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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CORTEX PHARMACEUTICALS, INC.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

CORTEX PHARMACEUTICALS, INC.
15241 Barranca Parkway
Irvine, California 92618

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

December 11, 1997

To the Stockholders of Cortex Pharmaceuticals, Inc.:

The Annual Meeting of Stockholders of Cortex Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), will be held at the offices of the
Company, 15241 Barranca Parkway, Irvine, California, on Thursday, December 11,
1997 at 9:00 a.m. Pacific Time, to consider and vote on the following matters
described in the attached Proxy Statement:

(1) The election of seven (7) directors to serve until the next Annual
Meeting of Stockholders or until their successors are elected and duly qualified
(Proposal 1);

(2) To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending June 30, 1998 (Proposal 2); and

(3) Such other business as may properly come before the meeting or any
adjournment thereof.

The Board of Directors has fixed the close of business on October 24, 1997,
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any postponement and adjournment thereof. The
stock transfer books will not be closed.

The Board of Directors welcomes the personal attendance of stockholders at
the meeting. However, please sign and return the enclosed proxy, which you may
revoke at any time prior to its use, whether or not you expect to attend the
meeting. A self-addressed, postage prepaid envelope is enclosed for your
convenience. Your proxy will not be used if you attend the meeting and choose to
vote in person.

By Order of the Board of Directors

D. Scott Hagen
Secretary

Irvine, California
November 7, 1997

CORTEX PHARMACEUTICALS, INC.
15241 Barranca Parkway
Irvine, California 92618
--------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 11, 1997
9:00 a.m.
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Solicitation and Revocation of Proxies

The accompanying proxy is solicited by and on behalf of the Board of
Directors of Cortex Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and the Company will bear the cost of such solicitation.
Solicitation of proxies will be primarily by mail, although some of the
officers, directors and employees of the Company may solicit proxies personally
or by telephone. The Company will reimburse brokerage houses and other
custodians, nominees or fiduciaries for their expenses in sending proxy
materials to their principals.

The persons named as proxies were designated by the Board of Directors and
are directors of the Company. All properly executed proxies will be voted
(except to the extent that authority to vote has been withheld) and where a
choice has been specified by the stockholder as provided in the proxy it will be
voted in accordance with the specification so made. Proxies submitted without
specification will be voted FOR the election as directors of the nominees
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proposed by the Board of Directors and FOR the ratification of Ernst & Young LLP
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as the Company's independent auditors.

Any stockholder may revoke a proxy at any time before it is voted at the
meeting by a proxy bearing a later date. A proxy may also be revoked by any
stockholder by delivering written notice of revocation to the Secretary of the
Company or by voting in person at the meeting.

This Proxy Statement and proxy are being mailed to stockholders of the
Company on or about November 7, 1997. The mailing address of the executive
offices of the Company is 15241 Barranca Parkway, Irvine, California 92618.

Voting at the Meeting

Only record holders of Common Stock of the Company at the close of business
on October 24, 1997, will be entitled to notice of, and to vote at, the meeting.
As of the record date, there were 9,542,183 shares of the Company's Common
Stock outstanding. Each share is entitled to one vote at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions are
counted in tabulating the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved.

PROPOSAL ONE
ELECTION OF DIRECTORS

The persons named in the enclosed proxy will vote to elect the seven (7)
proposed nominees named below unless contrary instructions are given in the
proxy. The election of directors shall be by the affirmative vote of the holders
of a plurality of the shares voting in person or by proxy at the meeting. Each
director is to hold office until the next annual meeting and until his successor
is elected and qualified.

