UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~August~~October 2531, 2008

Memory Pharmaceuticals Corp.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	000-50642	04-3363475
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

100 Philips Parkway, Montvale, New Jersey		07645
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(201) 802 - 7100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.0201 ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August~~October 2531, 2008, Memory Pharmaceuticals Corp. (the "Registrant") ~~closed~~issued ~~the~~a ~~final~~press ~~$2.0~~release ~~million~~announcing ~~tranche~~that ~~under~~it ~~its~~has ~~2007~~received ~~equity~~notice ~~financing~~from ~~agreement with The Stanley Medical Research Institute (SMRI) and The Sylvan C. Herman Foundation (collectively,~~ the ~~"Purchasers"),~~NASDAQ ~~issuing~~Listing ~~approximately~~Qualifications ~~4.7~~Panel ~~million~~that ~~shares of common stock to~~ the ~~Purchasers. The~~Panel ~~press~~has ~~release~~granted ~~that includes this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.In June 2007,~~ the Registrant’s ~~entered~~request ~~into~~for aan ~~definitive~~extension ~~Stock~~until ~~Purchase~~December ~~Agreement~~3, ~~(the~~2008 ~~"Stock~~to ~~Purchase~~comply ~~Agreement"),~~ with the ~~Purchasers,~~NASDAQ ~~for~~Capital ~~the~~Market ~~sale~~minimum ofmarket ancapitalization ~~aggregate~~requirement of ~~up to~~ $635.0 million ofor ~~newly~~the ~~issued~~alternative ~~shares~~requirement of ~~its common stock,~~ $02.~~001~~5 ~~par~~million ~~value~~in ~~per~~stockholders’ ~~share~~equity ~~(the "Private Placement")~~ in ~~three~~order ~~equal~~to ~~tranches~~remain listed. The ~~first~~Registrant ~~tranche~~received ~~closed~~the notice on ~~June~~October 2031, ~~2007 and second tranche closed June 23,~~ 2008. A ~~The~~copy ~~Registrant~~of ~~exercised its option to complete~~ the ~~third~~press ~~tranche~~release ~~following~~that ~~the~~includes ~~achievement~~this ofannouncement ais ~~predefined~~attached ~~milestone~~hereto ~~related~~as toExhibit ~~the~~99.1 ~~Registrant’s~~and ~~ongoing~~incorporated ~~Phase~~herein 2aby ~~trial of MEM 3454 in cognitive impairment associated with schizophrenia (CIAS)~~reference. ~~Under~~On ~~the~~October ~~terms~~28, of2008, the ~~Stock~~Registrant ~~Purchase~~announced ~~Agreement,~~that the ~~shares~~Panel ~~were~~had ~~priced~~approved atthe atransfer ~~17%~~of ~~premium to~~ the ~~average~~listing ~~closing sale price~~ of the Registrant’s common stock ~~for~~to ~~the~~The ~~ten~~NASDAQ ~~days~~Capital ~~ending~~Market oneffective ~~the~~with ~~day of~~ the ~~Registrant's~~opening ~~achievement~~ of ~~the~~trading ~~specified~~on ~~milestone. The~~October ~~proceeds~~28, of2008, ~~the~~subject ~~Private~~to ~~Placement~~an ~~are~~extension ~~being~~through ~~used~~October to31, ~~fund~~2008 for the ~~CIAS~~Registrant ~~clinical~~to ~~trial.~~comply ~~The~~with ~~shares sold in~~ the ~~Private~~NASDAQ ~~Placement~~Capital ~~were~~Market ~~offered~~minimum ~~and~~market ~~sold~~capitalization inrequirement ~~reliance~~of on$35 ~~exemptions~~million ~~from~~or ~~registration~~the ~~pursuant~~alternative torequirement ~~Section~~of 4($2).5 ~~under~~million ~~the~~in ~~Securities~~stockholders’ ~~Act~~equity. In ~~of 1933~~addition, asin ~~amended~~its letter, ~~and~~the ~~Rule~~Panel ~~506~~notified ~~promulgated~~the ~~thereunder,~~Registrant ~~based~~that onas ~~the~~a ~~nature~~result of the ~~investors~~bid ~~and~~price ~~certain~~moratorium ~~representations~~announced ~~made~~by to the ~~Registrant. There~~NASDAQ ~~were~~Stock noMarket ~~underwriting~~on ~~discounts~~October or16, ~~commissions~~2008, ~~paid~~ in ~~connection~~the ~~with~~event the ~~Private~~Registrant ~~Placement.A~~achieves ~~copy~~compliance ofwith the ~~press~~other ~~release~~continued ~~that~~listing ~~includes~~requirements ~~this announcement is included as Exhibit 99.1 to this current report and is incorporated herein by reference. The foregoing description~~ of the ~~Private~~NASDAQ ~~Placement~~Capital ~~does~~Market, ~~not~~the ~~purport~~Registrant towill behave ~~complete~~through ~~and~~February is2, ~~qualified~~2009 into ~~its~~comply ~~entirety~~with bythe ~~reference~~$1.00 tominimum ~~the~~bid ~~full~~price ~~text~~requirement of ~~Stock~~The ~~Purchase~~NASDAQ ~~Agreement,~~Capital aMarket.There ~~copy~~can ofbe ~~which~~no ~~was~~assurance ~~filed~~that ~~with~~ the ~~Registrant’s~~Company ~~Quarterly~~will ~~Report~~achieve oncompliance ~~Form~~by ~~10-Q for~~ the ~~period~~specified ~~ending June 30, 2007~~deadlines.

Item 9.01 Financial Statements and Exhibits.

99.1 Press ~~release~~Release dated ~~August~~October 2631, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Memory Pharmaceuticals Corp.
August 26, 2008	By:	/s/ Jzaneen Lalani
November 3, 2008	By:	/s/ Jzaneen Lalani
		Name: Jzaneen Lalani
		Title: General Counsel

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Exhibit Index

Exhibit No.		Description
99.1		Press ~~Release~~release ~~Dated~~dated ~~August~~October 2631, 2008

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