POWER OF ATTORNEY









 The undersigned hereby appoints Stephen R. Davis, EVP

and Chief Business Officer of Neurogen Corporation, her

attorney-in-fact and agent in any and all capacities to execute

for and on her behalf filings with the Securities and

Exchange Commission on Forms 3, 4 or 5 pursuant to Section 16

of the Securities and Exchange Act of 1934, as amended, to the

extent that such filings relate to the undersigned's status as

a director or officer of Neurogen Corporation.  The undersigned

further appoints Stephen R. Davis her attorney in fact and agent

to execute any and all amendments to such filings as such

attorney-in-fact and agent deems appropriate.  The undersigned

hereby grants to such attorney-in-fact and agent full power and

authority to do and perform each and every act necessary or

desirable as the undersigned could do in person,hereby ratifying

and confirming all that such attorney in fact and agent may

lawfully do or has done by virtue hereof.



This Power of Attorney shall become effective as of January 15, 2004.







/s/ LAI FOON LEE

___________________________

Lai Foon Lee