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

        Date of Report (Date of earliest event reported) January 8, 2004

                                   AXONYX INC.
             (Exact name of Registrant as Specified in its Charter)

           Nevada                    000-25571                   86-0883978
(State or Other Jurisdiction        (Commission                (IRS Employer
     of Incorporation)              file Number)             Identification No.)

            500 Seventh Avenue, 10th Floor, New York, New York 10018
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (212) 645-7704




Item 5. Other Events and Regulation FD Disclosure

Axonyx Inc. announced on January 8, 2004 that it has entered into definitive
agreements with a group of institutional investors to raise $50 million gross
proceeds in a private placement of common stock and warrants. Proceeds from the
transaction will be used to support and expand the company's research and
development activities.

An aggregate of 9,650,183 million shares were issued at $5.15 per share. The
aggregate number of five-year warrants issued was 2,412,546, which is
equivalent to 25% of the total number of shares of common stock issued, with an
exercise price of $7.25 per share. The Company has agreed to file a registration
statement with the Securities and Exchange Commission within thirty days of
closing to permit resales of the common stock by the investors.

Rodman & Renshaw, Inc. was the lead placement agent for this transaction. Punk
Ziegel & Co. acted as the financial advisor and a placement agent to the
company.

Exhibits

4.1   Securities Purchase Agreement dated as of January 8, 2004, among the
      Registrant and the purchasers.

4.2   Registration Rights Agreement dated as of January 8, 2004, by and among
      the Registrant and the purchasers.

4.3   Form of Warrant.

99.1  Press Release dated January 8, 2004.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 12th day of January, 2004.

                                        AXONYX INC.


                                        By: /s/  S. COLIN NEILL
                                            -------------------
                                            Name: S. Colin Neill
                                            Title: Chief Financial Officer