The names and certain information concerning the persons nominated by the
Board of Directors to become directors at the meeting are set forth below. The
Company's Board of Directors recommends that you vote FOR the election of each
---
of the nominees named below. It is intended that shares represented by the
proxies will be voted FOR the election to the Board of Directors of the persons
---
named below unless authority to vote for nominees has been withheld in the
proxy. Although each of the persons named below has consented to serve as a
director if elected and the Board of Directors has no reason to believe that any
of the nominees named below will be unable to serve as a director, if any
nominee withdraws or otherwise becomes unavailable to serve, the persons named
as proxies will vote for any substitute nominee designated by the Board of
Directors. The following information regarding the nominees is relevant to your
consideration of the slate proposed by the Board of Directors:

Nominees for Director

Robert F. Allnutt, 62, was elected a director in December 1995.
Mr. Allnutt was Executive Vice President of the Pharmaceutical Manufacturers
Association from May 1985 until February 1995 and was Vice President for
Government Relations of Communications Satellite Corporation from May 1984 until
May 1985. Prior to 1984, Mr. Allnutt held numerous positions in the Federal
Government for 25 years, including 15 years at NASA, where his positions
included Associate Deputy Administrator, the third ranking position in the
agency. Mr. Allnutt is a director of Penederm, Inc., a developer and marketer
of specialized dermatology products, and of Cypress Pharmaceuticals, Inc., a
developer and marketer of prescription pharmaceuticals. Mr. Allnutt also serves
as a member of the Board of Directors of the National Health Council and the
National Council on the Aging. Mr. Allnutt holds a B.S. in Industrial
Engineering from the Virginia Polytechnic Institute and J.D. and L.L.M. degrees
from George Washington University.

Charles J. Casamento, 52, was elected to the Board of Directors of the
Company in July 1997. Since June 1993, Mr. Casamento has been Chairman,
President and Chief Executive Officer of RiboGene, Inc., a privately-held
biopharmaceutical company based in Hayward, California. Prior to that, he was
President and Chief Executive Officer of Interneuron Pharmaceuticals, a
neuropharmaceutical company, from its founding in March 1989 until May 1993.
From January 1986 to March 1989, he was Senior Vice President and General
Manager, Pharmaceuticals & Biochemicals at Genzyme Corp., a biotechnology
company. From 1970 through 1985, Mr. Casamento held senior management positions
in marketing, finance and business development at Sandoz, Johnson & Johnson and
American Hospital Supply Corp., where he was Vice President, Business
Development and Strategic Planning for the Critical Care Division. He holds a
B.S. degree in Pharmacy and an M.B.A. from Fordham University and is a licensed
pharmacist.

Carl W. Cotman, Ph.D., 57, has been a Scientific Director of and consultant
to the Company since October 1987, served as a director of the Company from
March 1989 to October 1990, and was reelected as a director in November 1991.
Dr. Cotman has been a Professor of Psychobiology, Neurology, and Psychiatry at
the University of California, Irvine since 1985. He was a Professor of
Psychobiology and Neurology at that University from 1983 to 1985, and has held
various other teaching and research positions at that University since 1968. He
chaired the Scientific Advisory Council of the American Paralysis Association
and is a member of numerous professional associations and committees, including
the Council of the American Society for Neurochemistry, the National Institute
of Aging Task Force, the American Association for the Advancement of Science and
the International Society for Neurochemistry. Dr. Cotman has served on the
editorial boards of numerous scientific journals and has authored or co-authored
seven books and over 400 articles in the fields of neurobiology, memory and
cognition, and the recovery of function after brain injury. Dr. Cotman holds a
B.A. in Chemistry from Wooster College, an M.A. in Analytical Chemistry from
Wesleyan University, and a Ph.D. in Biochemistry from Indiana University.

Michael G. Grey, 44, has been a director of the Company since September
1994. In November 1994, Mr. Grey became President of BioChem Therapeutic, Inc.,
a wholly owned subsidiary of BioChem Pharma, an international biopharmaceutical
company. From January 1994 to October 1994, Mr. Grey was Senior Vice President,
Corporate Development of Titan Pharmaceuticals, Inc., a biopharmaceutical
holding company, and President and Chief Operating Officer at Ansan, Inc., an
early stage biopharmaceutical company. From 1991 until 1993, Mr. Grey served as
Vice President, Corporate Development of Glaxo, Inc., and from 1989 until 1991,
Mr. Grey served as Director of International Licensing of Glaxo Holdings p.l.c.,
where he was responsible for the worldwide licensing activities of Glaxo, Inc.
Mr. Grey holds a B.Sc. degree in Chemistry from the University of Notingham.

