<PAGE>
 
  As filed with the Securities and Exchange Commission on July 10, 1996
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                              NEUROGEN CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                    22-2845714
 (State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                       Identification No.)

                          35 Northeast Industrial Road
                          Branford, Connecticut  06405
             (Address of principal executive offices and zip code)

                  NEUROGEN CORPORATION 401(k) RETIREMENT PLAN
                            (Full title of the plan)
                             _____________________

                              Harry H. Penner, Jr.
                     President and Chief Executive Officer
                              Neurogen Corporation
                          35 Northeast Industrial Road
                          Branford, Connecticut  06405
                                 (203) 488-8201

                      (Name, address and telephone number,
                   including area code, of agent for service)
                             ______________________

                                   Copies to:
                           Donald B. Brant, Jr., Esq.
                        Milbank, Tweed, Hadley & McCloy
                            1 Chase Manhattan Plaza
                            New York, New York 10005

                        CALCULATION OF REGISTRATION FEE
============================================================================
                                    Proposed     Proposed 
    Title of                        maximum      maximum                     
   securities            Amount     offering    aggregate     Amount of     
     to be               to be       price       offering    registration   
   registered          registered  per share*     price*         fee        
- ----------------------------------------------------------------------------
   Common Stock,
   par value $.025
   per share**         100,000       $22.50    $2,250,000.00    $775.86
=============================================================================

       *Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low sale
price of the Common Stock on July 9, 1996 as reported on the Nasdaq National
Market.

     **In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  Incorporation of Documents by Reference.

                 The following documents filed by Neurogen Corporation (the
       "Company") with the Securities and Exchange Commission (the "Commission")
       are hereby incorporated by reference into this Registration Statement:

                 (a)  the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1995; and

                 (b)  the Company's Quarterly Report on Form 10-Q for the
            quarter ended March 31, 1996.

                 (c)  the Company's Current Reports on Form 8-K and Form 8-K-A,
            dated April 25, 1996.

                 The description of the Company's Common Stock, which is
       contained in a registration statement, dated February 21, 1990, filed on
       Form 8-A under the Securities Exchange Act of 1934, as amended (the
       "Exchange Act"), including any amendment or report filed for the purpose
       of updating such description, is hereby incorporated by reference into
       this Registration Statement.

                 All documents subsequently filed by the Company pursuant to
       Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
       filing of a post-effective amendment which indicates that all securities
       offered have been sold or which deregisters all securities then remaining
       unsold, shall be deemed to be incorporated by reference herein and to be
       a part of this Registration Statement from the date of the filing of such
       documents.


       Item 4.  Description of Securities.

                 Not applicable.


       Item 5.  Interests of Named Experts and Counsel.

                 Not applicable.

       Item 6.  Indemnification of Directors and Officers.


                 The Company is a Delaware corporation.  Article NINTH of the
       Certificate of Incorporation of the Company provides that the Company
       shall, to the full extent permitted by Section 145 of the General
       Corporation Law of the State of the Delaware (the "Delaware
<PAGE>
 
       Law"), indemnify its directors and officers.  Section 145  generally
       permits the Company to indemnify directors and officers:

                      (a) against expenses, including attorney fees, judgments,
            fines and amounts paid in settlements reasonably incurred by a
            director or officer in connection with a claim brought by a third
            party; and

                      (b)  against expenses, including attorney fees (but, not
            judgments, etc.), reasonably incurred by a director or officer in a
            claim brought by the Company, including stockholder derivative
            suits, unless such director or officer is found by a court to be
            liable to the Company and such court does not determine that the
            director or officer is fairly and reasonably entitled to indemnity.

       The indemnification noted above may be provided only if the disinterested
       directors not a party to any such action, independent legal counsel or
       the Company's stockholders determine that the directors and/or officers
       seeking indemnification acted in good faith and in a manner reasonably
       believed to be in or not opposed to the best interests of the Company.

