Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Finnegan Frederick
   2. Issuer Name and Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [CRTX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP of Sales and Marketing
(Last)
(First)
(Middle)
C/O CRITICAL THERAPEUTICS, INC., 60 WESTVIEW ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
09/19/2005
(Street)

LEXINGTON, MA 02421		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock 09/19/2005   M   13,058 A $ 1.05 29,295 D  
Common Stock 09/19/2005   M   11,111 A $ 1.05 40,406 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock (Right to Buy) $ 1.05 09/19/2005   M     13,058   (1) 10/15/2013 Common Stock 13,058 (2) 13,608 D  
Option to Purchase Common Stock (Right to Buy) $ 1.05 09/19/2005   M     11,111   (3) 12/19/2013 Common Stock 11,111 (2) 37,602 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Finnegan Frederick
C/O CRITICAL THERAPEUTICS, INC.
60 WESTVIEW ROAD
LEXINGTON, MA 02421		       SVP of Sales and Marketing  

Signatures

 /s/ Frederick Finnegan   09/26/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Of the option to purchase 26,666 shares of Common Stock of Critical Therapeutics, Inc. originally granted on October 15, 2003, 25% of the underlying shares vested on September 8, 2004. The remainder of the underlying shares vest in 36 equal monthly installments beginning one month thereafter.
(2) Not applicable.
(3) Of the option to purchase 64,950 shares of Common Stock of Critical Therapeutics, Inc. originally granted on December 19, 2003, 25% of the underlying shares vested on December 19, 2003. 50% of of the underlying shares vest in four equal annual installments on each of December 31, 2004, 2005, 2006 and 2007 based on the satisfaction of certain performance objectives as determined by the Company, provided that any of such shares that remain unvested shall vest on December 31, 2008. The remaining 25% of the underlying shares vest under a schedule providing for one-quarter to become exercisable on December 19, 2004 and the remaining three-quarters to become exercisable in 36 equal monthly installments beginning one month thereafter.

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