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

                                February 9, 2006
                Date of Report (Date of earliest event reported)

                         SAMARITAN PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                        0-26775                  88-0431538
(State or other Jurisdiction   (Commission File Number)       (IRS Employer
      of Incorporation)                                     Identification No.)


                     101 Convention Center Drive, Suite 310
                             Las Vegas, Nevada 89109
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (702) 735-7001

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:

[ ]    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 (17CFR240.14d2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17CFR 240.13e4(c))




ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

Attached hereto as Exhibit 99.1 is a press release, which is incorporated by
reference herein, issued by Samaritan Pharmaceuticals, Inc. (the "Company") on
February 9, 2006, announcing the Company's receipt of a warning letter from the
staff of the American Stock Exchange advising the Company of its failure to
comply with the continued listing standard described in Section 301 of the AMEX
Company Guide, which provides that a listed company is not permitted to issue,
or authorize its transfer agent or registrar to issue or register, additional
securities of a listed class until is has filed an application for the listing
of such additional securities and received notification from the AMEX that the
securities have been approved for listing.

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The Company filed an application for the listing of additional securities and
received notification from the AMEX on February 8, 2006 that the securities have
been approved for listing, resolving the compliance deficiency.


ITEM 9.01. Financial Statements and Exhibits.
        (a)        Exhibits:

Exhibit
Number      Description of Exhibit
-------     --------------------------------------------------------------------
   99.1     News Release dated February  9, 2006




                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.





                                                   Date:  February 9, 2006


                                                   By:  /s/Eugene J. Boyle
                                                        ------------------------
                                                        Eugene J. Boyle
                                                        Chief Financial Officer