SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

         Mark One:

        [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2002

                                       OR

           [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 0-27324


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


                    Delaware                             22-2859704
          (State or other jurisdiction      (I.R.S. Employer Identification No.)
       of incorporation or organization)

                215 College Road                            07652
                  Paramus, NJ                            (Zip Code)
    (Address of principal executive offices)

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


     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934,  as amended,  during the  preceding 12 months (or for such shorter  period
that the  registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.


                                    Yes X No


     As of May 1, 2002, there were 10,974,990 shares of the registrant's  Common
Stock outstanding.


<PAGE>




                       SYNAPTIC PHARMACEUTICAL CORPORATION

          INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 2002



                          PART I. FINANCIAL INFORMATION

                                                                           Page
Item  1.     Financial Statements (unaudited):

             Balance Sheets at March 31, 2002 and December 31, 2001.......  1

             Statements of Operations and Comprehensive Income (Loss)
               for the three months ended March 31, 2002 and 2001.........  2

             Statements of Cash Flows for the three months ended
               March 31, 2002 and 2001....................................  3

             Notes to Financial Statements................................  4

Item  2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................   5

Item 3.      Quantitative and Qualitative Disclosures About Market Risk..   10



                      PART II. OTHER INFORMATION


Item  1.     Legal Proceedings...........................................   11

Item 6.      Exhibits and Reports on Form 8-K............................   12



             Signatures..................................................   13








                                       (i)

<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                       SYNAPTIC PHARMACEUTICAL CORPORATION
                                 BALANCE SHEETS
                    (in thousands, except share information)

                                                  March 31,         December 31,
Assets                                               2002               2001
--------------------------------------------------------------------------------
                                                  (Unaudited)         (Audited)
Current assets:
Cash and cash equivalents                         $ 37,740             $ 45,552
Marketable securities--current maturities            4,057                2,553
Deferred tax assets                                      -                  256
Other current assets                                 1,049                  431
--------------------------------------------------------------------------------
Total current assets                                42,846               48,792
Property and equipment, net                          4,280                4,268
Marketable securities                                    -                1,545
Other assets                                           223                  228
--------------------------------------------------------------------------------
                                                  $ 47,349             $ 54,833
================================================================================

Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity
--------------------------------------------------------------------------------
Current liabilities:
Accounts payable                                   $ 1,052              $ 1,441
Accrued liabilities                                  1,123                1,104
Accrued compensation                                   383                  550
Deferred revenue                                       987                  107
--------------------------------------------------------------------------------
Total current liabilities                            3,545                3,202

Deferred rent obligation                               915                  845

Series B senior redeemable convertible preferred
 stock; authorized, issued and outstanding--11,056
 shares, liquidation preference--$11,056            10,223               10,206
Series C senior redeemable convertible preferred
 stock; authorized, issued and outstanding--29,944
 shares in, liquidation preference--$29,944         27,662               27,613

Stockholders' equity:
Series A preferred stock, $.01 par value;
 authorized--1,000,000 shares                            -                    -
Common Stock, $.01 par value;
 authorized--25,000,000 shares issued and
 outstanding--10,974,990 shares in 2002 and
 10,953,353 shares in 2001                             110                  109
Additional paid-in capital                          99,412               99,376
Accumulated other comprehensive
 income--net unrealized gains on securities             49                   87
Accumulated deficit                                (94,567)             (86,605)
--------------------------------------------------------------------------------
Total stockholders' equity                           5,004               12,967
--------------------------------------------------------------------------------
                                                  $ 47,349             $ 54,833
================================================================================



                       See notes to financial statements.

