- Statement of Changes in Beneficial Ownership (4)

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: February 28, 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 * Townsend Scott B	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) GENERAL COUNSEL and EVP LEGAL
(Last)          (First)          (Middle) C/O CORNERSTONE THERAPEUTICS INC., 2000 REGENCY PARKWAY SUITE 255	3. Date of Earliest Transaction (MM/DD/YYYY) 10/31/2008
(Street) CARY, NC 27518 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2008		F (1)		193   (2)	D	$3.90   (3)	9293   (2)	D
Common Stock	11/3/2008		A		148722	A	$0.00   (4)	158015	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
( 1)	Pursuant to a tax withholding right approved by the Company's board of directors, the reporting person satisfied his tax withholding obligations upon the vesting of restricted stock granted to him on December 27, 2006 through a deemed disposition to the Company of a portion of the restricted shares that vested upon the "change in control" of the Company in connection with the merger with Cornerstone BioPharma Holdings, Inc. The Company deducted and retained these shares from the number of restricted shares that vested.
( 2)	On October 31, 2008, the common stock of Critical Therapeutics, Inc. was the subject of a 1-for-10 reverse stock split, resulting in a reduction to the reporting person's ownership of common stock to reflect such reverse stock split.
( 3)	Price adjusted to reflect reverse stock split.
( 4)	This restricted stock was received pursuant to the terms of a restricted stock agreement. The vesting schedule of this restricted stock is 25% on May 1, 2009, 25% on May 1, 2010, 25% on May 1, 2011, and 25% on May 1, 2012.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Townsend Scott B C/O CORNERSTONE THERAPEUTICS INC. 2000 REGENCY PARKWAY SUITE 255 CARY, NC 27518			GENERAL COUNSEL and EVP LEGAL

Signatures
/s/ Scott B. Townsend		11/4/2008
** 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.
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