Harvey S. Sadow, Ph.D., 75, has been a director of the Company since March
1988 and Chairman of the Board of Directors since January 1991. Dr. Sadow was
President and Chief Executive Officer of Boehringer Ingelheim Corporation, a
major health care company, from 1971 until his retirement in January 1988 and
was Chairman of the Board of that company from 1988 through December 1990. Dr.
Sadow was Chairman of the University of Connecticut Foundation, the President's
Council of the American Lung Association, and the Connecticut Law Enforcement
Foundation and was a member of the Board of Directors of the Pharmaceutical
Manufacturers Association ("PMA") and Chairman of the Board of the PMA
Foundation. Dr. Sadow is also a member of several other professional committees
and societies, including the American Society for Clinical Pharmacology and
Therapeutics. He has published extensively in the field of treatment of diabetes
mellitus. Dr. Sadow is Chairman of Cholestech Corporation, a developer,
manufacturer and seller of lipid measuring diagnostic products; a director of
Penederm, Inc., a developer and marketer of specialized dermatology products;
and a director of several privately-held companies in the health care field.
Dr. Sadow holds a B.S. from the Virginia Military Institute, an M.S. from the
University of Kansas, and a Ph.D. from the University of Connecticut.

Vincent F. Simmon, Ph.D., 54, was appointed President and Chief Executive
Officer and a director of the Company in May 1996. From November 1994 until
December 1995, Dr. Simmon served as Chairman, President and Chief Executive
Officer of Prototek, Inc., a privately-held biopharmaceutical company focusing
on the development of protease inhibitors. From March 1990 to November 1994, Dr.
Simmon served as President, Chief Executive Officer and a director at Alpha I
Biomedicals, Inc., a biotechnology company. From February 1985 to March 1990,
Dr.

Simmon served as Vice President for Biomedical and Biotechnology Research at
W. R. Grace and Co. From 1979 to 1985, Dr. Simmon served in varying capacities
including Senior Vice President of Research and Development for Genex
Corporation, a genetic engineering company, and from 1973 to 1979 in varying
capacities including Assistant Director, Department of Technology for SRI
International, a consulting company. Dr. Simmon has served as a governor of the
Emerging Companies Section of BIO (Biotechnology Industrial Organization) and a
director of the Chemical Industries Institute for Toxicology (Research Triangle
Park). Dr. Simmon holds a B.A. degree in Biology and Chemistry from Amherst
College, an M.S. degree from the University of Toledo in Plant Physiology and a
Ph.D. degree in Molecular Biology from Brown University. Dr. Simmon was a post-
doctoral fellow at Stanford University from 1971 to 1973.

Davis L. Temple, Jr., Ph.D., 54, has been a director of and consultant to
the Company since March 1994 and served as co-member of the Office of the Chief
Executive of the Company from October 1995 to May 1996. In April 1997, Dr.
Temple was appointed as Chairman and Chief Executive Officer of Cognetix Inc., a
privately-held biopharmaceutical drug discovery and development company. From
November 1995 until April 1997, he was a Senior Consultant for Kaufman Brothers,
a New York investment bank. Prior to that, from January 1994 to November 1995
he was Managing Director at Stover Haley Burns, Inc., a life science advisory
group. From 1990 until 1993, Dr. Temple served as Vice President, CNS Drug
Discovery for Bristol-Myers Squibb and from 1984 to 1990 he served as Senior
Vice President, CNS Research at Bristol-Myers Company. Dr. Temple holds a B.S.
degree in Pharmacy from Louisiana State University and a Ph.D. degree in
Medicinal Chemistry and Pharmacology from the University of Mississippi.

Executive Officer

In addition to Dr. Simmon, the other executive officer of the Company is
D. Scott Hagen.