                 The Company's Certificate of Incorporation, pursuant to Section
       102(b)(7) of the Delaware Law, contains provisions eliminating, in
       certain circumstances, the personal liability of a director to the
       Company or its stockholders for money damages for breach of fiduciary
       duty as a director.  While this provision provides relatively broad
       protection, it also allows significant exceptions to such protection.
       Pursuant to this provision and the Delaware Law, each director will
       continue to be subject to liability for breach of the director's duty of
       loyalty to the Company, for acts or omissions not in good faith or
       involving intentional misconduct, for knowing violations of the law, for
       actions leading to improper personal benefits to the director, for claims
       for nonmonetary or equitable relief, to any person or entity other than
       the corporation or its stockholders, for defense costs, for claims
       against a director in his capacity as an officer of the corporation and
       for willful or negligent violations of the Delaware Law provisions
       dealing with payment of dividends or approval of stock repurchases or
       redemptions.  Also, the provision does not affect a director's
       responsibilities under any other law, such as the federal securities laws
       or state or federal environmental laws.  As permitted under the Delaware
       Law, this provision limits the personal liability of directors only, not
       officers.

                 At present, there is no pending litigation or proceeding
       involving a director or officer of the Company as to which
       indemnification is being sought nor is the Company aware of any
       threatened litigation that may result in claims for indemnification by
       any officer, director or employee of the Company.

       Item 7.  Exemption from Registration Claimed.

                 Not applicable.


       Item 8.  Exhibits.

                                      II-2
<PAGE>
 
       Exhibit No.           Description
       -----------           -----------

         3.1     Restated Certificate of Incorporation filed June 17, 1994
                 (incorporated by reference to Exhibit 3.1 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1995).

         3.2     By-Laws, as amended (incorporated by reference to Exhibit 3.6
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1993).

         23.1    Consent of KPMG Peat Marwick LLP, Independent Auditors.

         24.1    Powers of Attorney of Frank C. Carlucci, John F. Tallman,
                 Ph.D., Robert H. Roth, Ph.D., Jeffrey J. Collinson, John Simon,
                 Robert M. Gardiner, Robert N. Butler, M.D., Richard D.
                 Harrison, Barry M. Bloom, Ph.D, and Mark Novitch, M.D.


                 The Company intends to request in a timely manner a ruling from
       the Internal Revenue Service (the "IRS") that the Neurogen Corporation
       401(k) Retirement Plan, as amended, is a qualified plan under Section
       401(a) of the Internal Revenue Code (the "Code"), and that the related
       trust is tax-exempt under Section 501(a) of the Code.  The Company hereby
       undertakes that it will make all changes required by the IRS in order to
       obtain such ruling.

       Item 9.  Undertakings.

                 (a)  The undersigned registrant hereby undertakes:

                      (1) To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this registration
                 statement;

                           (i) To include any prospectus required by Section
                      10(a)(3) of the Securities Act of 1933, as amended (the
                      "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of this registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in this registration statement.  Notwithstanding the
                      foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high and of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than 20 percent change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement.

                                      II-3
<PAGE>
 
                           (iii) To include any material information with
                      respect to the plan of distribution not previously
                      disclosed in this registration statement or any material
                      change to such information in this registration statement;

                 provided, however, that the foregoing paragraphs (a)(1)(i) and
                 (a)(1)(ii) shall not apply if the registration statement is on
                 Form S-3, Form S-8 or Form F-3, and the information required to
                 be included in a post-effective amendment by those paragraphs
                 is contained in periodic reports filed by the registrant
                 pursuant to Section 13 or 15(d) of the Exchange Act that are
                 incorporated by reference in this registration statement.

                      (2) That, for the purpose of determining any liability
                 under the Securities Act, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

                      (3) To remove from registration by means of a post-
                 effective amendment any of the securities being registered
                 which remain unsold at the termination of the offering.

