SecProbe.io

CORRESP
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filename1.htm

    corresp.htm

    March 2,
2009

    Tabatha
Akins, Staff Accountant

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC 20549

    Re:          Rexahn
Pharmaceuticals, Inc.

    Item 4.01 Form 8-K

    Filed February 23m 2009

    File No. 001-34079

    Dear Ms.
Akins:

    We are in
receipt of your letter dated February 25, 2009 providing comments on the
referenced filing for Rexahn Pharmaceuticals, Inc. (the “Company”).

    We are
concurrently filing via EDGAR Amendment No. 1 to Form 8-K, and for the
convenience of the staff of the Securities and Exchange Commission (the
“Staff”), we are providing by overnight delivery copies of this letter and
marked copies of Amendment No. 1.  Amendment No. 1 as filed via EDGAR
is marked as specified in Item 310 of Regulation S-T.

    In this
letter, we have recited the comments from the Staff in bold type and have
followed each comment with the Company’s responses.

              1.

              With respect to paragraph (iv),
      please amend your filing to filing to explicitly state whether during the
      Company's two most recent fiscal years and all subsequent interim periods
      through February 19, 2009 there were any disagreements with the former
      accountant on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure, which
      disagreement(s), if not resolved to the satisfaction of the former
      accountant, would have caused it to make reference to the subject matter
      of the disagreement(s) in connection with its
    report.

    Per the
conversation you had with Monica Klein, the Company’s counsel, on February 27,
2009, we believe no change is necessary as the current disclosure includes the
subsequent interim periods through the resignation.

    Tabatha
Akins

    March 2,
2009

    Page

              2.

              Please amend your filing to
      make the following revisions to your
  disclosure;

              a.

              Your
      reference to the "including all subsequent interim periods" is too
      vague.  Please amend your filing to explicitly state whether,
      during your past two fiscal years through the date of engagement (February
      20, 2009), you consulted Parente Randolph, LLC regarding any of the
      matters outlined in Item: 304(a)(2) of Regulation
  S-K.

    As
requested by the Staff, the Company has revised the disclosure.

              b.

              With
      respect to the paragraph (i), please revise your disclosure to state "the
      application of accounting principles to a specified transaction, either
      completed or proposed".

    As
requested by the Staff, the Company has revised the disclosure.

              c.

              With
      respect to the paragraph (ii), please revise your disclosure to state "Any
      matter that was either the subject of a disagreement (as defined in
      paragraph 304(a)(1)(iv) and the related instructions to this item) or a
      reportable event (as described in paragraph
  304(a)(1)(v))".

    As
requested by the Staff, the Company has revised the disclosure.

              3.

              Upon amending your filing,
      please include, as Exhibit 16, an updated letter from your former
      accountants, lazar Levine & Felix LLP, as required by Item 304(a)(3)
      of Regulation S-K.  Please ensure that your former accountants
      date their letter.

    The
Company has included an updated letter from the former
accountants.

    Tabatha
Akins

    March 2,
2009

    Page
3

    In
connection with responding to the Staff’s comments in the February 25, 2009
letter, the Company acknowledges and agrees that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Securities and Exchange Commission from taking any action
      with respect to the filing; and

              ·

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Securities and Exchange Commission or any person under
      the federal securities laws of the United
  States.

    Please
acknowledge receipt of this letter and the enclosed materials by stamping the
enclosed duplicate of this letter and returning it to Monica Klein in the
envelope provided.

    We
believe that the foregoing adequately responds to your correspondence and
questions.  Please direct your questions or comments to Beth Hughes
(703/760-1649).  In addition, we respectfully request that you provide
a facsimile of any additional comments you may have to Monica Klein’s attention
at 730/821-8949.

                  Very
      truly yours,

                /s/
      Ted T.H. Jeong

                  Ted
      T.H. Jeong

                  Chief
      Financial Officer

                  Rexahn
      Pharmaceuticals, Inc.