SecProbe.io

December 21, 2010
  Mr. Tae Heum Jeong Chief Financial Officer Rexahn Pharmaceuticals, Inc. 15245 Shady Grove Road, Suite 455 Rockville, MD  20850

Re: Rexahn Pharmaceuticals, Inc.
Form 10-K for the year ended December 31, 2009
Filed March 31, 2010
File No. 001-34079

Dear Mr. Jeong:

We have reviewed your October 15, 2010 and December 3, 2010 responses to our
September 17, 2010 letter and have the following comments.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provid e the requested response.  Please furnish us a
letter on EDGAR under the form type label CORRESP that keys your responses to our
comments.

After reviewing your response to thes e comments, we may have additional
comments.

Research and Development Projects, page 37

1. Please revise your disclosures as proposed in response to comment th ree to also quantify
the research and development expenses that were incurred for the projects identified
during each period that are presen ted in the financial statements.
Financial Statements
Notes to the Financial Statements
9.  Common Stock, page F-15
2. We acknowledge your response to our prev ious comment five and your separate
assessment in your letter dated Decemb er 3, 2010.  We are still evaluating your
assessment that the anti-dilution rights a ssociated with common stock should be
accounted for as a liability under ASC 480-10-25-14.  In your December 3, 2010 letter, you indicate that even if lia bility accounting under ASC T opic 480 is inappropriate, you
would be required to account for this provisi on as a derivative liability under ASC Topic
815.  In this regard, please e xplain to us why you believe this provision would be net

Mr. Tae Heum Jeong
Rexahn Pharmaceuticals, Inc. December 21, 2010
 Page 2

 settleable under ASC 815-10-15-83 and 15-99 through 15-139 when it appears that you
must settle the provision  gross by issuing shares.
3. We acknowledge your representation in respons e to our previous comment five that the
warrants should have been reclassified as  liabilities at January 1, 2009 upon the adoption
of the new guidance beginning at ASC 815-40-15- 5.  Please also provide us your analysis
to support that these warrants should not have been reflected as liabilities upon issuance.
Please reference the authoritative literatu re you relied upon to support your accounting.
4. Your materiality assessment provided in your December 3, 2010 response on the
warrants and the anti-dilution rights associated with common stock appears to indicate
that the related errors are, at a minimum, quantitatively material to your financial statements.
• Please revise your materiality assessment to  separately quantify the financial impact
of the error for your warrants and for the anti-dilution rights asso ciated with common
stock.
• Please provide the impact for each error by quarter for 2009 and 2010.
• Please revise your assessment to also in clude the impact on your  total liabilities.
• Assuming you can substantiate that the warra nts should not have been accounted for
as liabilities upon issuance, as requested  in the preceding comment, please provide
the fair values assigned to the warran ts at issuance, upon the adoption of the
provisions of EITF 07-5 on January 1, 2009 a nd at each quarterly balance sheet date
starting at March 31, 2009.
• Please provide the fair values assigned to the anti-dilution rights associated with
common stock upon issuance and for the followi ng subsequent balance sheet dates:
o December 31, 2007, 2008 and 2009
o Each quarter end in 2009 and 2010.
• Regarding the fair values assigned in the pr eceding two bullets, pl ease explain to us
how you computed the fair values.  Please te ll us what valuation models you used to
determine fair values and provide the assu mptions used in those models.  To the
extent you use the Black-Scholes option pr icing model please explain to us why you
use that model, instead of a binomial or la ttice pricing model to value your warrants.
In this regard the Black-Scholes model does not take into account the warrants’
down-round protection.  It appear s to us that the price ad justment feature would add
value to the warrant for which the binomi al or lattice models  are better suited.

5. We acknowledge your response to our previous  comment six.  Please explain to us why
the provision identified in the first paragr aph of page 15 of your October 15, 2010 letter
that permits the holder to opt for cash se ttlement in the event of a Fundamental
Transaction does not necessitate liability  accounting under ASC 815-40-25-7 through 25-
10 and ASC 815-40-55-2 through 55-6.  In a ddition, please provide us the proposed
revised disclosure you intend to include in futu re periodic reports th at describes the anti-
dilution provisions of these warrants.

Mr. Tae Heum Jeong
Rexahn Pharmaceuticals, Inc. December 21, 2010
 Page 3

 Please contact Kei Nakada, Staff Accountan t, at (202) 551-3659 or Mark Brunhofer,
Senior Staff Accountant, at ( 202) 551-3638, if you have questions regarding these comments.  In
this regard, do not hesitate to contact me, at (202) 551-3679.
 Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant