SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 11-K

               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                         Commission file number 0-18311

                   NEUROGEN CORPORATION 401(k) RETIREMENT PLAN
                               Full title of plan

                              NEUROGEN CORPORATION

                          35 Northeast Industrial Road

                           Branford, Connecticut 06405

                                 (203) 488-8201

          (Name of issuer of the securities held pursuant to the plan)

                   Neurogen Corporation 401(k) Retirement Plan
                              Financial Statements

                                      Index


    Report of Independent Accountants

    Financial Statements:

     Statements of Net Assets Available for Benefits at December 31, 2000 and 1999

     Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2000

     Notes to Financial Statements

     Supplemental Schedules:

          Schedule of Assets (Held at End of Year)

          Schedule of Reportable Transactions









                        Report of Independent Accountants

To the Participants and Administrator of the
Neurogen Corporation 401(k) Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of the Neurogen  Corporation 401(k) Retirement Plan (the "Plan") at December 31,
2000 and December 31, 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000 in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility  of the  Plan's  management;  our  responsibility  is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements  taken as a whole.  The  supplemental  Schedules of Assets
(Held at End of Year) and Reportable  Transactions are presented for the purpose
of  additional  analysis  and are not a  required  part of the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974.  These  supplemental  schedules are the
responsibility of the Plan's  management.  The supplemental  schedules have been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  are fairly  stated in all material
respects in relation to the basic financial statements taken as a whole.

The  supplemental  Schedules  of  Assets  (Held at End of Year)  and  Reportable
Transactions that accompany the Plan's financial  statements do not disclose the
historical  cost of  non-participant  directed  Plan  assets  held by the Plan's
trustee. Disclosure of this information is required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.

PricewaterhouseCoopers LLP
June 21, 2001










                   Neurogen Corporation 401(k) Retirement Plan
                Statements of Net Assets Available for Benefits


                                                          December 31,
                                                     2000             1999
                                                     ----             ----
ASSETS:

Investments (See notes 3 and 4)                 $ 7,850,852      $ 6,071,265

Employer contribution receivable                    166,497          131,187

                                                  ---------        ---------
    Net assets available for benefits           $ 8,017,349      $ 6,202,452
                                                  =========        =========


The accompanying notes are an integral part of the financial statements.



                   Neurogen Corporation 401(k) Retirement Plan
            Statement of Changes in Net Assets Available for Benefits



                                                                Year Ended
                                                            December 31, 2000
                                                            =================

Additions to net assets attributed to:

Contributions received or receivable from:

    Employees                                                  $ 1,308,319
    Employer                                                       652,951
                                                               -----------
    Total contributions                                          1,961,270

Net appreciation in fair value of investments                      540,871
Dividends                                                           62,116
Interest repayments                                                  9,274
                                                               -----------
    Total additions                                              2,573,531


Deductions from net assets attributed to:


Benefits paid to participants                                     (738,180)
Administrative expenses                                            (20,454)
                                                               -----------
   Total deductions                                               (758,634)
                                                               -----------
      Net increase                                               1,814,897

Net assets available for benefits:

Beginning of year                                                6,202,452
                                                               -----------

End of year                                                    $ 8,017,349
                                                               ===========



The accompanying notes are an integral part of the financial statements.



                   Neurogen Corporation 401(k) Retirement Plan

                          Notes To Financial Statements

1. Description of the Plan:

General

The  Neurogen  Corporation  401(k)  Retirement  Plan (the  "Plan")  is a defined
contribution plan administered by Neurogen Corporation (the "Company"). The Plan
is subject to the provisions of the Employee  Retirement  Income Security Act of
1974  ("ERISA")  and is intended  to meet the  requirements  of Section  401(a),
401(k),  and  501(a) of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").  All full-time  employees of the Company are eligible to participate in
the Plan on the first day of a calendar quarter  following the date on which the
employee  first  completed  an  hour  of  service.  The  following  is  a  brief
description  of the Plan.  Participants  should refer to the Plan document for a
more complete description of the Plan's provisions.

Effective November 1, 1999, the Plan was amended and restated, as Alliance Trust
Company ("Alliance") was appointed trustee and recordkeeper of the Plan, and the
number of investment  options available to participants was increased.  Prior to
the  transfer  of Plan  assets to  Alliance,  Plan  participants  selected a new
investment  mix based on the increased  number of investment  options  available
from Alliance. Plan assets transferred to Alliance were invested either in funds
comparable  to those offered by the previous  custodians  or in cash  management
vehicles until Alliance  transferred funds to investment  elections in which the
previous custodians did not offer a comparable investment option. The conversion
initiated a "Black Out" period beginning November 1, 1999 and continuing through
February 23, 2000. During this period,  employee and employer  contributions and
investment  income  earned on Plan assets  continued to be recorded by Alliance.
However,  participants  were not able to withdraw  assets from their accounts or
make changes in investment  elections.  Towards the end of the Black Out period,
Plan assets were invested into the funds selected by each participant.

