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 September 30, 1999

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

                                 (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  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 November 1, 1999, there were 10,757,661 shares of the registrant's  Common
Stock outstanding.


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION

 INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,1999


                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                         ----
Item 1. Financial Statements                                               1

Balance Sheets at September 30, 1999 and December 31, 1998                 1

Statements of Operations and Comprehensive Income (Loss) for
  the three months ended September 30, 1999 and 1998, and for the
  nine months ended September 30, 1999 and 1998                            2

Statements of Cash Flows for the nine months ended
 September 30, 1999 and 1998                                               3

Note 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 6. Exhibits and Reports on Form 8-K                                  11

Signatures                                                                12





























                                      (i)


<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                     ASSETS

                                                    September 30, December 31,
                                                          1999        1998
                                                      ----------  -----------
                                                      (Unaudited)   (Audited)
Current assets:
 Cash and cash equivalents                               $ 8,768      $16,590
 Restricted cash                                              --          600
 Marketable securities--current maturities                 6,400        7,133
 Other current assets                                        942        1,064
                                                          -------      -------
  Total current assets                                    16,110       25,387

Property and equipment, net                                5,379        5,733

Marketable securities                                     30,324       32,655

Patent and patent application costs,
  net of accumulated amortization                            667          921
                                                         -------      -------
                                                         $52,480      $64,696
                                                         =======      =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                        $   477      $   966
 Accrued liabilities                                         332          645
 Accrued compensation                                        315          326
 Unearned revenue under research agreement                    --           83
                                                         -------      -------
  Total current liabilities                                1,124        2,020

Deferred rent obligation                                     164           --

Stockholders' equity:
 Preferred Stock, $.01 par value; authorized--
  1,000,000 shares; issued--none                              --           --
 Common Stock, $.01 par value; authorized--
  25,000,000 shares; issued and outstanding--
  10,743,161 shares in 1999 and 10,711,374 shares
  in 1998;                                                   107          107
 Additional paid-in capital                               98,689       98,516
 Accumulated other comprehensive income--
  net unrealized  losses on securities                      (514)         (77)
 Deferred compensation                                       (15)         (61)
 Accumulated deficit                                     (47,075)     (35,809)
                                                         -------      -------
  Total stockholders' equity                              51,192       62,676
                                                         -------      -------
                                                         $52,480      $64,696
                                                         =======      =======

                        See note 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       For the nine months
                              ended September 30,        ended September 30,
                               1999         1998         1999         1998
                             -------      -------      -------      -------
Revenues:
 Contract revenue            $   314      $ 1,598      $ 1,801      $ 5,911
 License revenue                  --           --           --        2,000
 Grant revenue                    --           --           --          150
                             -------      -------      -------      -------
  Total revenues                 314        1,598        1,801        8,061

Expenses:
 Research and development      3,614        3,908       11,414       11,420
 General and administrative    1,209        1,015        3,707        3,183
                             -------      -------      -------      -------
  Total expenses               4,823        4,923       15,121       14,603
                             -------      -------      -------      -------
Loss from operations          (4,509)      (3,325)     (13,320)      (6,542)

Other income, net:
 Interest income                 622          849        2,052        2,720
 Gain on sale of securities       --           --            2           --
                             -------      -------      -------      -------
  Other income, net              622          849        2,054        2,720
                             -------      -------      -------      -------
Net loss                     $(3,887)     $(2,476)    $(11,266)     $(3,822)
                             =======      =======      =======      =======


Comprehensive loss:

Net loss                     $(3,887)     $(2,476)    $(11,266)     $(3,822)

Unrealized gains (losses)
 arising during period            48          189         (425)         213

Less: Reclassification
 adjustment for gains
 included in net income           --           --          (12)          --
                             -------      -------      -------      -------
Comprehensive loss           $(3,839)     $(2,287)    $(11,703)     $(3,609)
                             =======      =======      =======      =======


Basic and diluted net loss
 per share                    $(0.36)      $(0.23)      $(1.05)      $(0.36)
                              ======       ======       ======       ======
Shares used in
 computation of basic
 and diluted net loss
 per share                10,743,161   10,698,692   10,737,861   10,678,768
                          ==========    =========   ==========    =========



                        See note to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                        For the nine months
                                                        ended September 30,
                                                        1999          1998
                                                       -------      -------
Operating activities:

