SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
             ------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
             ------------------------------------------------------
                              NEUROGEN CORPORATION
               (Exact name of issuer as specified in its charter)
           Delaware                                         22-2845714
  (State of Incorporation)                               (I.R.S. Employer
                                                         Identification No.)
                          35 Northeast Industrial Road
                           Branford, Connecticut 06405
                                 (203) 488-8201
          (Address and telephone number of principal executive offices)

                              NEUROGEN CORPORATION
                           1993 OMNIBUS INCENTIVE PLAN
                            (Full Title of the Plan)

                             Stephen R. Davis, Esq.
          Vice President-Finance, Chief Financial Officer and Treasurer
                              Neurogen Corporation
                          35 Northeast Industrial Road
                           Branford, Connecticut 06405
                                 (203) 488-8201
            (Name, address and telephone number of agent for service)

                                   Copies to:
                         Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
                      Attention: Donald B. Brant, Jr., Esq.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
         <S>                     <C>                      <C>                      <C>                     <C>           
--------------------- ------------------------ ------------------------- ------------------------ --------------------
Title of Securities   Amount to be Registered      Proposed Maximum         Proposed Maximum           Amount of
  to be Registered                             Offering Price Per Share  Aggregate Offering Price     Registration Fee
--------------------- ------------------------ ------------------------- ------------------------ --------------------
 Common Stock (par       1,500,000 shares               $12.11                   $18,170,235*          $5,051.38
  value $.025 per
       share)
--------------------- ------------------------ ------------------------- ------------------------ --------------------
</TABLE>
     * The  proposed  maximum  aggregate  offering  price  listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents (i) the aggregate  exercise price of all options to aquire any of
the above  registered  shares granted under the Plan as of the Effective Date of
this  registration,  plus (ii) the product of the  remaining  shares  registered
hereunder  available  for future grant under the Plan  multiplied by a per share
price of $11.75,  the average price of Neurogen  Corporation Common Stock on the
NASDAQ NMS on March 23, 1999.
<PAGE>


                                  PART I

Item 1.  Required Statement

     This  Registration   Statement  relates  to  and  registers  an  additional
1,500,000  shares of Common  Stock,  $0.025  par value per  share,  of  NEUROGEN
CORPORATION (the  "Registrant" or the "Company") for issuance under the Neurogen
Corporation  1993  Omnibus  Incentive  Plan (the  "Plan").  Pursuant to Form S-8
General   Instruction  E,  the   information   contained  in  the   Registrant's
registration  on  Form  S-8,  Registration  No.  33-81268,  as  filed  with  the
Securities and Exchange  Commission on July 7, 1994, is currently  effective and
is hereby  incorporated herein by reference thereto.  The securities  registered
hereunder  are the same  class as the  securities  previously  registered  under
Registration Statement No. 33-81268.

Item 2.  Exhibits.

                  See Exhibit Index on page 6.


<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 and the State of Connecticut,  on March 29,
1999.
                            
                                     NEUROGEN CORPORATION

                                     By:  /s/ Harry H. Penner, Jr.
                                          _________________________
                                          Harry H. Penner, Jr.
                                          President and Chief Executive Officer

 
<PAGE>
                                SIGNATURES
   
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  or  amendment  thereto  has  been  signed  below by the
following persons in the capacities and on the date indicated below.

         SIGNATURE               TITLE                                 DATE

/s/Harry H. Penner, Jr.  Chief Executive Officer, President      March 29, 1999
______________________   and Director (Principal
 Harry H. Penner, Jr.    Executive Officer)

          *              Chairman of the Board                   March 29, 1999
______________________   and Director
Frank C. Carlucci

          *              Executive Vice-President,               March 29, 1999
______________________   Scientific Director and
John F. Tallman, Ph.D.   Director


/s/Stephen R. Davis      Vice President-Finance,                 March 29, 1999
______________________   Chief Financial Officer,
Stephen R. Davis         Treasurer and Director (Principal
                         Financial and Accounting Officer)

          *                                           
______________________            Director                       March 29, 1999
Suzanne H. Woolsey, Ph.D.

          *
______________________            Director                       March 29, 1999
Robert H. Roth, Ph.D.

