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): September 26, 2001

                       SYNAPTIC PHARMACEUTICAL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                               0-27324 22-285-9704
          (Commission File Number) (I.R.S. Employer Identification No.)

                                215 College Road
                         Paramus, New Jersey 07652-1431
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (201) 261-1331








Item 5.           Other Events.

     On September 26, 2001, Synaptic Pharmaceutical Corporation (the "Company")
issued a press release announcing that it had closed on the second stage of its
$41.0 million private financing led by Warburg Pincus, LLC.






     A copy of the press release is attached as Exhibit 99 to this Form 8-K and
is incorporated by reference herein.






Item 7.           Exhibits.

Exhibit No.
----------

99        Press Release dated September 26, 2001








                                   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.


                                           SYNAPTIC PHARMACEUTICAL CORPORATION
                                           (Registrant)

                                           By: /s/ Kathleen P. Mullinix
                                               -------------------------------
                                               Name: Kathleen P. Mullinix
                                               Title: Chairman, President and
                                                        Chief Executive Officer

EX-99

                                                                Exhibit No. 99
                                                                --------------


FOR IMMEDIATE RELEASE                Contact:    Kathleen P. Mullinix, Ph.D.
                                                 Synaptic Pharmaceutical
                                                 (201) 261-1331, ext. 103


Media:   Douglas Johnson, Ph.D.     Investors:   Karen Sheppard / Lev Janashvili
         GreenTree Communications                RF-Binder Partners
         (800) 428-8796                          (212) 593-5815/(212) 583-2767


                 SYNAPTIC PHARMACEUTICAL CLOSES $41.0 MILLION
                     PRIVATE FINANCING LED BY WARBURG PINCUS


PARAMUS, N.J., September 26, 2001 - Synaptic Pharmaceutical Corporation (Nasdaq:
SNAP) today  announced  that it has closed the second stage of its $41.0 million
private  financing  led by  Warburg  Pincus.  On August  3,  2001,  the  Company
announced the signing of definitive  agreements  relating to this  financing and
the closing of the first stage of the financing.

In the first stage of the  convertible  preferred  stock  offering,  the Company
received $9.4  million.  In the second  stage,  which closed today,  the Company
raised  an  additional  $31.6  million.  In the  second  stage,  which  required
shareholder approval, the Company issued 5.4 million common share equivalents at
an  average  price of $5.85 per share.  With both  stages of the  financing  now
complete,   Synaptic  has  issued  an  additional   7.6  million   common  share
equivalents.

Kathleen P. Mullinix,  Ph.D.,  chairman,  president and chief executive officer,
stated,  "Synaptic  now  has the  capital,  together  with  the  right  business
strategy,  to accelerate its development  programs and unlock the value of its G
protein-coupled  receptor  (GPCR)  technology  estate.  The expertise of Warburg
Pincus in guiding  biopharmaceutical  companies and its financial  strength will
start to allow  Synaptic to develop its broad  portfolio of GPCR drug  discovery
programs as we execute our plan to forward  integrate our Company.  With respect
to our most  advanced  program to develop a novel  antidepressant,  we remain on
track to file an IND in the fourth quarter of this year, and we are planning for
our Phase II  studies  that will  determine  the  efficacy  of this  novel  GPCR
mechanism for the treatment of depression."

In the two stages of the  financing,  Warburg  Pincus  purchased $9.4 million of
Series B preferred  stock and $25.5  million of Series C preferred  stock.  Ziff
Asset  Management  purchased  $1.6 million of Series B preferred  stock and $4.4
million of Series C preferred stock.  Immediately  after the close, and assuming
conversion of the preferred  stock into common  shares,  Warburg Pincus and Ziff
Asset  Management  own 34.7% and 6.0%,  respectively,  of the  Company's  voting
stock.  The Company has agreed to register for resale,  under the Securities Act
of 1933, as amended,  common shares  issuable upon conversion of the convertible
preferred stock deemed issued in the financing.

Synaptic Pharmaceutical  Corporation is a drug discovery company focused on GPCR
receptors.  The Company is using its large portfolio of patented GPCR targets to
design improved drugs and to map biological  pathways that may offer new ways to
treat diseases. As of September 26, the Company is collaborating with Grunenthal
GmbH on  discovering  compounds  for the  alleviation  of pain and  with  Kissei
Pharmaceutical  Co.,  Ltd. in a functional  genomics  collaboration  to identify
novel G  protein-coupled  receptors that can provide new drug discovery  targets
for Kissei.  For more  information on the Company,  please visit our web site at
www.synapticcorp.com.

With over $10 billion  under  management  and a further $5 billion  available to
invest,  Warburg Pincus is among the largest private equity  investment firms in
the world.  The firm has  invested  more than $11 billion in over 400  companies
over the past 30 years.  One of the world's  leading direct equity  investors in
healthcare,  Warburg Pincus has helped to build more than 35  biotechnology  and
biopharmaceuticals  companies  spanning a broad range of technologies and stages
of development. For further information, please visit www.warburgpincus.com.

This press release contains  "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  Such  statements  include any statements  relating to the
future of the  Company's  drug  discovery  programs and patent estate and future
cash and  spending  plans,  statements  regarding  future  growth  and any other
statements  which are not historical  facts.  Such statements  involve risks and
uncertainties,  including,  but not  limited to,  those risks and  uncertainties
relating to difficulties or delays in development, testing, regulatory approval,
production and marketing of drug candidates, any unexpected adverse side effects
or inadequate therapeutic efficacy of drug candidates that could slow or prevent
product development efforts, competition within anticipated product markets, the
uncertainty of product development in the pharmaceutical industry, the inability
to license  potential  products or certain rights thereto to third parties,  the
uncertainty of patent protection for intellectual  property or trade secrets and
those risks and  uncertainties  detailed  under the captions  "Competition"  and
"Government  Regulation"  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2000 (the "2000 Form 10-K"), as well as the risks
and  uncertainties   disclosed  under  the  captions  "Early  Stage  of  Product
Development;  Technological  Uncertainty," "Dependence on Collaborative Partners
and Licensees for Development,  Regulatory Approvals,  Manufacturing,  Marketing
and  Other  Resources"  and  "Uncertainties   Related  to  Clinical  Trials"  as
"Cautionary  Statements"  in the 2000 Form 10-K or detailed from time to time in
filings the Company makes with the Securities and Exchange Commission.  Although
the Company  believes  that the  expectations  reflected in the  forward-looking
statements  contained herein are reasonable,  it can give no assurance that such
expectations  will prove to be correct.  The  Company  expressly  disclaims  any
obligation  or  undertaking  to  disseminate  any  updates or  revisions  to any
forward-looking  statement  contained  herein  to  reflect  any  change  in  the
Company's  expectations with regard thereto or any change in events,  conditions
or circumstances on which any such statement is based.


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