SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

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

                              ---------------------

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

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

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

      NEUROGEN CORPORATION 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PROGRAM
                                (200,000 shares)

                            (Full title of the plan)
                              ---------------------

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

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

                                   Copies to:

                           Donald B. Brant, Jr., Esq.
                       Milbank, Tweed, Hadley & McCloy LLP

                             1 Chase Manhattan Plaza
                            New York, New York 10005

                         CALCULATION OF REGISTRATION FEE

<TABLE>

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

<S>                      <C>                        <C>                       <C>                       <C>
Title of securities      Amount to be              Proposed maximum           Proposed maximum            Amount of
to be registered         registered                offering price per share*  aggregate offering price*   registration fee

---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.025

per share                200,000                    $ 34.875                    $ 6,975,000                  $ 1,841.40

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

        *Estimated solely for the purpose of calculating the registration fee in
accordance  with Rule  457(h)  based  upon the  average of the high and low sale
price of the  Common  Stock on  September  18,  2000 as  reported  on the Nasdaq
National Market.

</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 1999; and

     (b)  the Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31, 2000 and June 30, 2000; and

     (c)  the Company's Current Report on Form 8-K dated June 29, 2000.

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                         DESCRIPTION

     4.1  Neurogen Corporation 2000 Non-Employee  Directors Stock Option Program
          (incorporated by reference to Exhibit 10.31 to the Company's Form 10-Q
          for the quarter ended June 30, 2000).

     4.2  Form of Stock Option  Agreement  currently used in connection with the
          grant of options  under the  Neurogen  Corporation  2000  Non-Employee
          Directors Stock Option Program  (incorporated  by reference to Exhibit
          10.32 of the Company's Form 10-Q for the quarter ended June 30, 2000).

     5.1  Opinion of Milbank, Tweed, Hadley & McCloy LLP.

     23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.2 Consent of Ernst & Young LLP, Independent Auditors.

     23.3 Consent of Milbank,  Tweed,  Hadley & McCloy LLP  (included in Exhibit
          5.1).

     24.1 Powers of Attorney of Frank C.  Carlucci,  John F. Tallman,  Robert H.
          Roth,  Jeffrey J.  Collinson,  John Simon,  Robert N. Butler,  Suzanne
          Woolsey,  Barry M. Bloom,  Mark Novitch,  Julian C. Baker and Felix J.
          Baker.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

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

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933 (the "1933 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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; 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  the
                    foregoing  paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply
                    if the  registration  statement  is on Form S-3 or Form S-8,
                    and  the   information   required   to  be   included  in  a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the registrant pursuant to Section
                    13 or  15(d) of the  Securities  Exchange  Act of 1934  (the
                    "1934  Act")  that  are  incorporated  by  reference  in the
                    registration statement.

          (2)  That, for the purpose of determining any liability under the 1933
               Act, each such  post-effective  amendment shall be deemed to be a
               new  registration  statement  relating to the securities  offered
               therein,  and the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof.

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

          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining   any  liability  under  the  1933  Act,  each  filing  of  the
     registrant's  annual report  pursuant to Section 13(a) or 15(d) of the 1934
     Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
     annual  report  pursuant  to  Section  15(d)  of  the  1934  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.

          (c) Insofar as indemnification  for liabilities arising under the 1933
     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 1933 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 1933 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 the City of Branford,  State of Connecticut,
     on this 21st day of September 2000.

                                            NEUROGEN CORPORATION

                                           By: /S/ HARRY H. PENNER, JR.
                                           -------------------------------------
                                           Harry H. Penner, Jr.
                                           President and Chief Executive Officer


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
     Registration  Statement  has been  signed by the  following  persons in the
     capacities and on the date indicated.