D. Scott Hagen, 42, has been Vice President and Chief Financial Officer of
the Company since January 1992 and was Vice President-Finance and Administration
from September 1988 through December 1991. He also served as Acting President
and Chief Operating Officer from October 1995 to May 1996. Mr. Hagen has been
Secretary since August 1991. From 1981 to August 1988, he was employed by
Chembiomed Ltd., a Canadian biopharmaceutical company, where he served in a
progression of scientific and administrative positions. Mr. Hagen holds a B.Sc.
in Biochemistry and an M.B.A. from the University of Alberta in Edmonton,
Canada.

Scientific Director

In addition to Dr. Cotman, the other Scientific Director of the Company is
Gary S. Lynch, Ph.D.

Gary S. Lynch, Ph.D., 54, has been a Scientific Director of and consultant
to the Company since October 1987 and served as a director of the Company from
March 1988 to March 1989 and from December 1994 to December 1995. Dr. Lynch has
been a Professor in the Department of Psychobiology at the University of
California, Irvine since 1981, and has held various other teaching and research
positions at that University since 1969. He is a Professor at the University's
Center for the Neurobiology of Learning and Memory. Dr. Lynch is a member of
the Neuroscience Society and the International Brain Research Organization. He
also serves on the Advisory Board of the Cognitive Neurosciences Institute.
Dr. Lynch has authored or co-authored over 400 articles and a number of books in
the areas of neurobiology, cognition and memory. Dr.

Lynch holds a B.A. in Psychology from the University of Delaware and a Ph.D. in
Psychology from Princeton University.

Board Committees

The Board of Directors of the Company has a standing Compensation Committee
and Audit Committee. The Board of Directors does not have a standing nominating
committee. The functions of the Compensation Committee include administering the
Company's stock plans and advising the Board of Directors on officer
compensation and on employee compensation generally. The Compensation Committee
held two meetings during fiscal 1997 and currently consists of Dr. Cotman as
Chairman of the Committee, Mr. Grey and Dr. Temple. The Audit Committee has the
responsibility of recommending to the Board of Directors the appointment of the
Company's outside auditors, examining the results of audits and reviewing
internal accounting controls. The Audit Committee held one meeting during fiscal
1997 and currently consists of Dr. Sadow as Chairman and Mr. Allnutt.

Attendance at Meetings

During the fiscal year ended June 30, 1997, the Board of Directors held a
total of eight meetings. No member of the Board of Directors attended fewer than
75% of the meetings of the Board and of the committees of which he was a member.

Executive Compensation

The following table sets forth summary information concerning compensation
paid or accrued by the Company for services rendered during the three fiscal
years ended June 30, 1997, to the Company's Chief Executive Officer and to the
other executive officer employed by the Company as of June 30, 1997.

Summary Compensation Table

Long Term
Annual Compensation Compensation Awards
--------------------------------------- ----------------------------
Securities
Underlying
Name and Other Annual Options/ All Other
Principal Position Year Salary Bonus Compensation (2) SARs(#) Compensation($)
- ------------------------------------------------------------------------------------------------------------------------------------

Vincent F. Simmon, Ph.D. (1) 1997 $200,000 $53,138 $50,005 -- $ --
President and Chief 1996 25,000 20,410 3,613 180,000 --
Executive Officer 1995 -- -- -- -- --

D. Scott Hagen 1997 $139,677 $11,024 $10,282 40,000 $ --
Vice President, 1996 128,751 18,750 14,663 11,000 --
Chief Financial Officer 1995 124,583 15,000 9,346 15,000 --
and Secretary

- ---------------------

(1) Dr. Simmon was appointed President and Chief Executive Officer on May 15,
1996.

(2) Represents accrued or paid-out vacation pay, sick pay and/or relocation
reimbursements.

Option Matters

Option Grants. The following table sets forth certain information
concerning grants of stock options to each of the Company's executive officers
named in the Summary Compensation Table during the fiscal year ended June 30,
1997.

