As filed with the Securities and Exchange Commission on October 9, 2001
                                               Registration No. 333-05793
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                 POST-EFFECTIVE
                               AMENDMENT NO. 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                -----------------
                       SYNAPTIC PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                              22-2859704
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)                Identification Number)

                                215 College Road
                         Paramus, New Jersey 07652-1431
               (Address of Principal Executive Offices) (Zip Code)

                    1988 AMENDED AND RESTATED INCENTIVE PLAN
                               1996 INCENTIVE PLAN
                   1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the plans)

                              Kathleen P. Mullinix
          Chairman of the Board, President and Chief Executive Officer
                       Synaptic Pharmaceutical Corporation
                                215 College Road
                         Paramus, New Jersey 07652-1431
                     (Name and address of agent for service)

                                 (201) 261-1331
          (Telephone number, including area code, of agent for service)

                                 With copies to:
                              Robert W. Murray Jr.
                               Baker Botts L.L.P.
                              599 Lexington Avenue
                          New York, New York 10022-6030
                                 (212) 705-5000

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed          Proposed
    Title of        Aggregate     Maximum Amount      Maximum
  Offering to     Amount to be       of Price         Securities    Registration
  be Registered  registered(1)(2)  Per Share(3)  Offering Price(3)      Fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value   1,500,000 shares    $4.65          $6,975,000       $1,743.75
================================================================================
(1)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
         "Act"), this registration statement shall be deemed to cover additional
         securities that may be offered or issued to prevent dilution resulting
         from stock splits, stock dividends or similar transactions.

(2)      1,500,000 additional shares of Common Stock are being registered hereby
         which may be issued as awards or in respect of awards granted pursuant
         to the 1996 Incentive Plan, as amended.

(3)      Estimated solely for the purpose of calculating  the  registration  fee
         pursuant to Rule  457(h) and Rule 457(c) of the Act on the basis of the
         average of the  high  and  low  sales  prices  reported  on  the Nasdaq
         National Market on October 5, 2001.



<PAGE>





                                EXPLANATORY NOTE

     Pursuant  to  General  Instruction  E  of  Form  S-8,  this  Post-effective
Amendment  No.  2  to  the  Registrant's  Registration  Statement  on  Form  S-8
(Registration  No.  333-05793)  incorporates  by  reference  the contents of the
earlier  registration  statement on Form S-8 which was filed with the Securities
and  Exchange  Commission  on June 12,  1996,  as amended by the  Post-effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-8 which was
filed with the Securities and Exchange Commission on August 10, 1998.












<PAGE>



Item 8. Exhibits.

         4.11     1996 Incentive Plan, as amended and restated (incorporated by
                  reference to Annex C of the Registrant's Proxy Statement,
                  dated September 11, 2001, with respect to the Special Meeting
                  of Stockholders held on September 26, 2001 (Commission File
                  No. 000-27324)).

         5        Opinion  of  Baker  Botts  L.L.P.  as to the  validity  of the
                  issuance  of the  shares  of  Common  Stock registered hereby.

         23.1     Consent of Baker Botts L.L.P. (included  in Exhibit 5).

         23.2     Consent of Ernst & Young LLP.

         24       Power of Attorney  (included  on  the  signature  pages of the
                  Post-effective  Amendment to the  Registration   Statement).

















                                      II-1
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the Township of Paramus, State of New Jersey, on October 9,
2001.

                                 SYNAPTIC PHARMACEUTICAL CORPORATION




                                 By:  /s/ Kathleen P. Mullinix
                                     ----------------------------------
                                 Name:  Kathleen P. Mullinix, Ph.D.
                                 Title: Chairman of the Board,
                                          President and Chief Executive Officer









                                      II-2
<PAGE>




                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints  Kathleen P. Mullinix,  Robert L. Spence
and  Robert  W.  Murray,  and  each  of  them,  as his or her  true  and  lawful
attorneys-in-fact and agent, with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all  amendments  (including  post-effective  amendments)  to  this  registration
statement,  and to sign any registration statement for the same offering covered
by this  registration  statement that is to be effective upon filing pursuant to
Rule 462 promulgated under the Securities Act, and all post-effective amendments
thereto,  and to file the same,  with all exhibits  thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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


