Sec Form 4/A Filing - HOLADAY JOHN W DR @ REXAHN PHARMACEUTICALS, INC. - 2005-09-12

FORM 4/A 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 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 (MM/DD/YY) 09/12/2005 (Street) ROCKVILLE, MD20850 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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) $ 0.8 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, MD20850 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:

( 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.

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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