          *
______________________            Director                       March 29, 1999
Jeffrey J. Collinson

          *
______________________            Director                       March 29, 1999
John Simon
          
          *
______________________            Director                       March 29, 1999
Robert M. Gardiner

          *
______________________            Director                       March 29, 1999
Mark Novitch, M.D.

          *
______________________            Director                       March 29, 1999
Robert N. Butler, M.D.

          *
______________________            Director                       March 29, 1999
Barry M. Bloom, Ph.D.


*  By: /s/Harry H. Penner, Jr.
       _______________________
       Harry H. Penner, Jr., Attorney-in-fact

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.          Description


5                   Opinion  of  Milbank,  Tweed,  Hadley & McCloy LLP as to the
                    legality of the Company's Common Stock.

23(a)               Consent of Milbank,  Tweed,  Hadley & McCloy LLP (included
                    in the Opinion filed as Exhibit 5 hereto).

23(b)               Consent of KPMG Peat Marwick LLP, independent auditors.

23(c)               Consent of Ernst & Young LLP, independent auditors.

24                  Powers of Attorney of Frank C. Carlucci, John F. Tallman,
                    Ph.D.,  Suzanne H. Woolsey,  Ph.D.,  Robert H. Roth,  Ph.D.,
                    Jeffrey J. Collinson,  John Simon, Robert M. Gardiner,  Mark
                    Novitch,  M.D.,  Robert N.  Butler,  M.D.,  and Barry Bloom,
                    Ph.D.
<PAGE>
                          
                                                            Exhibits 5 and 23(a)





                                                     March 29, 1999


Neurogen Corporation
35 Northeast Industrial Road
Branford, Connecticut  06405

Dear Sirs:

     We  refer to the  Registration  Statement  on Form  S-8 (the  "Registration
Statement") which Neurogen Corporation,  a Delaware corporation (the "Company"),
proposes to file with the Securities and Exchange  Commission for the purpose of
registering  under the  Securities  Act of 1933,  as amended,  an  aggregate  of
1,500,000 shares of Common Stock, par value $.025 per share, of the Company (the
"Shares") pursuant to the Neurogen  Corporation 1993 Omnibus Incentive Plan (the
"Plan"). In connection with the forgoing registration,  we have acted as counsel
for the  Company,  and as such  counsel,  we are  familiar  with  the  corporate
proceedings  taken by the Company in connection with the authorization and sales
of the Shares and with the provisions of the Plan, in accordance  with which the
sales of the Shares are to be made, in the form  incorporated by reference as an
exhibit to the Registration Statement.

     We have examined  originals,  or copies certified to our  satisfaction,  of
such  corporate  records  of the  Company,  agreements  and  other  instruments,
certificates of public officials,  certificates of officers and  representatives
of the Company and other  documents as we have deemed it necessary to require as
a basis for the opinions  hereinafter  expressed.  In such  examination  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted to us as originals,  the conformity with the original documents of all
documents  submitted to us as copies and the  authenticity  of the  originals of
such letter documents. As to various questions of fact material to such opinions
we have,  when relevant facts were not  independently  established,  relied upon
certifications  by officers of the  Company  and other  appropriate  persons and
statements contained in the Registration Statement.


     Based upon the foregoing,  and having regard to legal  considerations which
we  deem  relevant,  we are of the  opinion  that  the  Shares  have  been  duly
authorized  and,  when  certificates  representing  the  Shares  shall have been
executed in facsimile by proper  officers of the Company,  authenticated  by the
transfer  agent and  registrar  for the Shares,  delivered  to persons  entitled
thereto  pursuant to the Plan in accordance  with the terms thereof and paid for
in cash (or other consideration  acceptable under Delaware law) in an amount not
less than the par value of the  Shares,  the Shares  will have been  legally and
validly issued, and will be fully paid and nonassessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement.

                                          Very truly yours,


                                          Milbank, Tweed, Hadley & McCloy LLP
<PAGE>

                                                                   Exhibit 23(b)




                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Neurogen Corporation:

     We consent to incorporation  by reference in the registration  statement on
Form S-8 of Neurogen Corporation of our report dated February 12, 1996, relating
to the statement of operations, shareholder's equity and cash flows for the year
ended December 31, 1995, and all related  schedules  which report appears in the
December 31, 1997 annual report on Form 10-K of Neurogen Corporation.