Net loss                                              $(11,266)     $(3,822)
Adjustments to reconcile net loss to net
 cash used in operating activities:
Deferred rent obligation                                   164           --
Depreciation and amortization                            1,201        1,070
Amortization of premiums/(discounts) on securities         354          138
Amortization of deferred compensation                       46           60
Gain on sale of securities                                  (2)          --
Loss on sale of fixed asset                                113           --
Changes in operating assets and liabilities:
Decrease (increase) in other current assets                722         (514)
(Decrease) increase in accounts payable,
  accrued liabilities and
  accrued compensation                                    (813)         299
(Increase) in collaborative agreement
  revenue receivable                                        --         (120)
(Decrease) in deferred revenue                             (83)          --
                                                       -------      -------
Net cash used in operating activities                   (9,564)      (2,889)


Investing activities:

Sale or maturity of investments                         18,624       42,000
Purchase of investments                                (16,349)     (48,351)
Purchases of property and equipment                       (706)      (1,487)
                                                       -------      -------
Net cash provided by (used in) investing activities      1,569       (7,838)


Financing activities:

Issuance of common stock, net of repurchases               173        1,379
                                                       -------      -------
Net cash provided by financing activities                  173        1,379
                                                       -------      -------

Net decrease in cash and cash equivalents               (7,822)      (9,348)


Cash and cash equivalents at beginning of period        16,590       23,113
                                                       -------      -------

Cash and cash equivalents at end of period             $ 8,768      $13,765
                                                       =======      =======







                        See note to financial statements.

                                        3


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTE TO FINANCIAL STATEMENTS
                               September 30, 1999


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, 1998, and
notes  thereto  included in the Company's  1998 Annual Report on Form 10-K.  The
results of operations for the fiscal  quarter ended  September 30, 1999, are not
necessarily  indicative of the results of operations to be expected for the full
year.












































                                        4


<PAGE>



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

Overview

         Synaptic Pharmaceutical  Corporation is a biotechnology company engaged
in the  development  of a broad platform of enabling  technology  which it calls
"human  receptor-targeted drug design technology." The Company is utilizing this
technology to discover and clone the genes that code for human receptor subtypes
that  may  be  associated   with  specific   disorders.   The  Company  and  its
collaborative  partner  and other  licensees  are in turn  utilizing  the cloned
receptor genes to design  compounds  that can  potentially be developed as drugs
for treating these disorders.

         The  Company  is   currently   collaborating   with   Grunenthal   GmbH
("Grunenthal").  Concurrently  with  the  establishment  of  this  collaborative
arrangement,  the  Company  granted a license to certain of its  technology  and
patent rights to Grunenthal.

         In  addition  to its  ongoing  collaborative  arrangement,  four  other
pharmaceutical  companies,  Eli Lilly and Company  ("Lilly"),  Merck & Co., Inc.
("Merck"),  Novartis Pharma AG ("Novartis"),  and Glaxo Group Limited ("Glaxo"),
have  licenses to certain of the Company's  technology  and patent  rights.  The
Lilly,   Merck  and  Novartis  licenses  were  granted   concurrently  with  the
establishment of collaborative arrangements with such companies. While the Lilly
collaboration,  the Merck collaboration and the Novartis  collaboration ended in
July 1999, February 1999 and August 1998, respectively,  the associated licenses
continue  for  the  respective   periods  provided  in  these  agreements.   For
convenience of reference, the agreements pursuant to which the licenses referred
to in this paragraph and the preceding  paragraph were granted are  collectively
referred to as the "License Agreements."

         Since  inception,  the Company has  financed its  operations  primarily
through  the sale of its stock,  through  contract  and  license  revenue  under
certain of its License Agreements, and through interest income and capital gains
resulting  from its  investments.  The Company also has received  revenues  from
government grants under the Small Business  Innovative Research ("SBIR") program
of the National Institutes of Health.

         To  date,  the  Company's  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
the Company's technologies.  The Company has been historically  unprofitable and
had an  accumulated  deficit of  $47,075,000  at September 30, 1999. The Company
expects to continue to incur operating  losses for a number of years and may not
become  profitable,  if at all, unless and until it receives  royalty revenue or
revenue from sales of drugs that may be developed with the use of its technology
or its patent rights.

Results of Operations

Comparison of the Three Months Ended September 30, 1999 and 1998

         Revenues. The Company recognized revenue of $314,000 and $1,598,000 for
the three months ended September 30, 1999 and 1998,  respectively.  The decrease
of $1,284,000 was attributable to a decrease in contract revenue  resulting from
the   contractual   termination   of  three  of  the   Company's   collaborative
arrangements.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $3,614,000,  and $3,908,000 for the three months ended
September 30, 1999 and 1998,  respectively.  The decrease of $294,000, or 8%, in
research and development expenses was attributable  primarily to: a reduction in
salary  costs due to a net  decrease in  headcount,  as well as a  reduction  in
supply costs,  both of which were partially offset by increased rent expense for
facilities resulting from previously contracted increases in square footage.

