8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): September 18, 2003


                         MANHATTAN PHARMACEUTICALS, INC.
               (Exact Name of Registrant as Specified in Charter)



         Delaware                      0-27282                   36-3898269
(State or Other Jurisdiction         (Commission               (IRS Employer
      of Incorporation)              File Number)            Identification No.)


     787 Seventh Avenue, 48th Floor
          New York, New York                                       10019
(Address of Principal Executive Offices)                         (Zip Code)


       Registrant's telephone number, including area code: (212) 554-4525




          (Former Name or Former Address, if Changed Since Last Report)










ITEM 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE.

         The Registrant's press release dated September 18, 2003, which is
attached to this Current Report on Form 8-K as Exhibit 99.1, is incorporated by
reference herein.


ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

             (c) Exhibits

                 99.1  Company's press release dated September 18, 2003.

                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                         MANHATTAN PHARMACEUTICALS, INC.


Date:  September 23, 2003                By:  /s/ Nicholas J. Rossettos
                                            ------------------------------------
                                            Nicholas J. Rossettos
                                            Chief Operating Officer and Chief
                                            Financial Officer




                                       2




                                  EXHIBIT INDEX

         99.1 Registrant's Press Release dated September 18, 2003.

EX-99.1

                                                                    EXHIBIT 99.1


PRESS RELEASE                            Source: Manhattan Pharmaceuticals, Inc.

MANHATTAN PHARMACEUTICALS ANNOUNCES ASSET SALE AND ARBITRATION SETTLEMENT
Thursday September 18, 5:18 pm ET

NEW YORK--(BUSINESS WIRE)--Sept. 18, 2003--Manhattan Pharmaceuticals, Inc.
(MHTP.OB) announced today that on August 22, 2003, it sold all of its remaining
rights to the CT-3 technology to Indevus Pharmaceuticals, Inc., the Company's
licensee for aggregate consideration of approximately $550,000. The purchase
price was paid through a combination of cash and shares of Indevus' common
stock.

On the same date, Manhattan settled its arbitration with Dr. Sumner Burstein,
the inventor of the CT-3 technology, which includes a complete mutual release
from all claims that either party had against the other. As a result of the sale
of the Company's rights in the CT-3 technology to Indevus, the Company expects
to record a one-time charge of approximately $1,309,000 in the quarter ended
September 30, 2003.

"Manhattan is extremely pleased to have settled its arbitration with Dr.
Burstein and to have sold its remaining rights to the CT-3 technology to
Indevus," said Manhattan's Chief Executive Officer, Dr. Leonard Firestone.
"Manhattan's goal has been to maximize the value of the CT-3 technology in order
that we may more clearly focus on our lead products, our anti-obesity compound,
oleoyl-estrone (OE), and our fast-acting, pre-procedural sedative, lingual spray
propofol (LS Propofol). The additional capital will assist us in that goal."

In addition, as Manhattan previously disclosed in its Quarterly Report on Form
10-Q for the quarter ended June 30, 2003, Bausch & Lomb, Inc. has informed the
Company that it has determined not to pursue the development project relating to
the Avantix technology, which the Company sold to Bausch & Lomb in January 2001.
As a result of Bausch & Lomb's decision not to develop the Avantix technology,
the Company expects to record a non-recurring charge of approximately $1,308,000
in the quarter ended September 30, 2003.

Manhattan is a specialty pharmaceutical development company based in New York
City. Manhattan is focused on the licensing and development of specialty
pharmaceuticals for major therapeutic areas with unmet medical need such as
obesity. Manhattan's lead compound, oleoyl-estrone, is an orally administered
compound for the treatment of obesity that has been shown to cause significant
weight loss in preclinical studies. In addition, Manhattan has partnerships with
NovaDel Pharma Inc. (NovaDel) for the worldwide, exclusive rights to NovaDel's
proprietary lingual spray technology to deliver propofol for pre-procedural
sedation prior to diagnostic, therapeutic or endoscopic procedures.

Forward Looking Safe Harbor Statement:

This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are valid only
as of today, and we disclaim any obligation to update this information. These
statements are subject to known and unknown risks and uncertainties that may
cause actual future experience and results to differ materially from the
statements made. These statements are based on our current beliefs and
expectations as to such future outcomes. Drug discovery and development involve
a high degree of risk. Factors that might cause such a material difference
include, among others, uncertainties related to the ability to attract and
retain partners for our technologies, the identification of lead compounds, the
successful preclinical development thereof, the completion of clinical trials,
the FDA review process and other governmental regulation, our pharmaceutical
collaborator's ability to successfully develop and commercialize drug
candidates, competition from other pharmaceutical companies, product pricing and
third party reimbursement, and other factors described in our filings with the
Securities and Exchange Commission.

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Contact:
     Manhattan Pharmaceuticals, Inc.
     Investor Contact:
     Martine Gaujean-May, 212-554-4525


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Source: Manhattan Pharmaceuticals, Inc.