Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  OGILVIE SCOTT VARDE
 2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2007		 3. Issuer Name and Ticker or Trading Symbol
Neuralstem, Inc. [CUR]
(Last)
(First)
(Middle)
9700 GREAT SENPCA HIGHWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
09/04/2007
(Street)

ROCKVILLE, MD 20805		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Option 05/12/2007(1) 04/11/2014 Common Stock 20,000 $ 3.3 D  
Common Stock Purchase Option   (2) 05/16/2014(3) Common Stock 5,000 $ 3.83 (3) D  
Common Stock Purchase Option   (2) 05/16/2014(3) Common Stock 5,000 $ 3.83 (3) D  
Common Stock Purchase Option   (2) 05/16/2014(3) Common Stock 5,000 $ 3.83 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OGILVIE SCOTT VARDE
9700 GREAT SENPCA HIGHWAY
ROCKVILLE, MD 20805		   X      

Signatures

/s/ Scott Ogilvie 04/18/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The options were granted as compensation to the reporting person for serving on the company's board of directors under the company's 2005 Stock Plan. The grant date for the options is April 12, 2007. The options vest as follows: (i) 10,000 vest upon the one month anniversary of joining the company's board of directors; and (ii) the remaining 10,000 vest quarterly over the year provided the reporting person continues to serve on the board of directors. The options become immediately exercisable upon vesting.
(2) The options were granted under the company's 2005 Stock Plan as compensation to the reporting person for serving on committees established by the board of directors. The grant date for the options is May 16, 2007. The options vest quarterly over the year provided the reporting person continues serving on such committee. The options become immediately exercisable upon vesting.
(3) This amendment is being filed to correct an erroneously filed grant date and exercise price. The date is being amended from June 28, 2007 to May 16, 2007. The exercise price is being amended from $2.77 to $3.83.

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