                 (b) The undersigned registrant hereby undertakes that, for
            purposes of determining any liability under the Securities Act, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or 15(d) of the Exchange Act (and, where applicable, each filing of
            an employee benefit plan's annual report pursuant to Section 15(d)
            of the Exchange Act) that is incorporated by reference in this
            registration statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

                 (c)  Insofar as indemnification for liabilities arising under
            the Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Commission such indemnification is against public
            policy as expressed in the Securities Act and is, therefore,
            unenforceable.  In the event that a claim for indemnification
            against such liabilities (other than the payment by the registrant
            of expenses incurred or paid by a director, officer or controlling
            person of the registrant in the successful defense of any action,
            suit or proceeding) is asserted by such director, officer or
            controlling person in connection with the securities being
            registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Securities Act and will be governed by the final adjudication of
            such issue.

                                      II-4
<PAGE>
 
                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act, the
       registrant certifies that it has reasonable grounds to believe that it
       meets all of the requirements for filing on Form S-8 and has duly caused
       this Registration Statement to be signed on its behalf by the
       undersigned, thereunto duly authorized, in the City of Branford, State of
       Connecticut, on this 10th day of July, 1996.

                                      NEUROGEN CORPORATION

                                      By: /s/ HARRY H. PENNER, JR.
                                         --------------------------------------
                                       Harry H. Penner, Jr.
                                       President and Chief Executive Officer
 
 
                 Pursuant to the requirements of the Securities Act, this
       Registration Statement has been signed by the following persons in the
       capacities and on the date indicated.
 

<TABLE> 
<CAPTION> 

Signature                       Title                                   Date
- ---------                       -----                                   ----
<S>                           <C>                                       <C>     
 
         *                    Chairman of the Board and Director        July 10, 1996
- --------------------------
   Frank C. Carlucci

 
/s/ HARRY H. PENNER, JR.      President, Chief Executive Officer and    July 10, 1996
- --------------------------    Director (Principal Executive
    Harry H. Penner, Jr.      Officer) 
 

        *                     Executive Vice President, Secretary,      July 10, 1996
- --------------------------    Scientific Director and Director
 John F. Tallman, Ph.D.
 

 /s/ STEPHEN R. DAVIS         Vice President-Finance, Chief Financial   July 10, 1996
- --------------------------    Officer and Treasurer (Principal 
    Stephen R. Davis          Accounting and Financial Officer)
 

         *                    Director                                  July 10, 1996
- --------------------------
   Robert H. Roth, Ph.D.
 

         *                    Director                                  July 10, 1996
- --------------------------
   Jeffrey J. Collinson
 

         *                    Director                                  July 10, 1996
- --------------------------
      John Simon
 

         *                    Director                                  July 10, 1996
- --------------------------
   Robert M. Gardiner

 
         *                    Director                                  July 10, 1996
- --------------------------
 Robert N. Butler, M.D.
 

         *                    Director                                  July 10, 1996
- --------------------------
   Richard D. Harrison
 

         *                    Director                                  July 10, 1996
- --------------------------
   Mark Novitch, M.D.
 

          *                   Director                                  July 10, 1996
- --------------------------
   Barry M. Bloom, Ph.D.
 
</TABLE> 

*By:  /s/ HARRY H. PENNER, JR.
     --------------------------
     Harry H. Penner, Jr., Attorney-in-Fact

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX

                                                            Sequential
       Exhibit No.         Description                    Page No.
       -----------         -----------                    --------


         3.1     Restated Certificate of Incorporation filed June, 17 1994
                 (incorporated by reference to Exhibit 3.1 to the Company's Form
                 10-K for the fiscal year ended December 31, 1995).

         3.2     By-Laws, as amended (incorporated by reference to Exhibit 3.6
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1993).

        23.1     Consent of KPMG Peat Marwick LLP, Independent Auditors.

        24.1     Powers of Attorney of Frank C. Carlucci, John F. Tallman
                 Ph.D., Robert H. Roth Ph.D., Jeffrey J. Collinson, John Simon,
                 Robert M. Gardiner, Robert N. Butler, M.D., Richard D.
                 Harrison, Barry M. Bloom, Ph.D., and Mark Novitch, M.D.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20064}]
{"company-data": {"conformed-name": "NEUROGEN CORP", "cik": "0000849043", "assigned-sic": "2834", "irs-number": "222845714", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07957", "film-number": "96593449"}, "business-address": {"street1": "35 NORTHEAST INDUSTRIAL RD", "city": "BRANFORD", "state": "CT", "zip": "06405", "phone": "2034888201"}}
As filed with the Securities and Exchange Commission on July 10, 1996
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                              NEUROGEN CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                    22-2845714
 (State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                       Identification No.)

