Amended Statement of Changes of Beneficial Ownership

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* MARTELL RON	2. Issuer Name and Ticker or Trading Symbol NeurogesX Inc [ NGSX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) C/O NEUROGESX, INC., 2215 BRIDGEPOINTE PARKWAY, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 2/22/2012
(Street) SAN MATEO, CA 94404 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 2/1/2012	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonstatutory stock option (right to buy)	$1.07	1/30/2012		A		500000		1/1/2013 ⁽¹⁾ ⁽⁵⁾	1/30/2022	Common Stock	500000	$ 0	500000	D
Restricted Stock Units	$ 0	1/30/2012		A		100000		1/1/2013 ⁽²⁾ ⁽⁵⁾	⁽³⁾	Common Stock	100000 ⁽⁴⁾	$ 0	100000	D

Explanation of Responses:
( 1)	The option grant shares are granted under the 2011 Inducement Stock Plan and shall vest as follows: twenty-five percent (25%) of the total number of shares subject to option grant shall become exercisable on January 1, 2013 and 1/48th of the total number of shares subject to such option grant shall become exercisable monthly thereafter, subject to the grantee's continued service relationship with the Company.
( 2)	The restricted stock units are granted under the 2011 Inducement Stock Plan and shall vest as follows: twenty-five percent (25%) of the total number of shares subject to such grant shall vest on January 1, 2013 and twenty-five percent (25%) of the total number of shares subject to such grant shall vest annually thereafter, subject to the grantee's continued service relationship with the Company.
( 3)	Restricted Stock Units do not expire.
( 4)	Each restricted stock unit represents a contingent right to receive one share of NeurogesX, Inc. common stock.
( 5)	This Form 4 is being amended to update the vesting date for both grants. Each grant began vesting as of January 1, 2012 and therefore the first portion of shares subject to grant shall become exercisable on January 1, 2013.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARTELL RON C/O NEUROGESX, INC. 2215 BRIDGEPOINTE PARKWAY, SUITE 200 SAN MATEO, CA 94404	X		President and CEO

Signatures
/s/ Ronald A. Martell		2/22/2012
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.