Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
ROGERS GARY ALLEN
 2. Issuer Name and Ticker or Trading Symbol
CORTEX PHARMACEUTICALS INC/DE/ [COR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP, Pharmaceutical Research
(Last)
(First)
(Middle)

15241 BARRANCA PKWY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(Street)


IRVINE, CA 92618		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock $ 3 09/05/2000   A4 3,399     (1) 09/05/2010 Common Stock
3,399
$ 0 3,399
I
Spouse
Options to Purchase Common Stock $ 0.75 12/16/2002   A4 5,000     (2) 12/16/2012 Common Stock
5,000
$ 0 5,000
I
Spouse
Options to Purchase Common Stock $ 2.76 12/09/2003   A4 10,000     (3) 12/09/2013 Common Stock
10,000
$ 0 10,000
I
Spouse
Options to Purchase Common Stock $ 2.68 12/16/2004   A4 10,000     (4) 12/16/2014 Common Stock
10,000
$ 0 10,000
I
Spouse
Options to Purchase Common Stock $ 2.35 12/01/2005   A4 15,000     (5) 12/01/2015 Common Stock
15,000
$ 0 15,000
I
Spouse
Options to Purchase Common Stock $ 1.3 12/18/2006   A4 15,000     (6) 12/18/2016 Common Stock
15,000
$ 0 15,000
I
Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROGERS GARY ALLEN
15241 BARRANCA PKWY
IRVINE, CA 92618		       Sr VP, Pharmaceutical Research  

Signatures

Maria S. Messinger, Attorney in fact 02/07/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option became fully vested and exercisable as of September 5, 2003.
(2) The option became fully vested and exercisable as of December 16, 2005.
(3) The option became fully vested and exercisable as of December 9, 2006.
(4) The option becomes vested and exercisable in three equal annual installments beginning on December 16, 2005.
(5) The option becomes vested and exerciable in three equal annual installments beginning on December 1, 2006.
(6) The option becomes vested and exercisable in three equal annual installments beginning on December 18, 2007.

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