                          35 Northeast Industrial Road
                          Branford, Connecticut  06405
             (Address of principal executive offices and zip code)

                  NEUROGEN CORPORATION 401(k) RETIREMENT PLAN
                            (Full title of the plan)
                             _____________________

                              Harry H. Penner, Jr.
                     President and Chief Executive Officer
                              Neurogen Corporation
                          35 Northeast Industrial Road
                          Branford, Connecticut  06405
                                 (203) 488-8201

                      (Name, address and telephone number,
                   including area code, of agent for service)
                             ______________________

                                   Copies to:
                           Donald B. Brant, Jr., Esq.
                        Milbank, Tweed, Hadley & McCloy
                            1 Chase Manhattan Plaza
                            New York, New York 10005

                        CALCULATION OF REGISTRATION FEE
============================================================================
                                    Proposed     Proposed 
    Title of                        maximum      maximum                     
   securities            Amount     offering    aggregate     Amount of     
     to be               to be       price       offering    registration   
   registered          registered  per share*     price*         fee        
- ----------------------------------------------------------------------------
   Common Stock,
   par value $.025
   per share**         100,000       $22.50    $2,250,000.00    $775.86
=============================================================================

       *Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low sale
price of the Common Stock on July 9, 1996 as reported on the Nasdaq National
Market.

     **In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  Incorporation of Documents by Reference.

                 The following documents filed by Neurogen Corporation (the
       "Company") with the Securities and Exchange Commission (the "Commission")
       are hereby incorporated by reference into this Registration Statement:

                 (a)  the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1995; and

                 (b)  the Company's Quarterly Report on Form 10-Q for the
            quarter ended March 31, 1996.

                 (c)  the Company's Current Reports on Form 8-K and Form 8-K-A,
            dated April 25, 1996.

                 The description of the Company's Common Stock, which is
       contained in a registration statement, dated February 21, 1990, filed on
       Form 8-A under the Securities Exchange Act of 1934, as amended (the
       "Exchange Act"), including any amendment or report filed for the purpose
       of updating such description, is hereby incorporated by reference into
       this Registration Statement.

                 All documents subsequently filed by the Company pursuant to
       Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
       filing of a post-effective amendment which indicates that all securities
       offered have been sold or which deregisters all securities then remaining
       unsold, shall be deemed to be incorporated by reference herein and to be
       a part of this Registration Statement from the date of the filing of such
       documents.

       Item 4.  Description of Securities.

                 Not applicable.

       Item 5.  Interests of Named Experts and Counsel.

                 Not applicable.

       Item 6.  Indemnification of Directors and Officers.

                 The Company is a Delaware corporation.  Article NINTH of the
       Certificate of Incorporation of the Company provides that the Company
       shall, to the full extent permitted by Section 145 of the General
       Corporation Law of the State of the Delaware (the "Delaware
Law"), indemnify its directors and officers.  Section 145  generally
       permits the Company to indemnify directors and officers:

                      (a) against expenses, including attorney fees, judgments,
            fines and amounts paid in settlements reasonably incurred by a
            director or officer in connection with a claim brought by a third
            party; and

                      (b)  against expenses, including attorney fees (but, not
            judgments, etc.), reasonably incurred by a director or officer in a
            claim brought by the Company, including stockholder derivative
            suits, unless such director or officer is found by a court to be
            liable to the Company and such court does not determine that the
            director or officer is fairly and reasonably entitled to indemnity.

       The indemnification noted above may be provided only if the disinterested
       directors not a party to any such action, independent legal counsel or
       the Company's stockholders determine that the directors and/or officers
       seeking indemnification acted in good faith and in a manner reasonably
       believed to be in or not opposed to the best interests of the Company.