                                        1


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

             (in thousands, except share and per share information)
                                   (Unaudited)



For the three months ended March 31, 2002 and 2001

                                                        2002              2001
-------------------------------------------------------------------------------
Revenues:
Contract revenue                                       $ 293             $ 287
License revenue                                            -                83
-------------------------------------------------------------------------------
Total revenues                                           293               370

Expenses:
Research and development                               6,433             4,013
General and administrative                             2,212             1,790
-------------------------------------------------------------------------------
Total expenses                                         8,645             5,803
-------------------------------------------------------------------------------
Loss from operations                                  (8,352)           (5,433)

Other income, net:
Interest income                                          212               422
Other                                                    120               131
-------------------------------------------------------------------------------
Other income, net                                        332               553
-------------------------------------------------------------------------------
Net loss before benefit from income taxes             (8,020)           (4,880)
Income tax benefit                                        58                 -
-------------------------------------------------------------------------------
Net loss                                              (7,962)           (4,880)
Accretion to redemption value of mandatorily
  redeemable convertible preferred stock                 (66)                -
-------------------------------------------------------------------------------
Net loss applicable to common stockholders          $ (8,028)         $ (4,880)
===============================================================================

Comprehensive loss:

Net loss                                            $ (7,962)         $ (4,880)
Unrealized (losses) gains arising during period          (38)              329
-------------------------------------------------------------------------------
Comprehensive loss                                  $ (8,000)         $ (4,551)
===============================================================================

Basic and diluted net loss per share
applicable to common stockholders                    $ (0.73)          $ (0.45)
===============================================================================

Shares used in computation of net loss per share
applicable to common stockholders                 10,966,897        10,937,713
===============================================================================





                       See notes to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS

                                 (in thousands)
                                   (Unaudited)


For the three months ended March 31, 2002 and 2001

                                                          2002            2001
-------------------------------------------------------------------------------
Operating activities:
Net loss                                              $ (7,962)       $ (4,880)
Adjustments to reconcile net loss to net cash
  (used in) operating activities:
  Depreciation and patent amortization                     275             346
  Amortization of premiums on securities                     3             107
  Deferred rent, net                                        75               -
Changes in operating assets and liabilties:
  Increase in other current assets                        (362)           (283)
    (Decrease) increase in accounts payable,
    accrued liabilities and accrued compensation          (535)            169
  Increase in deferred revenue                             880             790
-------------------------------------------------------------------------------
Net cash (used in) operating activities                 (7,626)         (3,751)

Investing activities:
  Proceeds from sale or maturity of investments              -           6,090
  Purchases of property and equipment                     (287)           (246)
-------------------------------------------------------------------------------
Net cash provided by investing activities                 (287)          5,844

Financing activities:
  Issuance of common stock                                 101              13
-------------------------------------------------------------------------------
Net cash provided by financing activities                  101              13
-------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents    (7,812)          2,106
Cash and cash equivalents at beginning of period        45,552           2,037
-------------------------------------------------------------------------------
Cash and cash equivalents at end of period            $ 37,740         $ 4,143
===============================================================================












                       See notes to financial statements.

                                        3


<PAGE>


                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2002


     Note 1 -- Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance  with  the  instructions  to  Form  10-Q  and  may  not  include  all
information  and  footnotes  required  for a  presentation  in  accordance  with
generally accepted  accounting  principles.  In the opinion of the management of
Synaptic Pharmaceutical Corporation (the "Company"),  these financial statements
include all normal and recurring  adjustments  necessary for a fair presentation
of the financial  position and the results of  operations  and cash flows of the
Company  for  the  interim  periods  presented.   For  more  complete  financial
information,  these financial  statements should be read in conjunction with the
audited  financial  statements  for the fiscal year ended December 31, 2001, and
notes  thereto  included in the Company's  2001 Annual Report on Form 10-K.  The
results of  operations  for the fiscal  quarter  ended March 31,  2002,  are not
necessarily  indicative of the results of operations to be expected for the full
year.

     Note 2 - Senior Redeemable Convertible Preferred Stock

     On August 3, 2001, the company sold to investors (the "purchasers"),  9,438
shares of Series B Preferred  Stock in a private  placement for  $9,438,000.  On
September  26, 2001,  the company sold 1,618 shares of Series B Preferred  Stock
and 29,944  shares of Series C Preferred  Stock for  $31,562,000.  Net proceeds,
after giving effect to placement fees and offering expenses,  were approximately
$37,745,000.  The purchasers were granted certain  subscription and registration
rights in connection with their acquisition of the Preferred Stock.