                                        5


<PAGE>



         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $1,209,000 and $1,015,000 for the three months ended
September 30, 1999 and 1998, respectively. The increase of $194,000, or 19%, was
attributable  primarily to an increase in rent expense resulting from previously
contracted increases in square footage.

         Other Income,  Net. The Company  recorded  other income of $622,000 and
$849,000 for the three months ended  September 30, 1999 and 1998,  respectively.
The  decrease  of  $227,000  was  primarily  due to  lower  average  cash,  cash
equivalent and marketable  securities  balances during the third quarter of 1999
as compared with the same period in the prior year.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $3,887,000 ($0.36 per share),  and $2,476,000 ($0.23
per share) for the three months ended September 30, 1999 and 1998, respectively.
The  increase  in net loss per  share of $0.13  resulted  primarily  from  lower
revenues and other income during the third quarter of 1999 as described above.

Comparison of the Nine Months Ended September 30, 1999 and 1998

         Revenues.  The Company  recognized revenue of $1,801,000 and $8,061,000
for the nine  months  ended  September  30,  1999 and  1998,  respectively.  The
decrease of  $6,260,000  was  attributable  primarily to: the receipt in 1998 of
$2,000,000 of non-recurring  license revenue; and a decrease in contract revenue
of  $4,110,000  resulting  from  the  contractual  termination  of  three of the
Company's collaborative arrangements.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of $11,414,000,  and $11,420,000 for the nine months ended
September  30,  1999 and 1998,  respectively.  This  decrease  was  attributable
primarily to a reduction  in salary  costs due to a net  decrease in  headcount,
which were  substantially  offset by an increase in rent expense  resulting from
previously contracted increases in square footage.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $3,707,000  and $3,183,000 for the nine months ended
September 30, 1999 and 1998, respectively. The increase of $524,000, or 16%, was
attributable  primarily to an increase in rent expense resulting from previously
contracted increases in square footage as well as an increase in salary expense.

         Other Income,  Net. The Company recorded other income of $2,054,000 and
$2,720,000 for the nine months ended September 30, 1999 and 1998,  respectively.
The decrease of $666,000 was primarily due to lower cash,  cash  equivalent  and
marketable  securities  balances  during 1999 as a result of the  utilization of
these resources to fund the Company's operations and capital expenditures.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $11,266,000 ($1.05 per share), and $3,822,000 ($0.36
per share) for the six months ended  September 30, 1999 and 1998,  respectively.
The  increase  in net loss per  share of $0.69  resulted  primarily  from  lower
revenues  and other  income and higher  expenses  during the nine  months  ended
September 30, 1999 as described above.

Operating Trends

         Revenues may vary from period to period  depending on numerous  factors
including the timing of revenue earned under the License  Agreements and revenue
that may be earned under future collaborative  and/or license agreements.  Under
the terms of certain of the License  Agreements,  additional  revenues  would be
recognized  if certain  milestones  are  achieved.  During the nine months ended
September  30,  1999,  the Company  recognized  an aggregate  of  $1,801,000  in
revenue. The Company does not expect additional revenue to be recorded under any
of the License  Agreements  for the remainder of 1999.  Management  continues to
assess the opportunity for obtaining  additional funding under new collaborative
and/or license

                                        6


<PAGE>



agreements as well as obtaining financing through equity transactions. Operating
expenses for the third  quarter of 1999 declined when compared with those of the
same  period in 1998 and the  Company  expects  this trend to  continue  for the
remainder of 1999. The Company  continues to monitor its spending level in order
to insure that it has enough cash to last through the year 2001.

         Other  income,  net is expected to decline in 1999 and 2000 as existing
funds are utilized to fund the Company's operations.

         Property and  equipment  spending in 1999 is expected to decrease  from
that of  1998 as the  Company  completes  the  conversion  of a  portion  of its
underutilized space into laboratory space.

