RespireRx Pharmaceuticals (RSPI) 8-K/A Changes in Registrant.s Certifying Accountant

Exhibit 16.2

	Ernst & Young LLP	Phone:	(619) 235-5000
	Suite 1100	Fax:	(619) 235-5151
	501 West Broadway	www.ey.com
	San Diego, California 92101

November 30, 2004

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Gentlemen:

We have read Item 4.01 of Form 8-K/A (Amendment No. 1) dated November 10, 2004 of Cortex Pharmaceuticals, Inc. and are in agreement with the statements contained in paragraphs 1, 3, 4 and 6 on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

Very truly yours,

/s/ Ernst & Young LLP