KPMG PEAT MARWICK LLP



Hartford, Connecticut
March 29, 1999
<PAGE>

                                                                   Exhibit 23(c)




                         CONSENT OF INDEPENDENT AUDITORS




     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) pertaining to the  registration  of 1,500,000  shares of common stock
for the 1993 Omnibus Incentive Plan of Neurogen  Corporation of our report dated
February  13,  1998,  with  respect  to the  financial  statements  of  Neurogen
Corporation  included  in the  Annual  Report  (Form  10-K)  for the year  ended
December 31, 1997.

                                                       ERNST & YOUNG LLP



                                                       Boston, Massachusetts
                                                       March 25, 1999

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Frank C. Carlucci
                                             ---------------------
                                               Frank C. Carlucci   

<PAGE>

                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/John F. Tallman
                                             ---------------------
                                               John F. Tallman   

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Suzanne H. Woolsey
                                             ---------------------
                                               Suzanne H. Woolsey   

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Robert H. Roth
                                             ---------------------
                                               Robert H. Roth   

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Jeffrey J. Collinson
                                             ---------------------
                                               Jeffrey J. Collinson   

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/John Simon
                                             ---------------------
                                               John Simon  

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Robert M. Gardiner
                                             ---------------------
                                               Robert M. Gardiner   

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Mark Novitch
                                             ---------------------
                                               Mark Novitch   

<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Robert N. Butler
                                             ---------------------
                                               Robert N. Butler   
 
<PAGE>
                                                                      Exhibit 24



                               POWER OF ATTORNEY


     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.


                                             /s/Barry M. Bloom
                                             ---------------------
                                               Barry M. Bloom
[{"type": "S-8", "sequence": "1", "description": "ADDITIONAL OPTION REGISTRATION", "secsgml_size_bytes": 31760}]
{"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": "333-75215", "film-number": "99576733"}, "business-address": {"street1": "35 NORTHEAST INDUSTRIAL RD", "city": "BRANFORD", "state": "CT", "zip": "06405", "phone": "2034888201"}, "mail-address": {"street1": "35 NORTHEAST INDUSTRIAL RD", "city": "BRANFORD", "state": "CT", "zip": "06405"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
             ------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
             ------------------------------------------------------
                              NEUROGEN CORPORATION
               (Exact name of issuer as specified in its charter)
           Delaware                                         22-2845714
  (State of Incorporation)                               (I.R.S. Employer
                                                         Identification No.)
                          35 Northeast Industrial Road
                           Branford, Connecticut 06405
                                 (203) 488-8201
          (Address and telephone number of principal executive offices)

                              NEUROGEN CORPORATION
                           1993 OMNIBUS INCENTIVE PLAN
                            (Full Title of the Plan)

                             Stephen R. Davis, Esq.
          Vice President-Finance, Chief Financial Officer and Treasurer
                              Neurogen Corporation
                          35 Northeast Industrial Road
                           Branford, Connecticut 06405
                                 (203) 488-8201
            (Name, address and telephone number of agent for service)

                                   Copies to:
                         Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
                      Attention: Donald B. Brant, Jr., Esq.

                         CALCULATION OF REGISTRATION FEE
--------------------- ------------------------ ------------------------- ------------------------ --------------------
Title of Securities   Amount to be Registered      Proposed Maximum         Proposed Maximum           Amount of
  to be Registered                             Offering Price Per Share  Aggregate Offering Price     Registration Fee
--------------------- ------------------------ ------------------------- ------------------------ --------------------
 Common Stock (par       1,500,000 shares               $12.11                   $18,170,235*          $5,051.38
  value $.025 per
       share)
--------------------- ------------------------ ------------------------- ------------------------ --------------------
* The  proposed  maximum  aggregate  offering  price  listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents (i) the aggregate  exercise price of all options to aquire any of
the above  registered  shares granted under the Plan as of the Effective Date of
this  registration,  plus (ii) the product of the  remaining  shares  registered
hereunder  available  for future grant under the Plan  multiplied by a per share
price of $11.75,  the average price of Neurogen  Corporation Common Stock on the
NASDAQ NMS on March 23, 1999.
PART I

Item 1.  Required Statement

     This  Registration   Statement  relates  to  and  registers  an  additional
1,500,000  shares of Common  Stock,  $0.025  par value per  share,  of  NEUROGEN
CORPORATION (the  "Registrant" or the "Company") for issuance under the Neurogen
Corporation  1993  Omnibus  Incentive  Plan (the  "Plan").  Pursuant to Form S-8
General   Instruction  E,  the   information   contained  in  the   Registrant's
registration  on  Form  S-8,  Registration  No.  33-81268,  as  filed  with  the
Securities and Exchange  Commission on July 7, 1994, is currently  effective and
is hereby  incorporated herein by reference thereto.  The securities  registered
hereunder  are the same  class as the  securities  previously  registered  under
Registration Statement No. 33-81268.