     The  Series B and Series C  Convertible  Preferred  Stock  (the  "Preferred
Stock") are two series of senior redeemable  convertible  preferred stock having
identical  terms,  except  that the  Series B  Preferred  Stock  has an  initial
conversion  price of  $4.3358  and the Series C  Preferred  Stock has an initial
conversion  price of $5.9713.  Each share of Preferred stock may be converted at
any time at the option of the holder  thereof  into a number of shares of common
stock  determined by dividing $1,000 by the conversion  price, as  appropriately
adjusted for any stock splits, stock dividends,  combinations or similar events.
All shares of Preferred Stock shall automatically be converted into common stock
upon the vote to so convert of holders of a majority of the Preferred Stock then
outstanding,  voting  together  as a  separate  class.  The  Preferred  Stock is
currently convertible into an aggregate of 7,564,584 shares of common stock.

     Holders of  Preferred  Stock are  entitled to receive  dividends  on a pari
passu  basis,  if and when  dividends  are declared on the common  stock,  in an
amount equal to the dividends that would have been payable had their shares been
converted to common stock immediately prior to the record date for the dividend.

     Upon any  liquidation  of the company,  each holder of  Preferred  Stock is
entitled to receive $1,000, plus declared but unpaid dividends, if any, for each
share held,  prior to the holders of any common stock or junior  preferred stock
receiving any assets of the company available for distribution.

     Holders of  Preferred  Stock,  voting  together  as a separate  class,  are
entitled to elect two members of the board of  directors,  as long as 60% of the
Preferred  Stock  issued  and  outstanding  as of  September  26,  2001  remains
outstanding.

     The holders of the  Preferred  Stock are entitled to vote together with the
holders of the common  stock on all matters  presented to our  stockholders  for
consideration,  except  that as long as the holders of the  Preferred  Stock are
entitled to vote as a separate class to elect members of the board of directors,
they will not be entitled  to vote for the  remaining  directors.  Each share of
Preferred  Stock has a number of votes  equal to the  number of shares of common
stock into which it may then be converted.

     The company may redeem all  outstanding  shares of  Preferred  Stock at any
time after  August 3, 2003,  provided  that the company can redeem  these shares
prior to August 3,  2009,  only if the market  price of the  common  stock is at
least 200% of the conversion price then in effect for any 20 consecutive trading
days ending  within 10 trading  days of the  redemption  date.  The company must
redeem all  outstanding  shares of  Preferred  Stock in two annual  installments
beginning on August 3, 2009. On any  redemption,  the  redemption  price will be
$1,000  per  share,  as  appropriately  adjusted  for any  stock  splits,  stock
dividends, combinations or similar events, plus declared but unpaid dividends.

     During 2001, the company  recorded an adjustment to net loss  applicable to
common stockholders of $4,226,000 relating to the beneficial  conversion feature
inherent  in the  issuances  of the Series B  Preferred  Stock.  This amount was
determined based upon the excess of the fair value of the company's common stock
into which the Series B Preferred  Stock was  immediately  convertible  less the
initial conversion price of $4.3358 per share in accordance with Emerging Issues
Task Force No. 98-5,  "Accounting  for  Convertible  Securities  with Beneficial
Conversion  Features or  Contingently  Adjustable  Conversion  Ratios."  For the
three-month  period ended March 31, 2002, the company  recorded an adjustment to
net loss applicable to common stockholders of approximately $66,000 representing
the  accretion of the Series B Preferred  Stock and Series C Preferred  Stock to
their respective redemption values.

























                                        5


<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
          of Operations

Overview

     Synaptic is a drug discovery company using G  protein-coupled  receptors as
the basis for  developing  new drugs  for the  treatment  of a variety  of human
disorders.

