SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                              NEUROGEN CORPORATION
                 (Exact name of issuer as specified in charter)

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

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


                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.   Title of security:  Common Stock, par value $.025 per share

2.   Number of shares outstanding before the change: 10,138,833 Shares

3.   Number of shares outstanding after the change:  12,638,833
     Shares

4.   Effective date of change:  August 22, 1995

5.   Method of change:  Public Offering

Brief description of transaction:  Neurogen Corporation issued and sold
2,500,000 shares of its Common Stock, par value $.025 per share (the "Shares")
to the public pursuant to Registration Statement No. 33-60929 on Form S-3 filed
with the Securities and Exchange Commission.


                         II.  CHANGE IN NAME OF ISSUER

Not applicable.

Date:  August 29, 1995

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