<PAGE>
     As filed with the Securities and Exchange Commission on August 12, 2005

                                                   Registration No. 333-________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          Memory Pharmaceuticals Corp.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                          <C>
                    Delaware                                      04-3363475
(State or Other Jurisdiction of Incorporation or               (I.R.S. Employer
                  Organization)                              Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
               100 Philips Parkway
              Montvale, New Jersey                                  07645
    (Address of Principal Executive Offices)                      (Zip Code)
</TABLE>

                            2004 Stock Incentive Plan
                            (Full Title of the Plan)

                                 James R. Sulat
                      President and Chief Executive Officer
                               100 Philips Parkway
                           Montvale, New Jersey 07645
                     (Name and Address of Agent For Service)

                                 (201) 802-7100
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    Title of                         Proposed Maximum     Proposed Maximum
Securities to be    Amount to be    Offering Price Per   Aggregate Offering       Amount of
   Registered       Registered(1)          Share                Price         Registration Fee
----------------   --------------   ------------------   ------------------   ----------------
<S>                <C>              <C>                  <C>                  <C>
Common Stock,
$0.001 par value
per share          775,000 shares        $2.35 (2)          $1,821,250 (2)         $214.36
</TABLE>

(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
     this registration statement shall be deemed to cover any additional
     securities that may from time to time be offered or issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) and 457(c) of the Securities Act of 1933, as
     amended. The price per share and aggregate offering price are calculated on
     the basis of the average of the high and low prices of the registrant's
     common stock on August 10, 2005, as reported on the NASDAQ National Market.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement on Form S-8 is being filed for the purpose of
registering an aggregate of 775,000 shares of common stock of the Registrant to
be issued pursuant to the Registrant's Amended and Restated 2004 Stock Incentive
Plan (the "Plan"). The 775,000 shares of common stock being registered hereunder
represent an increase in the number of shares reserved for issuance under the
Plan, which was approved by the Registrant's stockholders at the Registrant's
2005 Annual Meeting of Stockholders held on July 28, 2005.

ITEM 1. PLAN INFORMATION.

     The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

     (a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

     (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates
<PAGE>
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
the filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this registration statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Covington & Burling has opined as to the legality of the securities being
offered by this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102 of the General Corporation Law of the State of Delaware permits
a corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant's certificate of incorporation provides that no
director of the registrant shall be personally liable to it or its stockholders
for monetary damages for any breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability, except to the
extent that the General Corporation Law of the State of Delaware prohibits the
elimination or limitation of liability of directors for breaches of fiduciary
duty.

     Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee, or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by the person in connection with an action, suit or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
in any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or other adjudicating court determines that, despite the adjudication
of liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     The registrant's certificate of incorporation provides for the
indemnification of directors and officers to the fullest extent permissible
under Delaware law.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

ITEM 9. UNDERTAKINGS.

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;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration
statement; and

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.

          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 Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.

          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 Securities and
<PAGE>
Exchange 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.
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Montvale, New Jersey on this 12th day of August, 2005.

                                       MEMORY PHARMACEUTICALS CORP.


                                       By: /s/ James R. Sulat
                                           ------------------------------------
                                           James R. Sulat
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Memory Pharmaceuticals Corp.,
hereby severally constitute and appoint James R. Sulat, Tony Scullion and
Jzaneen Lalani, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Memory Pharmaceuticals Corp. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Signature                            Title                    Date
             ---------                            -----                    ----
<S>                                   <C>                            <C>


/s/ Tony Scullion                     Executive Chairman             August 12, 2005
-----------------------------------
Tony Scullion


/s/ James R. Sulat                    President, Chief Executive     August 12, 2005
-----------------------------------   Officer (Principal Executive
James R. Sulat                        Officer) and Director


/s/ David A. Lowe                     Chief Scientific Officer and   August 12, 2005
-----------------------------------   Director
David A. Lowe, Ph.D.


/s/ Joseph M Donabauer                Vice President & Controller    August 12, 2005
-----------------------------------   (Principal Accounting and
Joseph M. Donabauer                   Principal Financial Officer)


/s/ Anthony B. Evnin                  Director                       August 12, 2005
-----------------------------------
Anthony B. Evnin, Ph.D.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             Signature                            Title                    Date
             ---------                            -----                    ----
<S>                                   <C>                            <C>


/s/ Jonathan J. Fleming               Director                       August 12, 2005
-----------------------------------
Jonathan J. Fleming


                                      Director                       August 12, 2005
-----------------------------------
Walter Gilbert, Ph.D.


/s/ Robert I. Kriebel                 Director                       August 12, 2005
-----------------------------------
Robert I. Kriebel


/s/ Michael E. Meyers                 Director                       August 12, 2005
-----------------------------------
Michael E. Meyers, M.P.H.