Option Grants in Last Fiscal Year

Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted(#) Fiscal Year Price($/Sh) Date
- ---------------------------------------------------------------------------------------------

Vincent F. Simmon, Ph.D. -- 0% -- --

D. Scott Hagen 10,000 12% $2.8125 10/03/06
30,000 36% $2.8750 06/17/07

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Option Exercises. The following table sets forth certain information
concerning the exercise of options by each of the Company's executive officers
named in the Summary Compensation Table during the fiscal year ended June 30,
1997, including the aggregate value of gains on the date of exercise. In
addition, the table includes the number of shares covered by both exercisable
and unexercisable stock options as of June 30, 1997. Also reported are the
values for "in the money" options which represent the positive spread between
the exercise prices of any such existing stock options and $3.125, the last sale
price of Common Stock on June 30, 1997, as reported by Nasdaq.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Value Realized($)
(market price Number of Securities Value of Unexercised
at exercise Underlying Unexercised In-the-Money
Shares Acquired less exercise Options at FY-End(#) Options at FY-End($)
Name on Exercise(#) price) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------------

Vincent F. Simmon, Ph.D. 0 $ 0 64,999 115,001 $0 $ 0

D. Scott Hagen 14,000 (1) 19,900 20,767 55,233 0 10,625

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(1) Acquired upon exercise of a stock option that expired January 31, 1997.

Employment and Consulting Agreements

Vincent F. Simmon joined the Company as President and Chief Executive
Officer in May 1996. His employment agreement calls for a base salary of
$200,000 per year with an annual bonus, at the discretion of the Board of
Directors of the Company, in cash and/or equity equal to between 15% and 50% of
his base salary, subject to annual review by the Compensation Committee. For
the term commencing May 1996 and ending May 1997, Dr. Simmon received an annual
bonus of $50,000. In addition, Dr. Simmon received a one-time bonus of $23,500
to accommodate certain expenses incurred in connection with relocation. In
connection with his employment, Dr. Simmon was granted options to purchase
180,000 shares of Common Stock at an exercise price of $5.625 per share,
representing 100% of the fair market value as of the date of grant. The options
vest monthly over a three-year period commencing one month from the date of
grant and have a ten-year term.

Mr. Hagen entered into a three-year employment agreement with the Company,
commencing September 1, 1988. The employment agreement has been extended for
additional terms, most recently as of January 1, 1997 for a term ending December
31, 1997. The agreement currently provides for a base salary of $141,113 with an
annual bonus of between $10,000 and $30,000. In the event that Mr. Hagen's
employment is terminated other than for cause or as a result of his voluntary
resignation, death or disability, he will receive a severance payment equal to
six months' salary.

Drs. Carl W. Cotman and Gary S. Lynch (both of whom are co-founders and
Scientific Directors of the Company) have each entered into a consulting
agreement with the Company. Dr. Lynch receives a consulting fee of $65,000 per
year and Dr. Cotman receives a consulting fee of $33,000 per year. The term of
each consulting agreement commenced in November 1987 and will continue until
terminated by the respective parties thereto. The consulting agreements
obligate the respective consultants to make themselves available to the Company
for consulting and advisory services for an average of three days per month. In
June 1995, Dr. Cotman voluntarily reduced his annual consulting fees by $10,000.
On January 4, 1996, the Stock Option Committee granted options to Dr. Lynch to
purchase 100,000 shares of Common Stock with an exercise price of $3.50 per
share, the then fair market value, vested in full. Dr. Lynch will be entitled
to additional option grants in connection with the Company's success in
corporate partnering its AMPAKINE(TM) technology.

Dr. Davis L. Temple, a director of the Company, entered into a consulting
agreement with the Company in July 1994 that provides for the payment of
consulting fees of $10,000 for each six months of service.

Director Compensation

Each non-employee director (other than the Chairman of the Board or those
who join the Board of Directors to oversee an investment in the Company)
receives $1,500 at each Board of Directors meeting attended and an additional
$750 annual retainer for each committee on which he or she serves. The Chairman
of the Board receives $2,500 at each Board of Directors meeting attended and an
additional $750 annual retainer for each committee on which he or she serves.