<TABLE>

<S>                                    <C>                                                   <C>
       SIGNATURE                                     TITLE                                        DATE
       ---------                                     -----                                        ----

             *                         Chairman of the Board and Director                    September 21, 2000
---------------------------
Frank C. Carlucci

 /S/ HARRY H. PENNER, JR.              President, Chief Executive Officer, Vice Chairman     September 21, 2000
---------------------------

             *                         Executive Vice President, Secretary and Director      September 21, 2000
---------------------------
John F. Tallman

 /S/ Stephen R. Davis                  Senior Vice President and Chief Business Officer      September 21, 2000
---------------------------
Stephen R. Davis

            *                          Director                                              September 21, 2000
---------------------------
Robert H. Roth

            *                          Director                                              September 21, 2000
---------------------------
Jeffrey J. Collinson

             *                         Director                                              September 21, 2000
---------------------------
John Simon

             *                         Director                                              September 21, 2000
---------------------------
Robert N. Butler

            *                          Director                                              September 21, 2000
---------------------------
Suzanne Woolsey, Ph.D

             *                         Director                                              September 21, 2000
---------------------------
Barry M. Bloom, Ph.D

             *                         Director                                              September 21, 2000
---------------------------
Mark Novitch, M.D.

             *                         Director                                              September 21, 2000
---------------------------
Julian C. Baker

             *                         Director                                              September 21, 2000
---------------------------
Felix J. Baker, Ph.D

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

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION

     4.1  Neurogen Corporation 2000 Non-Employee  Directors Stock Option Program
          (incorporated by reference to Exhibit 10.31 to the Company's Form 10-Q
          for the quarter ended June 30, 2000).

     4.2  Form of Stock Option  Agreement  currently used in connection with the
          grant of options  under the  Neurogen  Corporation  2000  Non-Employee
          Directors Stock Option Program  (incorporated  by reference to Exhibit
          10.32 of the Company's Form 10-Q for the quarter ended June 30, 2000).

     5.1  Opinion of Milbank, Tweed, Hadley & McCloy LLP.

     23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.2 Consent of Ernst & Young LLP, Independent Auditors.

     23.3 Consent of Milbank,  Tweed,  Hadley & McCloy LLP  (included in Exhibit
          5.1).

     24.1 Powers of Attorney of Frank C.  Carlucci,  John F. Tallman,  Robert H.
          Roth,  Jeffrey J.  Collinson,  John Simon,  Robert N. Butler,  Suzanne
          Woolsey,  Barry M. Bloom,  Mark Novitch,  Julian C. Baker and Felix J.
          Baker.


<PAGE>


                                                           Exhibits 5.1 and 23.3



                                                September 21, 2000


Neurogen Corporation
35 Northeast Industrial Road
Branford, CT  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,  200,000  shares of
Common Stock of the Company,  par value $.025 per share (the "Shares")  pursuant
to the Neurogen  Corporation  2000  Non-Employee  Directors Stock Option Program
(the "Program"). In connection with the foregoing 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 sale
of the Shares and with the provisions of the Program,  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 latter 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 Program in  accordance  with the terms thereof and paid
for at the prices specified in the Stock Option Agreement,  the Shares will have
been legally and validly issued, fully paid and nonassessable.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                Very truly yours,

                                /s/ Milbank, Tweed, Hadley & McCloy LLP
                               ----------------------------------------

<PAGE>

                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  18, 2000  relating to the
financial statements,  which appears in Neurogen  Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.


PRICEWATERHOUSECOOPERS LLP

Hartford, Connecticut
September 19, 2000

<PAGE>

                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the  registration  of 200,000 shares of common stock for the
Neurogen  Corporation  2000  Non-Employee  Directors Stock Option Program 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
September 19, 2000


<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


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


<PAGE>
                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

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

<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.



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

<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


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

<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


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

<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


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

<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


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

<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


                                             /s/Robert N. Butler
                                             ---------------------
                                               Robert N. Butler


<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


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


<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


                                             /s/Julian C. Baker
                                             ---------------------
                                               Julian C. Baker


<PAGE>

                                                                    Exhibit 24.1



                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.


