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, 1997

                                       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 5, 1997, there were 10,525,585 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 30,1997


                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                         ----
Item  1. Financial Statements                                              1

Balance Sheets at September 30, 1997 and December 31, 1996                 1

Statements of Operations for the three months ended
 September 30, 1997 and 1996, and for the nine months ended
 September 30, 1997 and 1996                                               2

Statements of Cash Flows for the nine months ended
 September 30, 1997 and 1996                                               3

Notes to Financial Statements                                              4

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



                           PART II. OTHER INFORMATION


Item 2. Changes in Securities and Use of Proceeds                          9

Item 6. Exhibits and Reports on Form 8-K                                  10

Signatures                                                                11


















                                       (i)


<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1. Financial Statements

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

                                                      ASSETS
                                                   September 30,  December 31,
                                                        1997           1996
                                                   ------------   -----------
                                                    (Unaudited)    (Audited)
Current assets:
Cash and cash equivalents                               $ 4,599       $ 4,589
Restricted cash                                             712            --
Marketable securities--current maturities                18,025        21,418
Revenue receivable under collaborative agreement             77           192
Restricted security                                          --           712
Other current assets                                        702           458
                                                        -------       -------
Total current assets                                     24,115        27,369

Property and equipment, net                               4,135         2,664

Marketable securities                                     8,285         8,677

Patent and patent application costs,
  net of accumulated amortization                         1,391         1,645
                                                        -------       -------
                                                        $37,926       $40,355
                                                        =======       =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of capital lease obligations            $    32       $   106
Accounts payable                                            415           639
Accrued liabilities                                         568           189
Accrued compensation                                        306           380
Deferred revenue                                          1,137            --
                                                        -------       -------
Total current liabilities                                 2,458         1,314

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--7,649,997
  shares in 1997 and 7,633,543 shares in 1996                76            76
Additional paid-in capital                               63,249        63,231
Net unrealized gains (losses) on securities                  29            (1)
Deferred compensation                                      (188)         (296)
Accumulated deficit                                     (27,698)      (23,969)
                                                        -------       -------
Total stockholders' equity                               35,468        39,041
                                                        -------       -------
                                                        $37,926       $40,355
                                                        =======       =======



                       See notes to financial statements.


                                        1


<PAGE>




                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF OPERATIONS
             (in thousands, except share and per share information)
                                   (Unaudited)




                              For the three months      For the nine months
                               ended September 30,       ended September 30,
                               1997          1996        1997          1996
                              -------      -------      -------      -------
Revenues:

Contract revenue              $ 2,267      $ 1,711      $ 7,577      $ 5,133
License Revenue                    --        2,000           --        2,000
Grant revenue                     140          258          382          398
                              -------      -------      -------      -------
Total revenues                  2,407        3,969        7,959        7,531

Expenses:

Research and development        3,529        3,008       10,220        8,492
General and administrative        998          714        2,920        2,078
                              -------      -------      -------      -------
Total expenses                  4,527        3,722       13,140       10,570
                              -------      -------      -------      -------
(Loss) income from
  operations                   (2,120)         247       (5,181)      (3,039)

Other income, net:

Interest income                   487          487        1,457        1,413
Interest expense                   (1)          (5)          (5)         (16)
Gain on sale of securities         --           --           --          212
                              -------      -------      -------      -------
Other income, net                 486          482        1,452        1,609
                              -------      -------      -------      -------
Net (loss) income             $(1,634)     $   729      $(3,729)     $(1,430)
                              =======      =======      =======      =======


Net (loss) income per share    $(0.21)       $0.09       $(0.49)      $(0.19)
                               ======       ======       ======       ======


Shares used in computation
  of net (loss) income
  per share                 7,648,249    7,912,061    7,643,081    7,559,352
                            =========    =========    =========    =========













                       See notes to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                        For the nine months
                                                         ended September 30,
                                                        1997          1996
                                                       -------      -------
Operating activities:

Net loss                                               $(3,729)     $(1,430)
Adjustments to reconcile net loss to net cash
 used in operating activities:
Depreciation and amortization                              897          716
Amortization of (discounts)/ premiums on securities        (95)         (10)
Amortization of deferred compensation                       97          142
Gain on sale of securities                                  --         (212)
Changes in operating assets and liabilities:
(Increase) in other current assets                        (956)        (343)
Increase (decrease) in accounts payable, accrued
  liabilities and accrued compensation                      82         (281)
Decrease (increase) in collaborative agreement
  revenue receivable                                       115       (1,871)
Increase (decrease) in deferred revenue                  1,137         (562)
                                                       -------      -------
Net cash used in operating activities                   (2,452)      (3,851)


Investing activities:

Sale or maturity of investments                         17,150        8,210
Purchase of investments                                (12,527)     (32,239)
Purchases of property and equipment                     (2,116)        (638)
Increase in patent and patent application costs             --         (509)
                                                       -------      -------
Net cash provided by (used in) investing activities      2,507      (25,176)


Financing activities:

Issuance of common stock, net of repurchases                29        2,972
Payments on capital lease                                  (74)        (102)
Payments on notes receivable from stockholders              --            6
                                                       -------      -------
Net cash (used in) provided by financing activities        (45)       2,876
                                                       -------      -------

Net increase (decrease) in cash and cash equivalents        10      (26,151)


Cash and cash equivalents at beginning of period         4,589       27,681
                                                       -------      -------

Cash and cash equivalents at end of period             $ 4,599      $ 1,530
                                                       =======      =======









                       See notes to financial statements.