                 The Company's Certificate of Incorporation, pursuant to Section
       102(b)(7) of the Delaware Law, contains provisions eliminating, in
       certain circumstances, the personal liability of a director to the
       Company or its stockholders for money damages for breach of fiduciary
       duty as a director.  While this provision provides relatively broad
       protection, it also allows significant exceptions to such protection.
       Pursuant to this provision and the Delaware Law, each director will
       continue to be subject to liability for breach of the director's duty of
       loyalty to the Company, for acts or omissions not in good faith or
       involving intentional misconduct, for knowing violations of the law, for
       actions leading to improper personal benefits to the director, for claims
       for nonmonetary or equitable relief, to any person or entity other than
       the corporation or its stockholders, for defense costs, for claims
       against a director in his capacity as an officer of the corporation and
       for willful or negligent violations of the Delaware Law provisions
       dealing with payment of dividends or approval of stock repurchases or
       redemptions.  Also, the provision does not affect a director's
       responsibilities under any other law, such as the federal securities laws
       or state or federal environmental laws.  As permitted under the Delaware
       Law, this provision limits the personal liability of directors only, not
       officers.

                 At present, there is no pending litigation or proceeding
       involving a director or officer of the Company as to which
       indemnification is being sought nor is the Company aware of any
       threatened litigation that may result in claims for indemnification by
       any officer, director or employee of the Company.

       Item 7.  Exemption from Registration Claimed.

                 Not applicable.

       Item 8.  Exhibits.

                                      II-2
Exhibit No.           Description
       -----------           -----------

         3.1     Restated Certificate of Incorporation filed June 17, 1994
                 (incorporated by reference to Exhibit 3.1 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1995).

         3.2     By-Laws, as amended (incorporated by reference to Exhibit 3.6
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1993).

         23.1    Consent of KPMG Peat Marwick LLP, Independent Auditors.

         24.1    Powers of Attorney of Frank C. Carlucci, John F. Tallman,
                 Ph.D., Robert H. Roth, Ph.D., Jeffrey J. Collinson, John Simon,
                 Robert M. Gardiner, Robert N. Butler, M.D., Richard D.
                 Harrison, Barry M. Bloom, Ph.D, and Mark Novitch, M.D.

                 The Company intends to request in a timely manner a ruling from
       the Internal Revenue Service (the "IRS") that the Neurogen Corporation
       401(k) Retirement Plan, as amended, is a qualified plan under Section
       401(a) of the Internal Revenue Code (the "Code"), and that the related
       trust is tax-exempt under Section 501(a) of the Code.  The Company hereby
       undertakes that it will make all changes required by the IRS in order to
       obtain such ruling.

       Item 9.  Undertakings.

                 (a)  The undersigned registrant hereby undertakes:

                      (1) To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this registration
                 statement;

                           (i) To include any prospectus required by Section
                      10(a)(3) of the Securities Act of 1933, as amended (the
                      "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of this registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in this registration statement.  Notwithstanding the
                      foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high and of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than 20 percent change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement.

                                      II-3
(iii) To include any material information with
                      respect to the plan of distribution not previously
                      disclosed in this registration statement or any material
                      change to such information in this registration statement;

                 provided, however, that the foregoing paragraphs (a)(1)(i) and
                 (a)(1)(ii) shall not apply if the registration statement is on
                 Form S-3, Form S-8 or Form F-3, and the information required to
                 be included in a post-effective amendment by those paragraphs
                 is contained in periodic reports filed by the registrant
                 pursuant to Section 13 or 15(d) of the Exchange Act that are
                 incorporated by reference in this registration statement.

                      (2) That, for the purpose of determining any liability
                 under the Securities Act, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

                      (3) To remove from registration by means of a post-
                 effective amendment any of the securities being registered
                 which remain unsold at the termination of the offering.