                                             /s/Felix J. Baker
                                             ---------------------
                                               Felix J. Baker
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "ADDITIONAL OPTION REGISTRATION", "secsgml_size_bytes": 44539}]
{"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": "333-46324", "film-number": "726577"}, "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 registrant as specified in its charter)

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

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

      NEUROGEN CORPORATION 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PROGRAM
                                (200,000 shares)

                            (Full title of the plan)
                              ---------------------

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

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

                                   Copies to:

                           Donald B. Brant, Jr., Esq.
                       Milbank, Tweed, Hadley & McCloy LLP

                             1 Chase Manhattan Plaza
                            New York, New York 10005

                         CALCULATION OF REGISTRATION FEE

===========================================================================================================================
Title of securities      Amount to be              Proposed maximum           Proposed maximum            Amount of
to be registered         registered                offering price per share*  aggregate offering price*   registration fee

---------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.025

per share                200,000                    $ 34.875                    $ 6,975,000                  $ 1,841.40

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

        *Estimated solely for the purpose of calculating the registration fee in
accordance  with Rule  457(h)  based  upon the  average of the high and low sale
price of the  Common  Stock on  September  18,  2000 as  reported  on the Nasdaq
National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 1999; and

     (b)  the Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31, 2000 and June 30, 2000; and

     (c)  the Company's Current Report on Form 8-K dated June 29, 2000.

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.                         DESCRIPTION

     4.1  Neurogen Corporation 2000 Non-Employee  Directors Stock Option Program
          (incorporated by reference to Exhibit 10.31 to the Company's Form 10-Q
          for the quarter ended June 30, 2000).

     4.2  Form of Stock Option  Agreement  currently used in connection with the
          grant of options  under the  Neurogen  Corporation  2000  Non-Employee
          Directors Stock Option Program  (incorporated  by reference to Exhibit
          10.32 of the Company's Form 10-Q for the quarter ended June 30, 2000).

     5.1  Opinion of Milbank, Tweed, Hadley & McCloy LLP.

     23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.2 Consent of Ernst & Young LLP, Independent Auditors.

     23.3 Consent of Milbank,  Tweed,  Hadley & McCloy LLP  (included in Exhibit
          5.1).

     24.1 Powers of Attorney of Frank C.  Carlucci,  John F. Tallman,  Robert H.
          Roth,  Jeffrey J.  Collinson,  John Simon,  Robert N. Butler,  Suzanne
          Woolsey,  Barry M. Bloom,  Mark Novitch,  Julian C. Baker and Felix J.
          Baker.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

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

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933 (the "1933 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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; 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  the
                    foregoing  paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply
                    if the  registration  statement  is on Form S-3 or Form S-8,
                    and  the   information   required   to  be   included  in  a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the registrant pursuant to Section
                    13 or  15(d) of the  Securities  Exchange  Act of 1934  (the
                    "1934  Act")  that  are  incorporated  by  reference  in the
                    registration statement.

          (2)  That, for the purpose of determining any liability under the 1933
               Act, each such  post-effective  amendment shall be deemed to be a
               new  registration  statement  relating to the securities  offered
               therein,  and the offering of such  securities at that time shall
               be deemed to be the initial bona fide offering thereof.

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

          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining   any  liability  under  the  1933  Act,  each  filing  of  the
     registrant's  annual report  pursuant to Section 13(a) or 15(d) of the 1934
     Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
     annual  report  pursuant  to  Section  15(d)  of  the  1934  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.

          (c) Insofar as indemnification  for liabilities arising under the 1933
     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 1933 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 1933 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 the City of Branford,  State of Connecticut,
     on this 21st day of September 2000.

                                            NEUROGEN CORPORATION

                                           By: /S/ HARRY H. PENNER, JR.
                                           -------------------------------------
                                           Harry H. Penner, Jr.
                                           President and Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
     Registration  Statement  has been  signed by the  following  persons in the
     capacities and on the date indicated.
SIGNATURE                                     TITLE                                        DATE
       ---------                                     -----                                        ----

             *                         Chairman of the Board and Director                    September 21, 2000
---------------------------
Frank C. Carlucci

 /S/ HARRY H. PENNER, JR.              President, Chief Executive Officer, Vice Chairman     September 21, 2000
---------------------------

             *                         Executive Vice President, Secretary and Director      September 21, 2000
---------------------------
John F. Tallman

 /S/ Stephen R. Davis                  Senior Vice President and Chief Business Officer      September 21, 2000
---------------------------
Stephen R. Davis

            *                          Director                                              September 21, 2000
---------------------------
Robert H. Roth

            *                          Director                                              September 21, 2000
---------------------------
Jeffrey J. Collinson

             *                         Director                                              September 21, 2000
---------------------------
John Simon

             *                         Director                                              September 21, 2000
---------------------------
Robert N. Butler

            *                          Director                                              September 21, 2000
---------------------------
Suzanne Woolsey, Ph.D

             *                         Director                                              September 21, 2000
---------------------------
Barry M. Bloom, Ph.D

             *                         Director                                              September 21, 2000
---------------------------
Mark Novitch, M.D.