Signatures                      Title                           Date
----------                      -----                           ----

/s/ Kathleen P. Mullinix        Chairman of the Board,          October 9, 2001
--------------------------      President, and Chief Executive
Kathleen P. Mullinix            Officer
                                (Principal Executive Officer)

/s/ Stewart J. Hen              Director                        October 9, 2001
--------------------------
Stewart J. Hen

/s/ Zola P. Horovitz            Director                        October 9, 2001
--------------------------
Zola P. Horovitz

/s/ Jonathan S. Leff            Director                        October 9, 2001
--------------------------
Jonathan S. Leff

/s/ John E. Lyons               Director                        October 9, 2001
--------------------------
John E. Lyons

/s/ Patrick J. McDonald         Director                        October 9, 2001
--------------------------
Patrick J. McDonald

/s/ Sandra Panem                Director                        October 9, 2001
--------------------------
Sandra Panem

/s/ Alison Tamton-Rigby         Director                        October 9, 2001
--------------------------
Alison Tamton-Rigby

/s/ Robert Spence               (Principal Accounting Officer,  October 9, 2001
--------------------------      Principal Financial Officer)
Robert Spence




                                      II-3

<PAGE>


                               INDEX TO EXHIBITS

Exhibit
Number


         4.11     1996 Incentive Plan, as amended and restated (incorporated by
                  reference to Annex C of the Registrant's Proxy Statement,
                  dated September 11, 2001, with respect to the Special Meeting
                  of Stockholders held on September 26, 2001 (Commission File
                  No. 000-27324)).

         5        Opinion  of  Baker  Botts  L.L.P.  as to the  validity  of the
                  issuance  of the  shares of  Common  Stock registered hereby.

         23.1     Consent of Baker Botts L.L.P. (included  in Exhibit 5).

         23.2     Consent of Ernst & Young LLP.

         24       Power of Attorney (included on the signature pages).
[{"type": "S-8", "sequence": "1", "filename": "s8oct2001.txt", "description": "BODY OF S-8", "secsgml_size_bytes": 10026}]
{"company-data": {"conformed-name": "SYNAPTIC PHARMACEUTICAL CORP", "cik": "0000884939", "assigned-sic": "2836", "irs-number": "222859704", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71214", "film-number": "1754573"}, "business-address": {"street1": "215 COLLEGE RD", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2012611331"}}
As filed with the Securities and Exchange Commission on October 9, 2001
                                               Registration No. 333-05793
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                 POST-EFFECTIVE
                               AMENDMENT NO. 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                -----------------
                       SYNAPTIC PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                              22-2859704
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)                Identification Number)

                                215 College Road
                         Paramus, New Jersey 07652-1431
               (Address of Principal Executive Offices) (Zip Code)

                    1988 AMENDED AND RESTATED INCENTIVE PLAN
                               1996 INCENTIVE PLAN
                   1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the plans)

                              Kathleen P. Mullinix
          Chairman of the Board, President and Chief Executive Officer
                       Synaptic Pharmaceutical Corporation
                                215 College Road
                         Paramus, New Jersey 07652-1431
                     (Name and address of agent for service)

                                 (201) 261-1331
          (Telephone number, including area code, of agent for service)

                                 With copies to:
                              Robert W. Murray Jr.
                               Baker Botts L.L.P.
                              599 Lexington Avenue
                          New York, New York 10022-6030
                                 (212) 705-5000

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed          Proposed
    Title of        Aggregate     Maximum Amount      Maximum
  Offering to     Amount to be       of Price         Securities    Registration
  be Registered  registered(1)(2)  Per Share(3)  Offering Price(3)      Fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value   1,500,000 shares    $4.65          $6,975,000       $1,743.75
================================================================================
(1)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
         "Act"), this registration statement shall be deemed to cover additional
         securities that may be offered or issued to prevent dilution resulting
         from stock splits, stock dividends or similar transactions.

(2)      1,500,000 additional shares of Common Stock are being registered hereby
         which may be issued as awards or in respect of awards granted pursuant
         to the 1996 Incentive Plan, as amended.