The Company,  as the  administrator  of the Plan, is responsible for determining
employer contributions,  determining limits if any, on loan requests,  reviewing
financial  hardship  requests for participant  withdrawals and for setting rules
and  administrative  policy as it may deem necessary to carry out the provisions
of the Plan.

Contributions

Employees  may  elect to  contribute  up to 15% of  their  earnings  or  $10,500
whichever  is less.  Contribution  rates  may be  changed  on the first day of a
calendar quarter. Participants direct the investment of their contributions into
various  investment  options  offered by the Plan. The Plan currently  offers 19
mutual funds, 5 pooled  investment funds and Neurogen common stock as investment
options for participants. The options may be changed daily by participants.

The Plan provides that the Company will match the employee's  contribution in an
amount  equal  to  100%  of  the  participant's  contribution  up to  6% of  the
participant's gross pay. The matching  contribution is made on a quarterly basis
and is composed of two parts.  One-third of the contribution is in cash that may
be invested in any of the investment  funds offered.  The other two-thirds is in
Neurogen stock and may not be transferred to another investment fund.

Participant Accounts

Each participant's  account is credited with the participant's  contribution and
allocations of the Company's  matching  contribution,  Plan earnings and trustee
fees as described in the Plan  document.  The benefit to which a participant  is
entitled  is the  benefit  that can be provided  from the  participant's  vested
account.

Vesting

Participants vest in employer  matching  contributions at a rate of 25% for each
year of credited service,  as defined in the Plan document,  and are 100% vested
after four years of credited  service.  Participants  are vested  immediately in
their contributions plus actual earnings thereon.

Loans and Withdrawals

Participants  may borrow  from  their fund  accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000,  or 50% of their vested account balance.
Loan terms vary with the maximum being ten years.  The loans are  collateralized
by the balance in the  participant's  account and bear  interest at a rate of 1%
over the prime rate.

A participant  may withdraw all or any portion of his vested  account  resulting
from his contributions and earnings thereon, subject to proof of hardship due to
an immediate and  significant  financial  need as further  described in the Plan
document. The Plan administrator, in accordance with nondiscriminatory standards
applied  uniformly to all  participants,  similarly makes the  determination  of
financial hardship.

Payment of Benefits

On termination of service due to death, disability or retirement,  a participant
will receive a lump-sum  amount equal to the value of the  participant's  vested
interest in his or her  account.  If a  participant  terminates  employment  but
termination is not due to death,  disability or retirement,  and the participant
is not yet 65, the participant may keep his account balance in the Plan if it is
higher than $5,000 or elect a lump-sum distribution.  If the participant chooses
a lump-sum  distribution,  the  distribution  will occur as soon as  practicable
after the participant has completed the proper form providing  instruction as to
where the funds should be transferred.

Forfeited Accounts

Forfeitures  are  utilized to reduce the employer  contribution  and/or pay Plan
expenses which would otherwise be paid by the employer.  During 2000, $52,896 of
employer contributions were reduced by forfeited nonvested accounts. At December
31,  2000 and  1999,  forfeited  nonvested  accounts  totaled  $401 and  $5,217,
respectively.

2. Summary of Accounting Policies:

Basis of Accounting

The financial  statements of the Plan are prepared  under the accrual  method of
accounting.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets,  liabilities,  and changes  therein,  and
disclosure of contingent  assets and  liabilities.  Actual  results could differ
from those estimates.

Investment Valuation and Income Recognition

The pooled  investment and mutual fund accounts are stated at fair value,  which
is based upon quoted market prices that  represent the net asset value of shares
held by the Plan at year-end.  The Company  stock is valued at its quoted market
price.

The Plan  presents  in the  statement  of changes in net  assets  available  for
benefits  the  net  appreciation   (depreciation)  in  the  fair  value  of  its
investments  which  consists of the realized  gains or losses and the unrealized
appreciation (depreciation) on those investments.

Purchases  and  sales are  recorded  at the trade  date and  interest  income is
recorded on the accrual basis.