         At September 30, 1999, the Company held  marketable  securities with an
estimated  fair  value of  $36,724,000.  The  Company's  primary  interest  rate
exposure results from changes in short-term interest rates. The Company does not
purchase financial instruments for trading or speculative  purposes.  All of the
marketable  securities held by the Company are classified as  available-for-sale
securities. The following table provides information about marketable securities
held by the Company at September 30, 1999:
                                                                     Estimated
       Principal Amount and Weighted Average Stated Rate                Fair
                   by Expected Maturity                                Value
-------------------------------------------------------------        ---------
(000's)      1999    2000    2001     2002     2003    Total          (000's)
-------------------------------------------------------------        ---------
Principal    $415   $6,487  $20,440  $2,500   $6,500  $36,342         $36,724

Weighted
 Average
 Stated
 Rates       6.75%   6.39%   7.91%    6.50%    5.77%    7.14%             --
-------------------------------------------------------------        ---------

         The  stated  rates of  interest  expressed  in the above  table may not
approximate the actual yield of the securities which the Company currently holds
since the Company has purchased some of its marketable  securities at other than
face value. Additionally,  some of 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 such early  redemptions  occur,  the  Company  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, the Company places
some of its 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 of the Company,  but the impact
of such fluctuations are not expected to be material.

         Management  believes  that  it has  remedied  all  of  its  significant
information  technology  and  non-information  technology  systems  that  may be
affected  by  the  year  2000  issue.  Management  has  made  inquiries  of  its
significant vendors as to their readiness for the year 2000 issue. The Company's
significant  vendors  have  represented  to the  Company  that  there  is a high
probability that the year 2000 issue will not cause a significant  disruption to
the delivery of goods and services  after 1999.  However,  the Company  gives no
assurance  as to whether or not this will be the case.  To date the  Company has
spent less than  $50,000 to remedy  systems  that may have been  affected by the
year 2000 issue and does not expect future expenses,  if any, to be material. If
it turns out that some of the Company's  systems or its vendors' systems are not
year 2000 compliant, management believes

                                        7


<PAGE>



the most likely worst case scenario would be temporary  reduction in the current
level of productivity.  The Company's contingency plan includes,  but may not be
limited to, manual  workarounds and a temporary increase in the current staffing
level.

         The Company does not believe that  inflation has had a material  impact
on its results of operations.

Liquidity and Capital Resources

         At September 30, 1999 and December 31, 1998, cash, cash equivalents and
marketable securities aggregated $45,492,000 and $56,378,000, respectively. This
decrease  was a  result  of the  utilization  of  these  resources  to fund  the
Company's operations.

         To date, the Company has met its cash requirements  through the sale of
its stock, through contract and license revenue, through SBIR grants and through
interest  income  and  gains  resulting  from its  investments.  If the  current
biotechnology  financing  environment  remains  unfavorable,  raising additional
capital may be difficult.

         At  September  30,  1999,  the Company had  invested  an  aggregate  of
$11,180,000 in property and equipment.

         The Company leases  laboratory and office facilities under an agreement
expiring on December 31, 2015.  The minimum  annual  payment  under the lease is
currently $1,530,000.  The lease provides for fixed escalations in rent payments
in the years 2005 and 2010.

         At  September  30,  1999,  the Company had  $45,492,000  in cash,  cash
equivalents and marketable securities.  The Company currently intends to utilize
these funds  primarily to conduct certain of its research  programs,  for patent
related  expenditures,   for  general  corporate  purposes,  to  make  leasehold
improvements  to its  facilities  and to purchase  property and  equipment.  The
Company expects to continue to incur operating losses for a number of years. The
Company  believes  that its cash on hand and cash  that it  expects  to  receive
through  interest  payments on its  investments,  will be sufficient to fund its
operations,  as well as the Company's share of certain  development  costs under
the Grunenthal Agreement, through the year 2001.

         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, 1998 (the "1998 Form 10-K"),  including in Item 1
of the 1998 Form 10-K under the captions  "Patents,  Proprietary  Technology and
Trade  Secrets,"  "Competition"  and  "Government  Regulation" as well as in the
section entitled  "Disclosure  Regarding  Forward-Looking  Statements" 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" 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

                                        8


<PAGE>



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.



























































                                        9


<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>



Item 6.  Exhibits and Reports on Form 8-K


(a) Exhibits

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

27                Financial Data Schedule


(b)               Reports on Form 8-K



On September 14, 1999,  the Company  filed a Current  Report on Form 8-K stating
that it had issued a press release  announcing that Merck had  discontinued  the
commercial  development of a compound for the oral treatment of benign prostatic
hyperplasia  which had been  identified as part of the  Company's  collaboration
with Merck.












































                                       11


<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
                                        (Registrant)



Date: November 8, 1999        By:/s/ Kathleen P. Mullinix
                                 -----------------------------
                              Name:  Kathleen P. Mullinix
                              Title: Chairman, President &
                                      Chief Executive Officer



                              By:/s/ Robert L. Spence
                                 -----------------------------
                              Name:  Robert L. Spence
                              Title: Senior Vice President,
                                      Chief Financial Officer & Treasurer







































                                       12