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):  May 16, 2005
                                                   -------------

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

           Delaware                   0-28411               85-0460639
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 (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


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         (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 Manhattan Scientifics, Inc. (the
"Company") 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
Company's management as well as estimates and assumptions made by the Company'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 Company's or the Company's
management identify forward looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Company's
industry, operations and results of operations and any businesses that may be
acquired by the Company. 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

     On May 16, 2005, Scott Bach submitted his resignation as Director and
Secretary of Manhattan Scientifics, Inc. effective May 16, 2005 in order pursue
other business opportunities. Mr. Bach will remain available to provide legal
services to Manhattan Scientifics, Inc. in the role of outside counsel as the
Company may require. Mr. Bach's resignation was not the result of any
disagreement relating to our operations, policies or practices. Mr. Ralph
Anderson, currently a Director of Manhattan Scientifics, Inc. has been appointed
the new Secretary of the Company effective May 17, 2005.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.


                                   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: May 16, 2005


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