Item 2.  Exhibits.

                  See Exhibit Index on page 6.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 and the State of Connecticut,  on March 29,
1999.
                            
                                     NEUROGEN CORPORATION

                                     By:  /s/ Harry H. Penner, Jr.
                                          _________________________
                                          Harry H. Penner, Jr.
                                          President and Chief Executive Officer
SIGNATURES
   
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  or  amendment  thereto  has  been  signed  below by the
following persons in the capacities and on the date indicated below.

         SIGNATURE               TITLE                                 DATE

/s/Harry H. Penner, Jr.  Chief Executive Officer, President      March 29, 1999
______________________   and Director (Principal
 Harry H. Penner, Jr.    Executive Officer)

          *              Chairman of the Board                   March 29, 1999
______________________   and Director
Frank C. Carlucci

          *              Executive Vice-President,               March 29, 1999
______________________   Scientific Director and
John F. Tallman, Ph.D.   Director

/s/Stephen R. Davis      Vice President-Finance,                 March 29, 1999
______________________   Chief Financial Officer,
Stephen R. Davis         Treasurer and Director (Principal
                         Financial and Accounting Officer)

          *                                           
______________________            Director                       March 29, 1999
Suzanne H. Woolsey, Ph.D.

          *
______________________            Director                       March 29, 1999
Robert H. Roth, Ph.D.

          *
______________________            Director                       March 29, 1999
Jeffrey J. Collinson

          *
______________________            Director                       March 29, 1999
John Simon
          
          *
______________________            Director                       March 29, 1999
Robert M. Gardiner

          *
______________________            Director                       March 29, 1999
Mark Novitch, M.D.

          *
______________________            Director                       March 29, 1999
Robert N. Butler, M.D.

          *
______________________            Director                       March 29, 1999
Barry M. Bloom, Ph.D.

*  By: /s/Harry H. Penner, Jr.
       _______________________
       Harry H. Penner, Jr., Attorney-in-fact
EXHIBIT INDEX

Exhibit No.          Description

5                   Opinion  of  Milbank,  Tweed,  Hadley & McCloy LLP as to the
                    legality of the Company's Common Stock.

23(a)               Consent of Milbank,  Tweed,  Hadley & McCloy LLP (included
                    in the Opinion filed as Exhibit 5 hereto).

23(b)               Consent of KPMG Peat Marwick LLP, independent auditors.

23(c)               Consent of Ernst & Young LLP, independent auditors.

24                  Powers of Attorney of Frank C. Carlucci, John F. Tallman,
                    Ph.D.,  Suzanne H. Woolsey,  Ph.D.,  Robert H. Roth,  Ph.D.,
                    Jeffrey J. Collinson,  John Simon, Robert M. Gardiner,  Mark
                    Novitch,  M.D.,  Robert N.  Butler,  M.D.,  and Barry Bloom,
                    Ph.D.
Exhibits 5 and 23(a)

                                                     March 29, 1999

Neurogen Corporation
35 Northeast Industrial Road
Branford, Connecticut  06405

Dear Sirs:

     We  refer to the  Registration  Statement  on Form  S-8 (the  "Registration
Statement") which Neurogen Corporation,  a Delaware corporation (the "Company"),
proposes to file with the Securities and Exchange  Commission for the purpose of
registering  under the  Securities  Act of 1933,  as amended,  an  aggregate  of
1,500,000 shares of Common Stock, par value $.025 per share, of the Company (the
"Shares") pursuant to the Neurogen  Corporation 1993 Omnibus Incentive Plan (the
"Plan"). In connection with the forgoing registration,  we have acted as counsel
for the  Company,  and as such  counsel,  we are  familiar  with  the  corporate
proceedings  taken by the Company in connection with the authorization and sales
of the Shares and with the provisions of the Plan, in accordance  with which the
sales of the Shares are to be made, in the form  incorporated by reference as an
exhibit to the Registration Statement.