Under the Company's 1996 Stock Incentive Plan, each non-employee director
(other than those who serve on the Board of Directors to oversee an investment
in the Company) is

automatically granted options to purchase 15,000 shares of Common Stock upon
commencement of service as a director and additional options to purchase 6,000
shares of Common Stock on the date of each Annual Meeting of Stockholders. Non-
employee directors who serve on the Board of Directors to oversee an investment
in the Company receive options to purchase 7,500 shares of Common Stock upon
commencement of service as a director and additional options to purchase 3,000
shares of Common Stock on the date of each Annual Meeting of Stockholders. These
nonqualified options have an exercise price equal to 100% of the fair market
value of the Common Stock on the date of grant, have a ten-year term and vest in
equal increments of 33-1/3% on each anniversary date of the dates of grant, and
are otherwise subject to the terms and provisions of the 1996 Stock Incentive
Plan.

CERTAIN TRANSACTIONS

The Company's Restated Certificate of Incorporation provides that, pursuant
to Delaware Law, directors of the Company shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its stockholders. This provision does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctions or other forms
of non-monetary relief remain available under Delaware Law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware Law. The provision also does not affect a director's
responsibility under any other law, such as the federal securities laws. The
Company has entered into Indemnification Agreements with each of its officers
and directors that obligate the Company to indemnify them as permitted by
applicable law.

See "Employment and Consulting Agreements" for a description of certain
arrangements and transactions with executive officers and directors.

PRINCIPAL STOCKHOLDERS

The following table sets forth, to the knowledge of the Company, certain
information regarding the beneficial ownership of the Company's Common Stock as
of September 30, 1997, by (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of
the directors and nominees, (iii) each of the named executive officers in the
Summary Compensation Table and (iv) all of the executive officers and directors
as a group. Except as indicated in the footnotes to this table, the Company
believes that the persons named in this table have sole voting and investment
power with respect to the shares of Common Stock indicated.

Directors, Shares Percent of
Officers, and 5% Beneficially Common Stock
Stockholders Owned Beneficially Owned
- --------------------------------------------------------------------------

Robert F. Allnutt 5,375 (1) *
Charles J. Casamento 15,000 *
Carl W. Cotman, Ph.D. 129,625 (2) 1.4
Michael G. Grey 10,625 (3) *
D. Scott Hagen 24,501 (4) *
Harvey S. Sadow, Ph.D. 50,959 (5) *
Vincent F. Simmon, Ph.D. 114,599 (6) 1.2
Davis L. Temple, Jr., Ph.D. 24,375 (7) *

Quantum Partners LDC (8) 657,400 6.9
Soros Fund Management
888 Seventh Avenue, 33rd Floor
New York, NY 10106

All officers and directors
as a group (8 persons) 375,059 3.9

- -----------------------

* Less than one percent

(1) Includes 4,375 shares that may be purchased upon exercise of options within
60 days of September 30, 1997.
(2) Includes 31,625 shares that may be purchased upon exercise of options
within 60 days of September 30, 1997.
(3) Includes 10,625 shares that may be purchased upon exercise of options
within 60 days of September 30, 1997.
(4) Includes 24,101 shares that may be purchased upon exercise of options
within 60 days of September 30, 1997.
(5) Includes 40,959 shares that may be purchased upon exercise of options
within 60 days of September 30, 1997.
(6) Includes 89,999 shares that may be purchased upon exercise of options
within 60 days of September 30, 1997.
(7) Includes 24,375 shares that may be purchased upon exercise of options
within 60 days of September 30, 1997.
(8) According to a Schedule 13D filed by George Soros (in his capacity as sole
proprietor of Soros Fund Management), these shares are held for the account
of Quantum Partners LDC, which has granted investment discretion to Soros
Fund Management. Mr. Soros may be deemed to be beneficial owner of such
shares.

The Company is not aware of any arrangements that may at a subsequent date
result in a change of control of the Company.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP, independent
auditors, to audit the financial statements of the Company for the fiscal year
ending June 30, 1998. The Board of Directors recommends that you vote FOR the
---
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection. Ernst &
Young LLP's representatives are expected to be present at the meeting with the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.