     We currently  collaborate  with Grunenthal GmbH  ("Grunenthal")  and Kissei
Pharmaceutical  Co.,  Ltd.  ("Kissei").  In  connection  with our  collaborative
arrangement with Grunenthal,  we have licensed some of our technology and patent
rights to them.  We have also  granted  licenses to some of our  technology  and
patent rights to other pharmaceutical companies.

     Since our inception,  we have financed our operations primarily through the
sale  of  our  stock,   through  contract  and  license  revenue  under  license
agreements,  and through  interest  income and capital gains  resulting from the
investment  of the  proceeds of our  financing  activities  pending use of these
funds for operational activities. We have also received funds through government
grants under the Small  Business  Innovative  Research  ("SBIR")  program of the
National  Institutes  of Health and through the sale of our New Jersey state tax
net operating loss ("NOL") carryforwards.

     To date, our  expenditures  have been for research and development  related
expenses, general and administrative related expenses, fixed asset purchases and
various patent  related  expenditures  incurred in protecting our  technologies.
Historically,  we have not been  profitable,  and at  March  31,  2002 we had an
accumulated deficit of $94,567,000.  We incurred net losses applicable to common
stockholders  of  $26,118,000,  $13,859,000 and $15,121,000 for the fiscal years
ended  2001,  2000 and  1999,  respectively.  We  expect  to  continue  to incur
operating losses for a number of years, and we will not become profitable unless
and until we receive  royalty  revenue or revenue from sales of drugs  developed
with the use of our technology or patent rights.

Critical Accounting Policies

     Our  financial  statements  are  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  that  require us to make
estimates  and  assumptions.  We  believe  that  of our  significant  accounting
policies, the following may involve a higher degree of judgment and complexity:

        Revenue

     Revenues  that  we  receive,  or  may  receive,  are  derived  from  either
multi-element  revenue  arrangements or from research  services that we perform.
Historically,  virtually  all  revenue  that has been  recorded  has been  under
multi-element revenue arrangements. Generally, revenue is realized or realizable
and  earned  when all of the  following  criteria  are met:  (1) an  arrangement
exists,  (2) services  have been  rendered,  (3) prices of services are fixed or
determinable and (4) collectibility is reasonably  assured. As the structures of
our  arrangements  are  unique  and  may  contain  several   different   revenue
components,  each is reviewed on a case-by-case  basis in order to determine the
appropriate amount and term over which to recognize revenues.

     Under these multi-element revenue arrangements,  we may receive one or more
of the following types of revenue:  license  revenue,  research funding revenue,
milestone revenue, royalty revenue and revenue derived from sales of drugs.

     License revenue represents  non-refundable payments for a license to one or
more of our patents  and/or a license to our  technology.  Payments for licenses
are recognized as they are received or, if earlier, when they become guaranteed,
provided they are independent of any continuing research activity on the related
project.  Otherwise, they are recognized pro-rata during the term of the related
research agreement in accordance with Staff Accounting Bulletin No. 101 "Revenue
Recognition in Financial Statements."

     Research  funding revenue includes payment to support a specified number of
Synaptic's  scientists.  Such revenue is  recognized  ratably over the period in
which the research is performed.

     Milestone revenue represents non-refundable payments for the achievement of
a specified  milestone  under either an existing  arrangement or under a license
that has been granted to one or more of our patents and/or our technology.  Such
payments typically  coincide with the achievement of a substantial  element in a
multi-element  arrangement  or measure  substantive  stages of  progress  toward
completion  under a long-term  contract.  The  recognition  of such  payments as
revenue  is  determined  based upon the  nature of the  underlying  arrangement.
Milestone  payments  received  under  contracts  where the company is performing
related ongoing research,  and which are deemed to have multi-element  financial
arrangements,  will be  recognized  as revenue  over the  remaining  life of the
contract. Milestone payments received under license agreements are recognized as
revenue  as they are  received  or, if  earlier,  when they  become  guaranteed,
provided they are independent of any research activity.

     Royalty revenue represents  payments that may be received from the sales of
drugs that may be developed  using the technology or the patent rights that have
been  licensed.  We are entitled to receive  royalty  payments under most of our
license agreements. To date, we have not received royalty payments and we do not
expect to receive such payments for a number of years, if at all.

