8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
 

Date of Report (Date of earliest event reported)    December 11, 1998


 


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


        Delaware                      0-18311            22-2845714
(State or other jurisdiction of    ( Commission       (I.R.S. Employer
incorporation or organization)     File Number)      Identification No.)


Northeast Industrial Road, Branford, Connecticut             06405
  (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code      (203) 488-8201




                                      None
          (Former name or former address, if changed since last report)




Item 4. Changes in Registrant's Certifying Accountant


(a)  Previous independent accountants


(i)  On December 11, 1998, Neurogen Corporation (the "Company"), dismissed Ernst
     & Young LLP as its principal independent accountants.

(ii) The reports of Ernst & Young LLP on the Company's financial  statements for
     the fiscal  years ended  December  31, 1996 and 1997  contained  no adverse
     opinion or  disclaimer  of opinion and were not qualified or modified as to
     uncertainty, audit scope or accounting principle.

(iii)The  Company's   Board  of  Directors   approved  the  decision  to  change
     independent accountants.

(iv) In connection  with its audits for the fiscal years ended December 31, 1996
     and 1997 and through  December 11, 1998,  there have been no  disagreements
     with Ernst & Young LLP on any matter of accounting principles or practices,
     financial statement  disclosure,  or auditing scope or procedure,  which if
     not  resolved  to the  satisfaction  of Ernst & Young LLP would have caused
     them to make reference thereto in their report on the financial  statements
     of such years.

(v)  During  the fiscal  years  ended  December  31,  1996 and 1997 and  through
     December  11,  1998,  there have been no  reportable  events (as defined in
     Regulation S-K, Item 304(a)(1)(v)).

(vi) The Company has  requested  that Ernst & Young LLP furnish it with a letter
     addressed  to the SEC  stating  whether  or not it  agrees  with the  above
     statements.  A copy of such  letter is  attached as Exhibit 16 to this Form
     8-K.


(b)  New independent accountants


(i)  The  Company  engaged  PricewaterhouseCoopers  LLP as its  new  independent
     accountants as of December 14, 1998.



                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                   NEUROGEN CORPORATION
                                                       (Registrant)


                                                 /s/ STEPHEN R. DAVIS
                                                     Stephen R. Davis
                                                Vice President-Finance and
                                                  Chief Financial Officer

December 16, 1998
      DATE

EX-16

EXHIBIT 16 TO FORM 8-K
December 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549


Gentlemen:

We have read Item 4 of Form 8-K dated December 16, 1998, of Neurogen Corporation
and are in  agreement  with  statements  contained  in  Paragraph  (a) on page 2
therein.  We have no basis to agree or  disagree  with other  statements  of the
registrant contained therein.

                                               /s/ Ernst & Young LLP
                                                   Ernst & Young LLP