Plan Expenses

Trustee  fees  are  charged  to the  participants  on an  allocation  basis  and
participants pay loan administrative  expenses of $75 per loan. In addition, the
Company incurred record keeping expenses of $7,463 for the Plan year 2000, which
were not charged to the Plan.

Payment of Benefits

Benefits are recorded when paid.


3.  Investments

The  following  presents  investments  that  represent  5 percent or more of the
Plan's net assets.

                                                                        December 31,
                                                                   2000             1999

Neurogen Corporation restricted common stock,                 $ 1,827,433     $   645,810
 49,778 and 39,140 shares, respectively

Neurogen Corporation unrestricted common stock,               $   584,167          N/A
 15,895 shares

Fidelity Contrafund, 23,218 and 28,156 shares, respectively   $ 1,141,655     $ 1,689,906

Fidelity Select Technology Fund, 5,655 shares                 $   501,694          N/A

Vanguard Primecap Fund, 17,034 and 16,200 shares respectively $ 1,028,522     $ 1,009,930

UST Diversified Value Fund, 24,164 shares                     $   753,667          N/A

American Performance Treasury Fund, 1,650,720 shares               N/A        $ 1,650,720


During 2000, the Plan's investments (including realized gains and losses and the
unrealized  appreciation  (depreciation)  on those  investments,  and investment
income from interest and dividends)appreciated in value by $602,987 as follows:

Common stock                              $  1,288,089
Pooled investment and mutual funds            (685,102)
                                          ------------
                                          $    602,987
                                          ============

4.  Nonparticipant-Directed Investments

Information  about the net assets and the significant  components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:

                                           December 31,
                                      2000             1999
Net Assets:
 Restricted common stock            $ 1,827,433        $ 645,810


                                           Year Ended
                                        December 31, 2000

Changes in Net Assets:
 Contributions                           $   411,493
 Net appreciation                            906,450
 Benefits paid to participants              (132,385)
 Administrative expenses                      (3,935)
                                           ----------
                                         $ 1,181,623
                                           ==========



5.  Related-Party Transactions

Certain Plan  investments are shares of short-term  investment  funds managed by
Alliance Trust Company  ("Alliance").  Alliance is the trustee as defined by the
Plan  and,   therefore,   these   transactions   qualify  as   party-in-interest
transactions.

6.  Plan Termination

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan,  subject to the  provisions  of ERISA.  In the event of Plan  termination,
participants would become 100 percent vested in their employer contributions.

7.  Tax Status

The Internal Revenue Service has determined and informed the Company by a letter
dated October 22, 1996, that the Plan, as then designed,  was in compliance with
the  applicable  requirements  of the Internal  Revenue Code.  The Plan has been
amended  since   receiving  the   determination   letter.   However,   the  Plan
administrator  and the Plan's tax  counsel  believe  that the Plan is  currently
designed and being operated in compliance  with the applicable  requirements  of
the Internal Revenue Code.

8.  Reconciliation of Financial Statements to Form 5500

The following is a  reconciliation  of net assets available for benefits per the
financial statements at December 31, 2000 and 1999 to Form 5500:

                                                                   2000          1999
                                                                ----------    ----------

Net assets available for benefits per
 the financial statements                                       $8,017,349    $6,202,452
Amounts allocated to withdrawing participants                           -       (186,600)
                                                                -----------   ----------
Net assets available for benefits per the Form 5500             $8,017,349    $6,015,852
                                                                ===========   ==========

The  following is a  reconciliation  of benefits  paid to  participants  per the
financial statements for the year ended December 31, 2000 to Form 5500:

Benefits paid to participants per the
 financial statements                                            $  738,180
Less: Amounts allocated to withdrawing
 participants at December 31, 1999                                 (186,600)
                                                                -----------
Benefits paid to participants per Form 5500                      $  551,580
                                                                ===========

Amounts  allocated to  withdrawing  participants  were recorded on the 1999 Form
5500 for benefit  claims that were  processed  and approved for payment prior to
December 31, 1999, but not yet paid as of that date.