     Revenue  derived from the sales of drugs would be recognized if the company
markets drugs.  The company may develop drugs on its own or in partnership  with
others.  As part of the  agreement  with  Grunenthal,  we have  development  and
marketing  rights in certain  geographical  areas with respect to any drugs that
are jointly identified under the agreement.  Accordingly, we may receive revenue
from  sales of drugs in our  designated  geographical  areas if we  market  them
independently,  or we may receive  royalty  payments if we license our marketing
rights to a third party. To date, we have not received revenue from the sales of
drugs and we do not expect to receive such revenues for a number of years, if at
all.

        Income Taxes

     We account for income taxes using the liability method.  Under this method,
deferred income tax assets and liabilities reflect tax carryforwards and the net
effects of  temporary  differences  between the  carrying  amounts of assets and
liabilities for financial reporting and income tax purposes, as determined under
currently  enacted  tax  rates.  Deferred  tax  assets  are  recorded  if future
realization is more likely than not.

     Deferred  taxes are recorded  primarily for Federal and state net operating
loss   carryforwards,   research  and  development   credit   carryforwards  and
depreciation  and  amortization,  which are  reported in  different  periods for
Federal  income tax purposes than for financial  reporting  purposes.  Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amounts expected to be realized.

     At December 31, 2001, we had approximately $29,625,000 of Federal and state
net operating  loss  carryforwards  and  approximately  $1,610,000  research and
development  credit  carryforwards.  We have a history of  operating  losses and
expect these losses to increase as a result of our  strategy of  increasing  our
internal drug development efforts.  These losses would remain available to us on
a carryforward basis to offset any future earnings; however, deferred tax assets
attributable to these net operating losses have been fully offset by a valuation
allowance in the financial statements, as their future realization is uncertain.

Research and Development

     We perform research for ourselves and for our current collaborators, Kissei
and  Grunenthal.  As this research  progresses,  we designate  some projects for
preclinical  and  clinical  development.  Until a lead  compound  is chosen  for
development,  all costs  associated  with that  compound  are  considered  to be
research  expense.  Costs incurred  during the research phase are not separately
identifiable by project. At this preliminary or investigational  stage, research
is  performed  within  a  broad  family  of  receptors  with  the  objective  of
identifying  lead  compounds.  Once  a  lead  compound  enters  the  preclinical
development  stage,  costs are accumulated for each project associated with that
compound.  Currently, the only project for which a lead compound has been chosen
is the  company's  depression  program.  The lead  compound in this  program was
selected  during the second  quarter of 2000.  Costs  incurred on the depression
program for the three-month and  inception-to-date  periods ended March 31, 2002
approximated $1,744,000 and $4,294,000,  respectively.  Total research costs for
the three-month period ended March 31, 2002 amounted to $6,433,000.

     In general,  from the time a lead  compound is chosen  until that  compound
reaches the market,  many years may elapse.  During this time, the compound must
undergo clinical trials that include Phase I, Phase II and Phase III trials, the
results  of which are  subject to review and  approval  by the U.S.  Food & Drug
Administration  and other  regulatory  agencies.  Successful  completion of each
trial  carries its own set of risks and may cost many  millions  of dollars.  At
this stage of Phase I clinical development of the depression program, completion
costs and dates cannot be estimated.

Net Loss Applicable to Common Stockholders

     During the third  quarter of 2001,  we sold  shares of two series of senior
redeemable  convertible preferred stock the Series B Convertible Preferred Stock
and Series C Convertible  Preferred  Stock,  in a private equity  placement.  In
connection  with  these  issuances,  we  recorded  an  adjustment  to  net  loss
applicable  to common  stockholders  for the year  ended  December  31,  2001 of
approximately  $4,226,000 relating to the beneficial conversion feature inherent
in the issuances of the Series B Convertible  Preferred  Stock.  This amount was
determined based upon the excess of the fair value of the company's common stock
into which the Series B Convertible Preferred Stock was immediately  convertible
less the  initial  conversion  price of  $4.3358  per share in  accordance  with
Emerging Issues Task Force No. 98-5 "Accounting for Convertible  Securities with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios."
For the  three-month  period ended March 31, 2002,  we recorded an adjustment to
net loss applicable to common stockholders of approximately $66,000 representing
the accretion of the Series B and Series C Convertible  Preferred Stock to their
respective redemption values.