The persons named in the enclosed proxy will vote to appoint Ernst & Young
LLP unless contrary instructions are given in the proxy. The appointment of
Ernst & Young LLP shall be by the affirmative vote of the holders of a majority
of the shares voting on the proposal in person or by proxy at the meeting.

STOCKHOLDER PROPOSALS

Stockholder proposals for the 1998 Annual Meeting of Stockholders of the
Company must be received at the Company's offices, 15241 Barranca Parkway,
Irvine, California 92618, addressed to the Secretary, no later than July 10,
1998.

COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and ten-percent stockholders are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on the review of copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended June 30, 1997 all of the Company's
officers, directors and ten-percent stockholders complied with all applicable
Section 16(a) filing requirements.

TRANSACTION OF OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters other than those set forth herein and in the Notice of Annual
Meeting of Stockholders that will come before the meeting. Should any other
matters arise requiring the vote of stockholders, it is intended that proxies
will be voted in respect thereto in accordance with the best judgment of the
person or persons voting the proxies.

Please return your proxy as soon as possible. Unless a quorum consisting of
a majority of the outstanding shares entitled to vote is represented at the
meeting, no business can be transacted. Therefore, please be sure to date and
sign your proxy exactly as your name appears on your stock certificate and
return it in the enclosed postage prepaid return envelope. Please act promptly
to ensure that you will be represented at this important meeting.

THE COMPANY WILL PROVIDE WITHOUT CHARGE, AT THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE AT THE ANNUAL MEETING OF
STOCKHOLDERS, A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED JUNE 30, 1997. REQUESTS SHOULD BE MAILED TO THE SECRETARY, CORTEX
PHARMACEUTICALS, INC., 15241 BARRANCA PARKWAY, IRVINE, CALIFORNIA 92618.

By Order of the Board of Directors

D. Scott Hagen
Secretary

November 7, 1997

CORTEX PHARMACEUTICALS, INC.

PROXY SOLICITED BY BOARD OF DIRECTORS

Harvey S. Sadow, Ph.D. and Vincent F. Simmon, Ph.D., and each or either of
them, with full power of substitution, are hereby appointed proxies to vote the
stock of the undersigned in Cortex Pharmaceuticals, Inc. at the Annual Meeting
of Stockholders on December 11, 1997, and at any postponement and adjournment
thereof, to be held at 15241 Barranca Parkway, Irvine, California 92618, at 9:00
a.m. Pacific Time.

Management recommends that you vote FOR Proposal 1 and FOR Proposal 2.
- ---------------------------------------------------------------------

1. PROPOSAL 1 ELECTION OF DIRECTORS.
--------------------------------

[_] FOR all Nominees listed below [_] WITHHOLD AUTHORITY to
(except as indicated to the vote for all Nominees
contrary below) listed below

Robert F. Allnutt, Charles J. Casamento, Carl W. Cotman, Ph.D., Michael G.
Grey, Harvey S. Sadow, Ph.D., Vincent F. Simmon, Ph.D. and Davis L. Temple, Jr.,
Ph.D.

INSTRUCTION: To withhold authority to vote for any individual Nominee,
write that Nominee's name in the space provided below.

- --------------------------------------------------------------------------------

2. PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
------------------------------------------------------------------
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
-----------------------------------------------------------------------
1998.
----

[_] FOR [_] AGAINST [_] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof, including
procedural and other matters relating to the conduct of the meeting.

[Front of Proxy Card]

THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE SEVEN DIRECTOR NOMINEES LISTED ABOVE AND
FOR PROPOSAL 2.

Please sign exactly as name appears hereon.

------------------------------------------

Date: _____________________________, 1997

When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.

PLEASE IMMEDIATELY DATE, SIGN AND RETURN THIS CARD IN THE ENCLOSED ENVELOPE.
THANK YOU FOR YOUR PROMPT ATTENTION TO THIS IMPORTANT MATTER.

[Back of Proxy Card]