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): July 13, 1999


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


                                    DELAWARE
                 (State or other jurisdiction of incorporation)



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



                              213 TECHNOLOGY DRIVE
                                IRVINE, CA 92618
              (Address of principal executive offices and zip code)



       Registrant's telephone number, including area code: (949) 753-6100



ITEM 5. OTHER EVENTS.

     On July 13, 1999, CoCensys, Inc. (the "Company") received notification from
the Nasdaq Stock Market that the Company's common stock would be deleted from
the Nasdaq National Market (NMS) effective at the close of business on July 13,
1999. The Company's press release announcing the delisting is included herein as
Exhibit 99.1.


ITEM 7. EXHIBITS.


     99.1     Press Release, dated July 14, 1999 entitled "CoCensys Delisted
              From Nasdaq National Market."


                                       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:  July 16, 1999                  By:   /s/ F. Richard Nichol, Ph.D.
                                           ------------------------------------
                                             F. RICHARD NICHOL, PH.D.
                                             CHAIRMAN, PRESIDENT AND CHIEF
                                             EXECUTIVE OFFICER


                                       3.


                                INDEX TO EXHIBITS



     99.1      Press Release, dated July 14, 1999 entitled "CoCensys Delisted
               From Nasdaq National Market."


                                       4.

EX-99.1

Contact:    F. Richard Nichol, Ph.D.
            CHAIRMAN OF THE BOARD
            PRESIDENT & CHIEF EXECUTIVE OFFICER

            Donna D. Slade
            ASSISTANT DIRECTOR, INVESTOR RELATIONS/PUBLIC RELATIONS
            COCENSYS, INC.
            949/753-6110


         COCENSYS, INC. ANNOUNCES DELISTING FROM NASDAQ NATIONAL MARKET

               COMPANY ELIGIBLE TO BE TRADED ON OTC BULLETIN BOARD

IRVINE, CALIFORNIA/PR NEWSWIRE/JULY 14, 1999 - CoCensys, Inc. (Nasdaq: COCN)
announced today that the Company has received notification from the Nasdaq Stock
Market that the Company's common stock has been delisted from the Nasdaq
National Market. The Company's common stock is immediately eligible to trade on
the OTC Bulletin Board.

CoCensys is a biopharmaceutical company that discovers and develops products for
the treatment of neurological and psychiatric disorders. The Company's product
development programs focus on novel small molecule compounds for the treatment
of epilepsy, anxiety, Parkinson's and other neurodegenerative diseases,
neuropathic pain, migraine, insomnia and stroke. CoCensys has development
programs with the Wyeth-Ayerst Laboratories Division of American Home Products
Corporation to develop analogs of naturally-occurring neuroactive compounds,
"epalons," for the treatment of anxiety, with Parke-Davis Pharmaceutical
Division of Warner-Lambert Company to identify and develop subtype-selective
NMDA receptor antagonists for the treatment of a variety of neurological and
psychiatric diseases, and with Senju Pharmaceutical and Parke-Davis for the
exploration of ophthalmic indications of CoCensys' glutamate receptor antagonist
compounds. More information about the Company is available on its web site:
http://www.cocensys.com.