             *                         Director                                              September 21, 2000
---------------------------
Julian C. Baker

             *                         Director                                              September 21, 2000
---------------------------
Felix J. Baker, Ph.D

*By:  /S/ HARRY H. PENNER
      -------------------------------------
      Harry H. Penner, Jr., Attorney-in-Fact
EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION

     4.1  Neurogen Corporation 2000 Non-Employee  Directors Stock Option Program
          (incorporated by reference to Exhibit 10.31 to the Company's Form 10-Q
          for the quarter ended June 30, 2000).

     4.2  Form of Stock Option  Agreement  currently used in connection with the
          grant of options  under the  Neurogen  Corporation  2000  Non-Employee
          Directors Stock Option Program  (incorporated  by reference to Exhibit
          10.32 of the Company's Form 10-Q for the quarter ended June 30, 2000).

     5.1  Opinion of Milbank, Tweed, Hadley & McCloy LLP.

     23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.

     23.2 Consent of Ernst & Young LLP, Independent Auditors.

     23.3 Consent of Milbank,  Tweed,  Hadley & McCloy LLP  (included in Exhibit
          5.1).

     24.1 Powers of Attorney of Frank C.  Carlucci,  John F. Tallman,  Robert H.
          Roth,  Jeffrey J.  Collinson,  John Simon,  Robert N. Butler,  Suzanne
          Woolsey,  Barry M. Bloom,  Mark Novitch,  Julian C. Baker and Felix J.
          Baker.
Exhibits 5.1 and 23.3

                                                September 21, 2000

Neurogen Corporation
35 Northeast Industrial Road
Branford, CT  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,  200,000  shares of
Common Stock of the Company,  par value $.025 per share (the "Shares")  pursuant
to the Neurogen  Corporation  2000  Non-Employee  Directors Stock Option Program
(the "Program"). In connection with the foregoing 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 sale
of the Shares and with the provisions of the Program,  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 latter 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 Program in  accordance  with the terms thereof and paid
for at the prices specified in the Stock Option Agreement,  the Shares will have
been legally and validly issued, fully paid and nonassessable.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                Very truly yours,

                                /s/ Milbank, Tweed, Hadley & McCloy LLP
                               ----------------------------------------
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  18, 2000  relating to the
financial statements,  which appears in Neurogen  Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.

PRICEWATERHOUSECOOPERS LLP

Hartford, Connecticut
September 19, 2000
Exhibit 23.2

                       CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the  registration  of 200,000 shares of common stock for the
Neurogen  Corporation  2000  Non-Employee  Directors Stock Option Program 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
September 19, 2000
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Frank C. Carlucci
                                             ---------------------
                                               Frank C. Carlucci
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/John F. Tallman
                                             ---------------------
                                               John F. Tallman
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Suzanne H. Woolsey
                                             ---------------------
                                               Suzanne H. Woolsey
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Robert H. Roth
                                             ---------------------
                                               Robert H. Roth
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Jeffrey J. Collinson
                                             ---------------------
                                               Jeffrey J. Collinson
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/John Simon
                                             ---------------------
                                               John Simon
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Mark Novitch
                                             ---------------------
                                               Mark Novitch
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Robert N. Butler
                                             ---------------------
                                               Robert N. Butler
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Barry M. Bloom
                                             ---------------------
                                               Barry M. Bloom
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Julian C. Baker
                                             ---------------------
                                               Julian C. Baker
Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL YE PERSONS BY THESE PRESENCE,  that the  undersigned  does hereby make,
constitute  and appoint  Harry H. Penner,  Jr.,  and Stephen R. Davis,  each 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 200,000 shares registered under
the Neurogen  Corporation 2000 Non-Employee  Directors Stock Option Program, 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
effective as of September 1, 2000.

                                             /s/Felix J. Baker
                                             ---------------------
                                               Felix J. Baker