SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MARDUEL ALIX (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEMORY PHARMACEUTICALS CORP [ MEMY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) No longer a Director
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2005
	4. If Amendment, Date of 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

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	09/23/2005	(1)	P		789,474(2)	A	(2)	1,734,176(2)	I	See footnote(3)(4)

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 Securities Underlying Derivative Security (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: 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 (Right to Buy)	(2)	09/23/2005	(1)	P		276,315(2)		(5)	09/23/2010	Common	276,315(2)	(2)	276,315	I	See footnotes(3)(4)

Explanation of Responses:

1. N/A

2. Alta California Partners II, L.P. purchased 259,875 shares of Common Stock and Warrants for 90,956 shares of Common Stock. Alta Embarcadero Partners II, LLC purchased 3,283 shares of Common Stock and Warrants for 1,149 shares of Common Stock. Alta California Partners II, L.P. -- New Pool purchased 526,316 shares of Common Stock and Warrants for 184,210 shares of Common Stock. The purchase price per share for 1 share of Common Stock and a warrant for 0.35 of a share of Common Stock was $1.90 (the breakdown is $1.85 for the share of Common Stock and $0.05 as a cost for the warrant). The exercise price of the warrants is $2.22 per share.

3. Alta Partners ("AP") provides investment advisory services to various venture capital funds including Alta California Partners II, L.P. ("ACPII"), Alta California Partners II, L.P. - New Pool ("ACPII-NP") & Alta Embarcadero Partners II, LLC ("AEII"). The respective general partners and members of ACPII, ACPII-NP & AEII exercise sole voting & investment powers over the shares owned by such funds. Certain principals of AP are members of Alta California Management Partners II, LLC (which is the general partner of ACPII), members of Alta California Management Partners II, LLC - New Pool (which is the general partner of ACPII-NP)& members of AEPII. As members of such funds, they may be deemed to share voting & investment powers over the shares held by the funds. Principals of AP disclaim beneficial ownership of all such shares held by the foregoing funds except to the extent of their proportionate pecuniary interests therein.

4. Alix Marduel, resigned as a Director of Memory Pharmaceuticals, Inc. on 12/16/2004. She is a member of the Alta California Management Partners II,LLC (which is the general partner ("gp") of Alta California Partners II, L.P.), a member of Alta California Management Partners II, L.P.-New Pool (which is the gp of Alta California Partners II, L.P.- New Pool) and a member of Alta Embarcadero Partners II, LLC. As a member of such funds, she may be deemed to share voting & investment powers over the shares held by the funds. She disclaims beneficial ownership of all such shares held by the such funds, except to the extent of her proportionate pecuniary interest therein.

5. Immediately

Remarks:

	Alix Marduel	09/27/2005
	** Signature of Reporting Person	Date
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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