Manhattan
Pharmaceuticals, Inc.
48
Wall Street
New
York, New York 10005
December
21, 2009
VIA
EDGAR AND FAX
Securities
and Exchange Commission
Division
of Corporation Finance
Attention
Jeffrey P. Riedler
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Re:
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Manhattan
Pharmaceuticals, Inc.
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Registration
Statement on Form S-1
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Filed
on June 2, 2009
File
No. 333-159663
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Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), application is hereby made by Manhattan Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), to withdraw its registration
statement on Form S-1 (File No. 333-159663), including all exhibits thereto,
(the "Registration Statement"). The Registration Statement, which was
initially filed with the Securities and Exchange Commission (the "Commission")
by the Company on June 2, 2009, relates to the resale by a certain stockholder
of the Company (the "Selling Stockholder") of shares of common stock of the
Company issuable to the Selling Stockholder. In light of the
Commission's position that shares of common stock of the Company issuable upon
exercise of the Selling Stockholder's put right cannot be registered because
such shares are not currently outstanding and are not issuable upon conversion
of an outstanding convertible security, the Company has decided not to proceed
with the offering described in the Registration Statement, and believes that
allowing the withdrawal of the Registration Statement is consistent with public
interest and the protection of investors, as contemplated by paragraph (a) of
Rule 477 under the Securities Act. The Commission has not declared
the Registration Statement effective, and no securities have been sold by the
Selling Stockholders pursuant to the Registration Statement.
The Company respectfully requests that
the Commission (i) grant this application for withdrawal of the Registration
Statement and (ii) issue an order to be included in the file for the
Registration Statement to the effect that the Registration Statement has been
withdrawn upon request of the Company, with the Commission consenting
thereto. It is the Company's understanding that, in accordance with
paragraph (b) of Rule 477 under the Securities Act, the Company's application
for withdrawal will be deemed granted at the time of the submission of this
application, unless, within fifteen (15) calendar days after the filing of this
application, the Commission notifies the Company that this application will not
be granted.
The Company hereby further requests, in
accordance with Rule 457(p) of the Securities Act of 1933, that all fees paid by
the Company to the Commission in connection with the filing of the Registration
Statement be credited to the Company's account with the Commission for further
use.
Manhattan
Pharmaceuticals, Inc.
48
Wall Street
New
York, New York 10005
If you
have any questions regarding the foregoing, please do not hesitate to call me at
212-492-8741.
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Sincerely,
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Manhattan
Pharmaceuticals, Inc.
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Michael
McGuinness
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Chief
Financial Officer
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cc:
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Jennifer
Riegel
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SEC
- Division of Corporation Finance
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Anthony
Pergola, Esq.
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Lowenstein
Sandler, PC
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Via
facsimile at 973-597-2445
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