Results of Operations

Comparison of the Three Months Ended March 31, 2002 and 2001

     Revenues.  We  recognized  revenue of $293,000  and  $370,000 for the three
months ended March 31, 2002 and 2001,  respectively.  The decrease in revenue of
$77,000 resulted resulted  primarily from a decrease in license revenue recorded
under on of our collaborative agreements.

     Research and  Development  Expenses.  We incurred  research and development
expenses of $6,433,000, and $4,013,000 for the three months ended March 31, 2002
and 2001,  respectively.  The increase of $2,420,000,  or 60%, was  attributable
primarily to increases in clinical and  preclinical  testing  costs and research
salaries resulting from a net increase in headcount.

     General and Administrative Expenses. We incurred general and administrative
expenses of $2,212,000  and $1,790,000 for the three months ended March 31, 2002
and 2001,  respectively.  The  increase of $422,000,  or 24%,  was  attributable
primarily  to  increases  in patent  expenses  and  accrued  severance  costs in
accordance  with the terms of the  separation  agreement  entered  into with our
president and chief executive officer.

     Other  Income,  Net. We recorded  other income of $332,000 and $553,000 for
the three  months ended March 31, 2002 and 2001,  respectively.  The decrease of
$221,000 was primarily due a decrease in interest  income related to lower cash,
cash  equivalent and marketable  securities  balances during 2002 as a result of
the  utilization  of these  resources to fund the  Company's  operations  and an
overall reduction in interest rates.

     Income tax benefit.  During the quarter ended March 31, 2002, we recorded a
$58,000  income tax  benefit  related to the sale of a portion of our New Jersey
state net operating loss carryforwards.

     Net loss  applicable  to common  stockholders.  Our net loss  applicable to
common  stockholders was $8,028,000 ($0.73 per share), and $4,880,000 ($0.45 per
share) for the three  months  ended March 31, 2002 and 2001,  respectively.  The
increase in net loss per share of $0.28 resulted  primarily from higher expenses
and lower  revenues  and  other  income  during  the  first  quarter  of 2002 as
described above.

     Operating Trends.  Our revenues may vary from period to period depending on
numerous  factors,   including  the  timing  of  revenue  earned  under  license
agreements  and revenue  that may be earned under  future  collaborative  and/or
license  agreements.  During 2001 and for the three month period ended March 31,
2002, we recognized  revenue  under our research and  licensing  agreement  with
Kissei  Pharmaceutical  Co.,  Ltd.  and will  continue to  recognize  additional
revenues under this agreement  during the remainder of 2002.  Under the terms of
some  of our  license  agreements,  revenues  may  be  recognized  if  specified
milestones  are achieved.  We continue to assess the  opportunity  for obtaining
additional  funding  under  new  collaborative  and/or  license  agreements.  We
continue  to monitor our  spending  level in order to ensure that we have enough
cash to last at least through the second quarter of 2003.

     Since  late  2000,  we  have  been  pursuing  a new  business  strategy  of
increasing our internal drug development efforts.  This new strategy requires us
to hire  additional  employees  with  drug  development  expertise  and to incur
additional  preclinical  expenses as well as expenses  associated  with clinical
trials.

     Legal  expenses are expected to continue to be a  significant  expense as a
result of a suit filed by the company.  See "Legal Proceedings" in PART II, Item
1.

     Other  income,  net is  expected to  decrease  during 2002  because of less
favorable  short-term  interest rates. This decrease will,  however, be somewhat
mitigated by an increase in rental income that we expect to recognize  under our
existing sublease agreements.