                 (b) The undersigned registrant hereby undertakes that, for
            purposes of determining any liability under the Securities Act, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or 15(d) of the Exchange Act (and, where applicable, each filing of
            an employee benefit plan's annual report pursuant to Section 15(d)
            of the Exchange Act) that is incorporated by reference in this
            registration statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

                 (c)  Insofar as indemnification for liabilities arising under
            the Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Commission such indemnification is against public
            policy as expressed in the Securities Act and is, therefore,
            unenforceable.  In the event that a claim for indemnification
            against such liabilities (other than the payment by the registrant
            of expenses incurred or paid by a director, officer or controlling
            person of the registrant in the successful defense of any action,
            suit or proceeding) is asserted by such director, officer or
            controlling person in connection with the securities being
            registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Securities Act and will be governed by the final adjudication of
            such issue.

                                      II-4
SIGNATURES

                 Pursuant to the requirements of the Securities Act, the
       registrant certifies that it has reasonable grounds to believe that it
       meets all of the requirements for filing on Form S-8 and has duly caused
       this Registration Statement to be signed on its behalf by the
       undersigned, thereunto duly authorized, in the City of Branford, State of
       Connecticut, on this 10th day of July, 1996.

                                      NEUROGEN CORPORATION

                                      By: /s/ HARRY H. PENNER, JR.
                                         --------------------------------------
                                       Harry H. Penner, Jr.
                                       President and Chief Executive Officer
 
 
                 Pursuant to the requirements of the Securities Act, this
       Registration Statement has been signed by the following persons in the
       capacities and on the date indicated.
Signature                       Title                                   Date
- ---------                       -----                                   ----
*                    Chairman of the Board and Director        July 10, 1996
- --------------------------
   Frank C. Carlucci

 
/s/ HARRY H. PENNER, JR.      President, Chief Executive Officer and    July 10, 1996
- --------------------------    Director (Principal Executive
    Harry H. Penner, Jr.      Officer) 
 

        *                     Executive Vice President, Secretary,      July 10, 1996
- --------------------------    Scientific Director and Director
 John F. Tallman, Ph.D.
 

 /s/ STEPHEN R. DAVIS         Vice President-Finance, Chief Financial   July 10, 1996
- --------------------------    Officer and Treasurer (Principal 
    Stephen R. Davis          Accounting and Financial Officer)
 

         *                    Director                                  July 10, 1996
- --------------------------
   Robert H. Roth, Ph.D.
 

         *                    Director                                  July 10, 1996
- --------------------------
   Jeffrey J. Collinson
 

         *                    Director                                  July 10, 1996
- --------------------------
      John Simon
 

         *                    Director                                  July 10, 1996
- --------------------------
   Robert M. Gardiner

 
         *                    Director                                  July 10, 1996
- --------------------------
 Robert N. Butler, M.D.
 

         *                    Director                                  July 10, 1996
- --------------------------
   Richard D. Harrison
 

         *                    Director                                  July 10, 1996
- --------------------------
   Mark Novitch, M.D.
 

          *                   Director                                  July 10, 1996
- --------------------------
   Barry M. Bloom, Ph.D.
*By:  /s/ HARRY H. PENNER, JR.
     --------------------------
     Harry H. Penner, Jr., Attorney-in-Fact

                                      II-5
EXHIBIT INDEX

                                                            Sequential
       Exhibit No.         Description                    Page No.
       -----------         -----------                    --------

         3.1     Restated Certificate of Incorporation filed June, 17 1994
                 (incorporated by reference to Exhibit 3.1 to the Company's Form
                 10-K for the fiscal year ended December 31, 1995).

         3.2     By-Laws, as amended (incorporated by reference to Exhibit 3.6
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1993).

        23.1     Consent of KPMG Peat Marwick LLP, Independent Auditors.

        24.1     Powers of Attorney of Frank C. Carlucci, John F. Tallman
                 Ph.D., Robert H. Roth Ph.D., Jeffrey J. Collinson, John Simon,
                 Robert M. Gardiner, Robert N. Butler, M.D., Richard D.
                 Harrison, Barry M. Bloom, Ph.D., and Mark Novitch, M.D.