     We have examined  originals,  or copies certified to our  satisfaction,  of
such  corporate  records  of the  Company,  agreements  and  other  instruments,
certificates of public officials,  certificates of officers and  representatives
of the Company and other  documents as we have deemed it necessary to require as
a basis for the opinions  hereinafter  expressed.  In such  examination  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted to us as originals,  the conformity with the original documents of all
documents  submitted to us as copies and the  authenticity  of the  originals of
such letter documents. As to various questions of fact material to such opinions
we have,  when relevant facts were not  independently  established,  relied upon
certifications  by officers of the  Company  and other  appropriate  persons and
statements contained in the Registration Statement.

     Based upon the foregoing,  and having regard to legal  considerations which
we  deem  relevant,  we are of the  opinion  that  the  Shares  have  been  duly
authorized  and,  when  certificates  representing  the  Shares  shall have been
executed in facsimile by proper  officers of the Company,  authenticated  by the
transfer  agent and  registrar  for the Shares,  delivered  to persons  entitled
thereto  pursuant to the Plan in accordance  with the terms thereof and paid for
in cash (or other consideration  acceptable under Delaware law) in an amount not
less than the par value of the  Shares,  the Shares  will have been  legally and
validly issued, and will be fully paid and nonassessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement.

                                          Very truly yours,

                                          Milbank, Tweed, Hadley & McCloy LLP
Exhibit 23(b)

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Neurogen Corporation:

     We consent to incorporation  by reference in the registration  statement on
Form S-8 of Neurogen Corporation of our report dated February 12, 1996, relating
to the statement of operations, shareholder's equity and cash flows for the year
ended December 31, 1995, and all related  schedules  which report appears in the
December 31, 1997 annual report on Form 10-K of Neurogen Corporation.

KPMG PEAT MARWICK LLP

Hartford, Connecticut
March 29, 1999
Exhibit 23(c)

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) pertaining to the  registration  of 1,500,000  shares of common stock
for the 1993 Omnibus Incentive Plan of Neurogen  Corporation of our report dated
February  13,  1998,  with  respect  to the  financial  statements  of  Neurogen
Corporation  included  in the  Annual  Report  (Form  10-K)  for the year  ended
December 31, 1997.

                                                       ERNST & YOUNG LLP

                                                       Boston, Massachusetts
                                                       March 25, 1999
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Frank C. Carlucci
                                             ---------------------
                                               Frank C. Carlucci
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/John F. Tallman
                                             ---------------------
                                               John F. Tallman
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Suzanne H. Woolsey
                                             ---------------------
                                               Suzanne H. Woolsey
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Robert H. Roth
                                             ---------------------
                                               Robert H. Roth
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Jeffrey J. Collinson
                                             ---------------------
                                               Jeffrey J. Collinson
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/John Simon
                                             ---------------------
                                               John Simon
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Robert M. Gardiner
                                             ---------------------
                                               Robert M. Gardiner
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Mark Novitch
                                             ---------------------
                                               Mark Novitch
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Robert N. Butler
                                             ---------------------
                                               Robert N. Butler
Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL YE PERSONS BY THESE  PRESENCE,  that the  undersigned  does hereby
make,  constitute  and appoint Harry H. Penner,  Jr., his  attorney-in-fact  and
agent  with full power of  substitution  and  resubstitution  for him and in his
name, place and stead, in any and all capacities,  to execute for him and on his
behalf a  Registration  Statement  pursuant to the  Securities  Act of 1933,  as
amended, on Form S-8 relating to an additional 1,500,000 shares registered under
the 1993 Omnibus Incentive Plan of Neurogen Corporation (the "Company"), and any
and all  amendments to the foregoing  Registration  Statement on Form S-8, which
amendments  may make such changes in the  Registration  Statement on Form S-8 as
such attorney-in-fact deems appropriate, and any other documents and instruments
incidental  thereto,  and to file the same,  with all exhibits  thereto and  all
documents in connection  therewith,  with the Securities and Exchange Commission
and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as the undersigned  might or could do in person,  hereby  ratifying and
confirming  all that said  attorney-in-fact  and agent,  or his  substitutes  or
substitutions, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 1999.

                                             /s/Barry M. Bloom
                                             ---------------------
                                               Barry M. Bloom