     We are pursuing  further sales of our state tax NOL  carryforwards  and our
state  research  and  development  credits  under  the  State  of  New  Jersey's
Technology  Business  Tax  Certificate  Transfer  Program  (the  "Program").  No
assurance can be given,  however, as to the amount of NOL carryforwards that may
be sold under the  Program in any one year.  External  factors  that may have an
effect  on  future  NOL  sales  include  limitations  imposed  by State  law and
availability of buyers and related demand.

     Property and equipment spending may vary from period to period depending on
numerous factors, including the level of drug development efforts, the number of
collaborations  in which we are involved at any given time, and  replacement due
to normal  wear and  obsolescence.  Equipment  spending  in 2002 is  expected to
increase from that of 2001.

     At March 31, 2002, we held  marketable  securities  with an estimated  fair
value of $4,057,000.  Our primary interest rate exposure results from changes in
short-term interest rates. We do not purchase financial  instruments for trading
or speculative purposes. All of the marketable securities we hold are classified
as available-for-sale securities. The following table provides information about
marketable securities that we held at March 31, 2002:

          Principal Amount and Weighted Average Stated Rate by    Estimated Fair
                           Expected Maturity                         Value
-------------------------------------------------------------      ------------
            (000's)         2002        2003          Total            (000's)
------------------------ ----------- ------------ -----------      ------------
Principal                $2,500      $1,500       $4,000               $4,057
Weighted Average
 Stated Rates             6.50%       6.20%        6.39%                  --
------------------------ ----------- ------------ -----------      ------------

     The  stated  rates  of  interest  expressed  in the  above  table  may  not
approximate  the actual yield of the securities  that Synaptic  currently  holds
since we have  purchased  some  marketable  securities at other than face value.
Additionally,  the  securities  represented  in the above table may be called or
redeemed,  at the option of the issuer,  prior to their  expected due dates.  If
early redemptions  occur, we may reinvest the proceeds realized on such calls or
redemptions  in  marketable  securities  with stated rates of interest or yields
that are lower  than those of  current  holdings,  affecting  both  future  cash
interest streams and future earnings.

     In addition to investments in marketable  securities,  we place some of our
cash in money  market funds in order to keep cash  available to fund  operations
and to hold cash pending investments in marketable  securities.  Fluctuations in
short term interest rates will affect the yield on monies invested in such money
market  funds.  Such  fluctuations  can have an impact on future  cash  interest
streams  and  future  earnings,  but the  impact  of such  fluctuations  are not
expected to be material.

     We do not believe that  inflation has had a material  impact on our results
of operations.

Liquidity and Capital Resources

     At March 31,  2002 and  December  31,  2001,  cash,  cash  equivalents  and
marketable securities aggregated $41,797,000 and $49,650,000, respectively. This
decrease was primarily the result of the  utilization of these resources to fund
our  operations.   We  intend  to  utilize  our  cash  primarily  for  research,
preclinical and clinical development costs, for patent related expenditures, for
general corporate purposes, for leasehold improvements to our facilities and for
the purchase of property and equipment. We expect to continue to incur operating
losses  for a number of years.  We  believe  that  cash,  cash  equivalents  and
marketable  securities  on hand,  and cash  that we expect  to  receive  through
existing  license  arrangements  and interest  payments on investments,  will be
sufficient  to fund  operations,  as well as to  support  our  share of  certain
development costs under the Grunenthal  Agreement,  if any, at least through the
second quarter of 2003.

     To date, we have met our cash  requirements  through the sale of our stock,
through  contract  and  license  revenue,  through  interest  income  and  gains
resulting  from our  investments,  through  SBIR  grants  and  through  sales of
portions  of  our  state  research  and   development   credits  and  state  NOL
carryforwards.

     As of  December  31,  2001,  we  had  NOL  carryforwards  of  approximately
$76,000,000 for Federal income tax purposes that will expire  principally in the
years 2002 through 2021. In addition,  we had Federal  research and  development
credit carryforwards of approximately $1,610,000 that will expire principally in
2002  through  2018.  Also at December  31, 2001,  we had NOL  carryforwards  of
approximately  $61,000,000  for state income tax purposes and state research and
development credit carryforwards of $311,000.  For financial reporting purposes,
a valuation  allowance  has been  recognized  to offset the  deferred tax assets
related to these carryforwards.

