8-K

                          SECURITIES EXCHANGE AND COMMISSION

                               Washington, D. C.  20549



                                       FORM 8-K

                                    CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934


                                    JUNE 12, 1997
                   Date of Report (DATE OF EARLIEST EVENT REPORTED)




                                    COCENSYS, INC.
                (Exact name of registrant as specified in its charter)


                                       DELAWARE
                    (State or other jurisdiction of incorporation)


         0-20954                                   33-0538836
(Commission File Number)                (IRS Employer Identification No.)



                                 213 TECHNOLOGY DRIVE
                               IRVINE, CALIFORNIA 92718
                (Address of principal executive offices and zip code)


                                    (714) 753-6100
                 (Registrant's telephone number, including area code)


Item 5.  OTHER EVENTS.

    On June 12, 1997, CoCensys, Inc. (the "Company") announced that the 
Company and the Parke-Davis Division of Warner-Lambert Company have agreed to 
terminate the Cognex Promotion Agreement.

Item 7.  EXHIBITS.

         99.1 Press Release, titled "CoCensys, Parke-Davis Negotiating New 
              Co-promotion Agreement; Cognex Promotion Terminated," dated 
              June 12, 1997.


                                        2.



                                      SIGNATURE

         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, thereunto duly authorized.

                                  COCENSYS, INC.


Dated:  June 17, 1997             By:   /s/ Peter E. Jansen 
                                     ----------------------------------
                                            Peter E. Jansen
                                            Vice President and Chief 
                                            Financial Officer


                                        3.




                                INDEX TO EXHIBITS




EXHIBIT                                                           SEQUENTIALLY 
NUMBER   DESCRIPTION                                              NUMBERED PAGE 

99.1     Press Release, titled "CoCensys, Parke-Davis                
         Negotiating New Co-promotion Agreement;                        5
         Cognex Promotion Terminated," dated June 12, 1997.

EX-99.1

                                                              Exhibit 99.1


Contact: Rick Henson                                  Christi Foster
         President                                    Communications Director
         Pharmaceutical Sales & Marketing Division    (714) 753-6112
         (714) 753-6100


FOR IMMEDIATE RELEASE

             COCENSYS, PARKE-DAVIS NEGOTIATING NEW CO-PROMOTION AGREEMENT
                             COGNEX PROMOTION TERMINATED

IRVINE, California/PR Newswire/June 12, 1997 -- CoCensys, Inc. (Nasdaq: COCN) 
announced today that, effective immediately, the Parke-Davis Division of 
Warner-Lambert Company will phase out active detailing, marketing and patient 
support programs for its Alzheimer's drug, Cognex-Registered Trademark-.  In 
line with this decision, CoCensys and Parke-Davis have agreed to terminate 
the contract for detailing the drug to U.S. neurologists.

"Cognex-Registered Trademark- helped establish a standard by which future 
Alzheimer's compounds may be measured," said Wayne Dickerson, Director of New 
Business Ventures for Warner-Lambert.  "Cognex-Registered Trademark- has been 
an important milestone in the treatment of Alzheimer's disease, and our 
partnership with CoCensys has been an integral part of bringing the treatment 
to patients. We look forward to continuing our relationship with CoCensys on 
future projects."  He noted that Cognex-Registered Trademark- remains a 
viable treatment option and will continue to be made available by Parke-Davis.

"CoCensys is currently in late-stage negotiations with Parke-Davis on a 
replacement product," said Rick Henson, President of the Pharmaceutical Sales 
and Marketing Division.  "We also continue to explore other co-promotion or 
in-licensing opportunities and are working diligently to bring promising new 
drugs into our portfolio."

The forward-looking statements contained above involve a high degree of 
technological, regulatory and competitive risks and uncertainties inherent to 
biopharmaceutical companies.  Actual results may differ due to a number of 
factors, including risks inherent to collaboration negotiations and others 
that are more fully discussed in the company's most recent Form 10-K and Form 
10-Q.

CoCensys is a biopharmaceutical company that discovers, develops and markets 
products to treat neurological and psychiatric disorders.  The company's 
product development programs focus on three proprietary technology platforms 
for the treatment of migraine, epilepsy, anxiety, insomnia, stroke, head 
trauma and neurodegenerative diseases.  CoCensys' Pharmaceutical Sales and 
Marketing Division markets Somerset Pharmaceuticals' Eldepryl-Registered 
Trademark- for Parkinson's disease to neurologists.  More information about 
the company is available on its website: http://www.cocensys.com.

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