 250,000 ( 2 ) 0 D Stock option (right to buy) $ 0.8 12/08/2005 A 250,000 ( 1 ) 09/15/2014 Common stock 250,000 ( 2 ) 250,000 D Stock option (right to buy) $ 0.24 12/08/2005 D 500,000 ( 3 ) 01/20/2015 Common stock 500,000 ( 4 ) 0 D Stock option (right to buy) $ 0.8 12/08/2005 A 500,000 ( 3 ) 01/20/2015 Common stock 500,000 ( 4 ) 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steinfels George F 9620 MEDICAL CENTER DRIVE ROCKVILLE, MD20850 Chief Business Officer Sr. VP Signatures /s/ Ted T.H. Jeong as attorny-in-fact for George F. Steinfels 05/03/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest and become exercisable as to 30% of the options on September 15, 2005; another 30% of the options on September 15, 2006; and the remaining 40% of the options on September 15, 2007. ( 2 )The transaction involved an amendment of outstanding options to change the exercise price with respect to 250,000 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. ( 3 )The options vest and become exercisable as to 30% of the options on January 20, 2006; another 30% of the options on January 20, 2007; and the remaining 40% of the options on January 20, 2008. ( 4 )The transaction involved an amendment of outstanding options to change the exercise price with respect to 500,000 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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