     We lease laboratory and office  facilities  under an agreement  expiring on
December  31,  2015.  The minimum  annual  payment  under the lease is currently
$1,835,000.  The lease  provides for fixed  escalations  in rent payments in the
years 2005 and 2010.


<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Quantitative and qualitative  disclosures about market risk (i.e., interest
rate risk) are included in Item 2 of this Report.












































                                       10
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     On June 5, 2000, we filed suit in the United States  District Court for the
District of New Jersey against M.D.S. Panlabs,  Inc., a Washington  corporation,
and Panlabs Taiwan Ltd., a Taiwanese corporation (collectively,  "Panlabs"). The
suit alleges that Panlabs has  infringed  several  issued U.S.  Patents owned by
Synaptic that relate to cloned human  receptors and their use in binding assays.
The suit also alleges that Panlabs has been  importing,  selling and offering to
sell  products  of  our  patented  binding  assay  processes  to  pharmaceutical
companies and others in the United States, particularly in New Jersey.

     On December 14, 2001, we filed a suit in the United States  District  Court
for the District of New Jersey against  Euroscreen,  S.A., a Belgian corporation
("Euroscreen").  The suit alleges that Euroscreen has infringed  numerous issued
U.S.  Patents owned by us, which relate to cloned human  receptors and their use
in binding assays. The suit alleges that Euroscreen has been importing,  selling
and  offering to sell  products  of our  patented  binding  assay  processes  to
pharmaceutical  companies and others in the United States,  particularly  in New
Jersey, and that Euroscreen has conspired with Panlabs to infringe our patents.

     The suits seek injunctions against the infringing  activities of Euroscreen
and Panlabs,  damages,  the destruction of data obtained by the  infringement of
patents and other relief.

     We believe  that our  complaint  against  Panlabs  and  Euroscreen  is well
founded and necessary to protect the value of our intellectual property assets.

     An  adverse  resolution  of the above  matters  would  not have a  material
adverse effect on our business.






















                                       11


<PAGE>



Item 6.  Exhibits and Reports on Form 8-K


(a)       Exhibits

         None

(b)      Reports on Form 8-K

         None
















--------------------
Safe Harbor Statement

     This Report on Form 10-Q 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,  but are not limited
to, those relating to future cash and spending plans, amounts of future research
funding,  and any other statements  regarding future growth,  future cash needs,
future  operations,   business  plans  and  financial  results,  and  any  other
statements which are not historical facts. When used in this document, the words
"expects," "may,"  "believes," and similar  expressions are intended to be among
the words that identify  forward-looking  statements.  Such  statements  involve
risks  and  uncertainties,  including,  but not  limited  to,  those  risks  and
uncertainties  detailed  in the  company's  Annual  Report  on Form 10-K for the
fiscal year ended December 31, 2001 (the "2001 Form 10-K"),  including in Item 1
of the 2001 Form 10-K under the captions  "Patents,  Proprietary  Technology and
Trade  Secrets,"  "Competition"  and  "Government  Regulation" as well as in the
section  entitled  "Risk  Factors" or detailed  from time to time in filings the
company makes with the SEC.  Should one or more of these risks or  uncertainties
materialize,  or should underlying assumptions prove incorrect,  actual outcomes
may vary materially from those indicated. 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.




                                       12

<PAGE>



                                 SIGNATURE PAGE


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                              SYNAPTIC PHARMACEUTICAL CORPORATION

Date: May 13, 2002            By:   /s/ Kathleen P. Mullinix
                                    ---------------------------------
                              Name: Kathleen P. Mullinix
                              Title: President and Chief Executive Officer



                              By:   /s/ Edmund M. Caviasco
                                    ---------------------------------
                              Name: Edmund M. Caviasco
                              Title: Controller (Principal Accounting Officer)































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