<PAGE>
      As filed with the Securities and Exchange Commission on April 5, 2004
                                                   Registration No. 333-________

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

                       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                    (I.R.S. Employer
         Incorporation or Organization)                  Identification No.)

              100 Philips Parkway
              Montvale, New Jersey                               07645
    (Address of Principal Executive Offices)                  (Zip Code)

            1998 Employee, Director and Consultant Stock Option Plan
                            2004 Stock Incentive Plan
                        2004 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                  Tony Scullion
                             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>
================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
Title of Securities         Amount to be         Offering Price Per     Aggregate Offering          Amount of
  to be Registered         Registered(1)                Share                  Price            Registration Fee
----------------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                    <C>                     <C>
Common Stock,
$0.001 par value        4,116,619 shares(2)           $3.38(3)            $13,906,519(3)            $1,761.96
per share
================================================================================================================
</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.
<PAGE>
(2)   Consists of (i) 2,602,102 shares issuable under the 1998 Employee,
      Director and Consultant Stock Option Plan, (ii) 1,314,517 shares issuable
      under the 2004 Stock Incentive Plan; and (iii) 200,000 shares issuable
      under the 2004 Employee Stock Purchase Plan.

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
      price per share and aggregate offering price are calculated on the basis
      of (a) $1.27, the weighted average exercise price of the 2,602,102 shares
      subject to outstanding stock option grants under the 1998 Employee,
      Director and Consultant Stock Option Plan and (b) the initial public
      offering price of $7.00 per share of the registrant's common stock for the
      1,514,517 shares issuable under the 2004 Stock Incentive Plan and the 2004
      Employee Stock Purchase Plan, which are not subject to outstanding
      options.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      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.
<PAGE>
      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:


<PAGE>
                  (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.
<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 5th day of April, 2004.

                                    MEMORY PHARMACEUTICALS CORP.

                                    By:   /s/ Tony Scullion
                                          -------------------------------
                                          Tony Scullion
                                          Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Memory Pharmaceuticals
Corp., hereby severally constitute and appoint Tony Scullion, Jonathan Fleming
and Dennis Keane, 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                     Chief Executive Officer and                   April 5, 2004
-----------------------------------   Director (Principal Executive
Tony Scullion                         Officer)


/s/ Dennis Keane                      Chief Financial Officer                       April 5, 2004
-----------------------------------   (Principal Financial Officer)
Dennis Keane


/s/ Joseph M. Donabauer               Controller (Principal Accounting              April 5, 2004
-----------------------------------   Officer)
Joseph M. Donabauer


/s/ Jonathan J. Fleming               Chairman of the Board of Directors            April 5, 2004
-----------------------------------
Jonathan J. Fleming

/s/ Anothony B. Evnin                 Director                                      April 5, 2004
-----------------------------------
Anthony B. Evnin
</TABLE>
<PAGE>
<TABLE>
<S>                                   <C>                                           <C>
                                      Director
-----------------------------------
Walter Gilbert

/s/ Alix Marduel                      Director                                      April 5, 2004
-----------------------------------
Alix Marduel

                                      Director
-----------------------------------
Michael E. Meyers

/s/ Michael Sheffery                  Director                                      April 5, 2004
-----------------------------------
Michael Sheffery

/s/ Axel J. Unterbeck                 President and Director                        April 5, 2004
-----------------------------------
Axel J. Unterbeck
</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)

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": "y92465s8sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17940}]
{"company-data": {"conformed-name": "MEMORY PHARMACEUTICALS CORP", "cik": "0001062216", "assigned-sic": "2834"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114201", "film-number": "04717744"}, "business-address": {"street1": "100 PHILIPS PARKWAY", "city": "MONTVALE", "state": "NJ", "zip": "07645", "phone": "2018027100"}}
As filed with the Securities and Exchange Commission on April 5, 2004
                                                   Registration No. 333-________

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

                       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                    (I.R.S. Employer
         Incorporation or Organization)                  Identification No.)

              100 Philips Parkway
              Montvale, New Jersey                               07645
    (Address of Principal Executive Offices)                  (Zip Code)

            1998 Employee, Director and Consultant Stock Option Plan
                            2004 Stock Incentive Plan
                        2004 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                  Tony Scullion
                             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
================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
Title of Securities         Amount to be         Offering Price Per     Aggregate Offering          Amount of
  to be Registered         Registered(1)                Share                  Price            Registration Fee
----------------------------------------------------------------------------------------------------------------
Common Stock,
$0.001 par value        4,116,619 shares(2)           $3.38(3)            $13,906,519(3)            $1,761.96
per share
================================================================================================================
(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)   Consists of (i) 2,602,102 shares issuable under the 1998 Employee,
      Director and Consultant Stock Option Plan, (ii) 1,314,517 shares issuable
      under the 2004 Stock Incentive Plan; and (iii) 200,000 shares issuable
      under the 2004 Employee Stock Purchase Plan.

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
      price per share and aggregate offering price are calculated on the basis
      of (a) $1.27, the weighted average exercise price of the 2,602,102 shares
      subject to outstanding stock option grants under the 1998 Employee,
      Director and Consultant Stock Option Plan and (b) the initial public
      offering price of $7.00 per share of the registrant's common stock for the
      1,514,517 shares issuable under the 2004 Stock Incentive Plan and the 2004
      Employee Stock Purchase Plan, which are not subject to outstanding
      options.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      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 5th day of April, 2004.

                                    MEMORY PHARMACEUTICALS CORP.

                                    By:   /s/ Tony Scullion
                                          -------------------------------
                                          Tony Scullion
                                          Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Memory Pharmaceuticals
Corp., hereby severally constitute and appoint Tony Scullion, Jonathan Fleming
and Dennis Keane, 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                     Chief Executive Officer and                   April 5, 2004
-----------------------------------   Director (Principal Executive
Tony Scullion                         Officer)

/s/ Dennis Keane                      Chief Financial Officer                       April 5, 2004
-----------------------------------   (Principal Financial Officer)
Dennis Keane

/s/ Joseph M. Donabauer               Controller (Principal Accounting              April 5, 2004
-----------------------------------   Officer)
Joseph M. Donabauer

/s/ Jonathan J. Fleming               Chairman of the Board of Directors            April 5, 2004
-----------------------------------
Jonathan J. Fleming

/s/ Anothony B. Evnin                 Director                                      April 5, 2004
-----------------------------------
Anthony B. Evnin
Director
-----------------------------------
Walter Gilbert

/s/ Alix Marduel                      Director                                      April 5, 2004
-----------------------------------
Alix Marduel

                                      Director
-----------------------------------
Michael E. Meyers

/s/ Michael Sheffery                  Director                                      April 5, 2004
-----------------------------------
Michael Sheffery

/s/ Axel J. Unterbeck                 President and Director                        April 5, 2004
-----------------------------------
Axel J. Unterbeck
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)

23.2                Consent of KPMG LLP

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