X0202 4/A 2005-09-23 2005-09-23 0 0001062216 MEMORY PHARMACEUTICALS CORP MEMY 0001236368 GILBERT WALTER PHD C/O MEMORY PHARMACEUTICALS CORP. 100 PHILIPS PARKWAY MONTVALE NJ 07645 1 0 0 0 Common Stock 119298 I See Footnote Common Stock 66666 D This Form 4 is filed solely to correct the form of ownership of the shares of the Issuer?s common stock that were purchased on September 23, 2005. Of the 119,298 shares of common stock held indirectly by Dr. Gilbert, 66,666 shares are held by Dr. Gilbert?s spouse and 52,632 shares are held by a charitable remainder trust of which the reporting person and his spouse are the trustees and the beneficiaries. The reporting person disclaims beneficial ownership of the shares held by the charitable remainder trust, except to the extent of his and his wife?s pecuniary interest therein. /s/ Jzaneen Lalani Attorney-in-Fact 2006-03-06