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) January 1, 2005



                           MANHATTAN SCIENTIFICS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                     0-28411                 85-0460639
- -----------------------------  ------------------------ ------------------------
 (State or other jurisdiction  (Commission File Number)  (IRS Employer
      of incorporation)                                   Identification No.)

405 Lexington Avenue, 32nd Floor, New York, New York            10174
- ------------------------------------------------------- ------------------------
  (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code: (212) 551-0577



- --------------------------------------------------------------------------------
         (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 (see General Instruction A.2. below):

[ ] 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))


This Form 8-K and other reports filed by the Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.


Item 8.01 Other Events.

     On January 1, 2005, Manhattan Scientifics, Inc., issued a letter to
stockholders to update the stockholders on developments of Manhattan
Scientifics, Inc. The full text of the press release is set forth in Exhibit
99.1 attached hereto and is incorporated in this Report as if fully set forth
herein.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

     Ex. 99.1 - Letter to Stockholders, dated as of January 1, 2005.



                                   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.



                                        MANHATTAN SCIENTIFICS, INC.
                                        ---------------------------
                                              (Registrant)

Date: January 3, 2005

                                        By:/s/Marvin Maslow
                                        --------------------
                                        Name  Marvin Maslow
                                        Title:Chief Executive Officer