(3)      Estimated solely for the purpose of calculating  the  registration  fee
         pursuant to Rule  457(h) and Rule 457(c) of the Act on the basis of the
         average of the  high  and  low  sales  prices  reported  on  the Nasdaq
         National Market on October 5, 2001.
EXPLANATORY NOTE

     Pursuant  to  General  Instruction  E  of  Form  S-8,  this  Post-effective
Amendment  No.  2  to  the  Registrant's  Registration  Statement  on  Form  S-8
(Registration  No.  333-05793)  incorporates  by  reference  the contents of the
earlier  registration  statement on Form S-8 which was filed with the Securities
and  Exchange  Commission  on June 12,  1996,  as amended by the  Post-effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-8 which was
filed with the Securities and Exchange Commission on August 10, 1998.
Item 8. Exhibits.

         4.11     1996 Incentive Plan, as amended and restated (incorporated by
                  reference to Annex C of the Registrant's Proxy Statement,
                  dated September 11, 2001, with respect to the Special Meeting
                  of Stockholders held on September 26, 2001 (Commission File
                  No. 000-27324)).

         5        Opinion  of  Baker  Botts  L.L.P.  as to the  validity  of the
                  issuance  of the  shares  of  Common  Stock registered hereby.

         23.1     Consent of Baker Botts L.L.P. (included  in Exhibit 5).

         23.2     Consent of Ernst & Young LLP.

         24       Power of Attorney  (included  on  the  signature  pages of the
                  Post-effective  Amendment to the  Registration   Statement).

                                      II-1
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the Township of Paramus, State of New Jersey, on October 9,
2001.

                                 SYNAPTIC PHARMACEUTICAL CORPORATION

                                 By:  /s/ Kathleen P. Mullinix
                                     ----------------------------------
                                 Name:  Kathleen P. Mullinix, Ph.D.
                                 Title: Chairman of the Board,
                                          President and Chief Executive Officer

                                      II-2
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints  Kathleen P. Mullinix,  Robert L. Spence
and  Robert  W.  Murray,  and  each  of  them,  as his or her  true  and  lawful
attorneys-in-fact and agent, with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all  amendments  (including  post-effective  amendments)  to  this  registration
statement,  and to sign any registration statement for the same offering covered
by this  registration  statement that is to be effective upon filing pursuant to
Rule 462 promulgated under the Securities Act, and all post-effective amendments
thereto,  and to file the same,  with all exhibits  thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

Signatures                      Title                           Date
----------                      -----                           ----

/s/ Kathleen P. Mullinix        Chairman of the Board,          October 9, 2001
--------------------------      President, and Chief Executive
Kathleen P. Mullinix            Officer
                                (Principal Executive Officer)

/s/ Stewart J. Hen              Director                        October 9, 2001
--------------------------
Stewart J. Hen

/s/ Zola P. Horovitz            Director                        October 9, 2001
--------------------------
Zola P. Horovitz

/s/ Jonathan S. Leff            Director                        October 9, 2001
--------------------------
Jonathan S. Leff

/s/ John E. Lyons               Director                        October 9, 2001
--------------------------
John E. Lyons

/s/ Patrick J. McDonald         Director                        October 9, 2001
--------------------------
Patrick J. McDonald

/s/ Sandra Panem                Director                        October 9, 2001
--------------------------
Sandra Panem

/s/ Alison Tamton-Rigby         Director                        October 9, 2001
--------------------------
Alison Tamton-Rigby

/s/ Robert Spence               (Principal Accounting Officer,  October 9, 2001
--------------------------      Principal Financial Officer)
Robert Spence

                                      II-3
INDEX TO EXHIBITS

Exhibit
Number

         4.11     1996 Incentive Plan, as amended and restated (incorporated by
                  reference to Annex C of the Registrant's Proxy Statement,
                  dated September 11, 2001, with respect to the Special Meeting
                  of Stockholders held on September 26, 2001 (Commission File
                  No. 000-27324)).

         5        Opinion  of  Baker  Botts  L.L.P.  as to the  validity  of the
                  issuance  of the  shares of  Common  Stock registered hereby.

         23.1     Consent of Baker Botts L.L.P. (included  in Exhibit 5).

         23.2     Consent of Ernst & Young LLP.

         24       Power of Attorney (included on the signature pages).