/s/ Peter F. Young                    Director                       August 12, 2005
-----------------------------------
Peter F. Young
</TABLE>
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number   Description
------   -----------
<S>      <C>
  5.1    Opinion of Covington & Burling, counsel to the Registrant

 23.1    Consent of Covington & Burling
         (included in Exhibit 5.1)

 23.2    Consent of KPMG LLP

 24.1    Power of attorney (included on the signature pages of this registration
         statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y11870sv8.txt", "description": "MEMORY PHARMACEUTICALS CORP.", "secsgml_size_bytes": 17525}]
{"company-data": {"conformed-name": "MEMORY PHARMACEUTICALS CORP", "cik": "0001062216", "assigned-sic": "2834", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127485", "film-number": "051020164"}, "business-address": {"street1": "100 PHILIPS PARKWAY", "city": "MONTVALE", "state": "NJ", "zip": "07645", "phone": "2018027100"}}
As filed with the Securities and Exchange Commission on August 12, 2005

                                                   Registration No. 333-________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          Memory Pharmaceuticals Corp.
             (Exact Name of Registrant as Specified in Its Charter)
Delaware                                      04-3363475
(State or Other Jurisdiction of Incorporation or               (I.R.S. Employer
                  Organization)                              Identification No.)
100 Philips Parkway
              Montvale, New Jersey                                  07645
    (Address of Principal Executive Offices)                      (Zip Code)
2004 Stock Incentive Plan
                            (Full Title of the Plan)

                                 James R. Sulat
                      President and Chief Executive Officer
                               100 Philips Parkway
                           Montvale, New Jersey 07645
                     (Name and Address of Agent For Service)

                                 (201) 802-7100
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Title of                         Proposed Maximum     Proposed Maximum
Securities to be    Amount to be    Offering Price Per   Aggregate Offering       Amount of
   Registered       Registered(1)          Share                Price         Registration Fee
----------------   --------------   ------------------   ------------------   ----------------
Common Stock,
$0.001 par value
per share          775,000 shares        $2.35 (2)          $1,821,250 (2)         $214.36
(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
     this registration statement shall be deemed to cover any additional
     securities that may from time to time be offered or issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) and 457(c) of the Securities Act of 1933, as
     amended. The price per share and aggregate offering price are calculated on
     the basis of the average of the high and low prices of the registrant's
     common stock on August 10, 2005, as reported on the NASDAQ National Market.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement on Form S-8 is being filed for the purpose of
registering an aggregate of 775,000 shares of common stock of the Registrant to
be issued pursuant to the Registrant's Amended and Restated 2004 Stock Incentive
Plan (the "Plan"). The 775,000 shares of common stock being registered hereunder
represent an increase in the number of shares reserved for issuance under the
Plan, which was approved by the Registrant's stockholders at the Registrant's
2005 Annual Meeting of Stockholders held on July 28, 2005.

ITEM 1. PLAN INFORMATION.

     The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

     (a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

     (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
the filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this registration statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Covington & Burling has opined as to the legality of the securities being
offered by this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102 of the General Corporation Law of the State of Delaware permits
a corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant's certificate of incorporation provides that no
director of the registrant shall be personally liable to it or its stockholders
for monetary damages for any breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability, except to the
extent that the General Corporation Law of the State of Delaware prohibits the
elimination or limitation of liability of directors for breaches of fiduciary
duty.

     Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee, or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by the person in connection with an action, suit or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
in any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or other adjudicating court determines that, despite the adjudication
of liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     The registrant's certificate of incorporation provides for the
indemnification of directors and officers to the fullest extent permissible
under Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

ITEM 9. UNDERTAKINGS.

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;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration
statement; and

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.

          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 Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.

          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 Securities and
Exchange 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Montvale, New Jersey on this 12th day of August, 2005.

                                       MEMORY PHARMACEUTICALS CORP.

                                       By: /s/ James R. Sulat
                                           ------------------------------------
                                           James R. Sulat
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Memory Pharmaceuticals Corp.,
hereby severally constitute and appoint James R. Sulat, Tony Scullion and
Jzaneen Lalani, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Memory Pharmaceuticals Corp. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                            Title                    Date
             ---------                            -----                    ----
/s/ Tony Scullion                     Executive Chairman             August 12, 2005
-----------------------------------
Tony Scullion

/s/ James R. Sulat                    President, Chief Executive     August 12, 2005
-----------------------------------   Officer (Principal Executive
James R. Sulat                        Officer) and Director

/s/ David A. Lowe                     Chief Scientific Officer and   August 12, 2005
-----------------------------------   Director
David A. Lowe, Ph.D.

/s/ Joseph M Donabauer                Vice President & Controller    August 12, 2005
-----------------------------------   (Principal Accounting and
Joseph M. Donabauer                   Principal Financial Officer)

/s/ Anthony B. Evnin                  Director                       August 12, 2005
-----------------------------------
Anthony B. Evnin, Ph.D.
Signature                            Title                    Date
             ---------                            -----                    ----
/s/ Jonathan J. Fleming               Director                       August 12, 2005
-----------------------------------
Jonathan J. Fleming

                                      Director                       August 12, 2005
-----------------------------------
Walter Gilbert, Ph.D.

/s/ Robert I. Kriebel                 Director                       August 12, 2005
-----------------------------------
Robert I. Kriebel

/s/ Michael E. Meyers                 Director                       August 12, 2005
-----------------------------------
Michael E. Meyers, M.P.H.

/s/ Peter F. Young                    Director                       August 12, 2005
-----------------------------------
Peter F. Young
INDEX TO EXHIBITS
Number   Description
------   -----------
5.1    Opinion of Covington & Burling, counsel to the Registrant

 23.1    Consent of Covington & Burling
         (included in Exhibit 5.1)

 23.2    Consent of KPMG LLP

 24.1    Power of attorney (included on the signature pages of this registration
         statement)