                   Neurogen Corporation 401(k) Retirement Plan
                             Supplemental Schedule
                Schedule of Assets (Held at End of Year)


                                December 31, 2000

          (b) Identity of issue,  (c) Description of investment
           borrower,lessor or      including maturity date, rate of interest,
(a)        similar party           collateral,par, or maturity value                 (d) Cost       (e) Current value
- ---       ----------------------   ------------------------------------------        --------       -----------------
 *        Neurogen Corporation     Restricted common stock, par value $.025             **          $       1,827,433
 *        Neurogen Corporation     Unrestricted common stock, par value $.025           ***                   584,167
 *        Neurogen Corporation     Cash                                                 ***                    28,354
 *        Participants             Participant loans with interest rates
                                   between  8.75%  and  10.50%, maturity
                                   dates ranging from July  2002-October
                                   2009,  collaterized  by   participant
                                   account balances                                      -                     86,417
          Fidelity Group           Fidelity Contrafund                                  ***                 1,141,655
          Fidelity Group           Fidelity Select Technology Fund                      ***                   501,694
          Franklin Group of Funds  Franklin Small Cap Growth Fund                       ***                    54,144
          Harbor Fund              Harbor International Fund                            ***                   174,387
          Harbor Fund              Harbor Bond Fund                                     ***                    72,831
          Janus                    Janus Worldwide Fund                                 ***                   351,291
          Janus                    Janus Olympus Fund                                   ***                   141,712
          Janus                    Janus Mercury Fund                                   ***                   271,236
          Janus                    Janus Balanced Fund                                  ***                    97,593
          T. Rowe Price Funds      T. Rowe Price Equity Income Fund                     ***                     8,037
          T. Rowe Price Funds      T. Rowe Price Mid-Cap Growth Fund                    ***                    32,853
          Royce Funds              Royce Total Return Fund                              ***                     2,952
          Vanguard Group           Vanguard Specialized Energy Fund                     ***                    65,028
          Vanguard Group           Vanguard Health Care Fund                            ***                   138,337
          Vanguard Group           Vanguard Wellington Fund                             ***                    23,793
          Vanguard Group           Vanguard Primecap Fund                               ***                 1,028,522
          Vanguard Group           Vanguard Long Term Bond Index Fund                   ***                     9,163
          Vanguard Group           Vanguard 500 Index Fund                              ***                   173,108
          Vanguard Group           Vanguard High Yield Corporate Fund                   ***                    94,806
          U.S. Trust Company, N.A. UST Balanced Global 70/30 Fund                       ***                    64,523
          U.S. Trust Company, N.A. UST Diversified Value Fund                           ***                   753,667
          U.S. Trust Company, N.A. UST Balanced Global 20/80 Fund                       ***                    39,852
          U.S. Trust Company, N.A. UST Capital Preservation Fund                        ***                    78,022
          Sanford C. Bernstein     Sanford Bernstein Intermediate Duration Bond Fund    ***                     4,876
          & Co., Inc.
*         Alliance Trust Company   American Performance Cash Management Fund            ***                       399
                                                                                                    -----------------
                                                                                                    $       7,850,852
                                                                                                    =================
*  Identified as a party in interest

** Information not available from recordkeeper

*** Cost information has been omitted for participant-directed investments



                   Neurogen Corporation 401(k) Retirement Plan
                             Supplemental Schedule
                       Schedule of Reportable Transactions

                          Year Ended December 31, 2000

Series of transactions exceeding 5% of current value of Plan assets as of January 1, 2000

                       (b)Description of asset
(a)Identity of         (include interest rate and                  (c)Purchase   (d)Selling   (e)Lease    (f)Expense incurred
party involved          maturity in case of a loan)                   price         price        rental    with transaction
- --------------------    -------------------------------------      -----------   ----------   ----------   ----------------


Neurogen Corporation    Neurogen Corporation Restricted Stock      $  411,694         N/A      $   -        $      -
Neurogen Corporation    Neurogen Corporation Restricted Stock             N/A    $ 136,521     $   -        $      -



                        (b)Description of asset                                     (h)Current value
(a)Identity of          (include interest rate and                    (g)Cost of       of asset on     (i)Net gain
party involved           maturity in case of a loan)                     asset       transaction date     or (loss)
- --------------------    --------------------------------------        ----------    -----------------   ----------


Neurogen Corporation    Neurogen Corporation Restricted Stock        $  411,694    $  411,694          $   -
Neurogen Corporation    Neurogen Corporation Restricted Stock              *       $  136,521              *

*  Information not available from record keeper




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.

                                      Neurogen Corporation 401(k)Retirement Plan

                                            Administrator:  Neurogen Corporation



Date:  June 28, 2001            By: /s/ STEPHEN R. DAVIS

                                Stephen R. Davis
                                Senior Vice President and Chief Business Officer


                                                                      Exhibit 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  on Form S-8 (No.  333-07957)  of Neurogen  Corporation  of our report
dated  June 21,  2001  relating  to the  financial  statements  of the  Neurogen
Corporation 401(k) Retirement Plan, which appears in this Form 11-K.







PricewaterhouseCoopers LLP
Hartford, Connecticut
June 21, 2001