                                        3


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997


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, 1996, and
notes  thereto  included in the Company's  1996 Annual Report on Form 10-K.  The
results of operations for the interim  periods ended September 30, 1997, are not
necessarily  indicative of the results of operations to be expected for the full
year.


Note 2.  Subsequent Event

         On October 30, 1997, the Company sold 2,500,000  shares of common stock
at $12.625 per share (the  "Offering".)  On November 5, 1997,  the  underwriters
exercised an over-allotment  option (the  "Over-allotment"),  granted to them in
connection  with the Offering,  in which the Company sold an additional  375,000
shares at $12.625.  Proceeds to the Company, from the sale of the shares sold in
the Offering and the shares sold pursuant to the Over-allotment, are $34,141,000
after deducting underwriting commissions.


































                                        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."  It  is  utilizing  this
technology  both to  discover  and clone the genes that code for human  receptor
subtypes  associated  with specific  disorders and to design  compounds that can
potentially be developed as drugs for treating these  disorders.  The Company is
engaged in  collaborations  with four  pharmaceutical  companies:  Eli Lilly and
Company  ("Lilly"),   Merck  &  Co.,  Inc.   ("Merck"),   Novartis  Pharma  A.G.
("Novartis"),  and Warner-Lambert Company  ("Warner-Lambert").  Since inception,
the Company has financed its operations  primarily through the sale of stock and
through funds provided by three of its collaborative partners,  Lilly, Merck and
Novartis,  under  collaborative   agreements.   The  Company  entered  into  its
collaboration  with  Warner-Lambert  in July 1997. The Company also has licensed
certain of its technology to The DuPont Merck  Pharmaceutical  Company  ("DuPont
Merck").

         Under its collaborative agreements,  the Company may receive one or two
types of revenue from its collaborative  partners:  contract revenue and license
revenue.  Contract  revenue  includes  research  funding to support a  specified
number  of the  Company's  scientists  and  payments  upon  the  achievement  of
specified  research and  development  milestones.  Research  funding  revenue is
recognized  ratably over the period of the  agreement to which it relates and is
based  upon  predetermined  funding  requirements.  Research  milestone  payment
revenue is recognized when the related research  milestone is achieved.  License
revenue  represents  non-refundable  payments  for  licenses  to  the  Company's
technology and drug discovery systems.  Non-refundable payments for licenses are
recognized at such time as they are received or, if earlier,  become guaranteed.
In addition to contract revenue and license revenue, if a drug is developed as a
result  of any of the  collaborative  agreements  between  the  Company  and its
collaborative  partners,  the Company is entitled  to receive  royalty  payments
based upon the sale of such  drugs.  The Company  also  receives  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  $27,698,000  at September 30, 1997. The Company
expects to continue to incur operating losses for a significant  number of years
and may not become  profitable,  if at all,  until it begins to receive  royalty
revenue.  To date, the Company has not received any royalty revenue and does not
expect to receive such revenue for a significant number of years, if at all.


Results of Operations


Comparison of the Three Months Ended September 30, 1997 and 1996

         Revenues.  The Company  recognized revenue of $2,407,000 and $3,969,000
for the three  months  ended  September  30,  1997 and 1996,  respectively.  The
decrease of $1,562,000 was attributable primarily to: the recognition during the
third quarter of 1996 of $2,000,000 of  non-recurring  license revenue under the
terms  of  one of the  Company's  license  and  collaboration  agreements  and a
decrease in grant revenue of $118,000;  both of which were offset by an increase
in contract  revenue of $556,000 which was primarily due to the expansion of the
Company's collaborative arrangement with Lilly.


                                        5


<PAGE>



         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $3,529,000,  and $3,008,000 for the three months ended
September 30, 1997 and 1996, respectively.  The increase of $521,000, or 17%, in
research and development expenses was attributable  primarily to: an increase of
$325,000 in compensation expense resulting from a net average headcount increase
of 26 research  personnel,  annual salary increases for the scientific staff and
an associated  increase in fringe benefit  expenses;  an increase of $207,000 in
research supply costs; an increase of $131,000 in facility related costs; all of
which was offset by a reduction in grant equipment expense of $175,000.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $998,000  and  $714,000  for the three  months ended
September 30, 1997 and 1996, respectively. The increase of $284,000, or 40%, was
attributable primarily to $251,000 in patent and patent related expenses for the
quarter ended  September 30, 1997 resulting from the expensing of all patent and
patent application costs as incurred, effective October 1, 1996.

         Other Income,  Net. The Company recorded other income,  net of interest
expense,  of $486,000 and $482,000 for the three months ended September 30, 1997
and 1996, respectively.

         Net (Loss) Income and Net (Loss) Income Per Share. The Company incurred
a net loss of  $1,634,000,  ($0.21 per share),  and had net income of  $729,000,
($0.09 per share),  for the three months ended September 30, 1997, and September
30, 1996,  respectively.  The increase of  $2,363,000  in net loss was primarily
attributable to the  recognition  during the third quarter of 1996 of $2,000,000
of non-recurring license revenue.


Comparison of the Nine Months Ended September 30, 1997 and 1996

         Revenues.  The Company  recognized revenue of $7,959,000 and $7,531,000
for the nine  months  ended  September  30,  1997 and  1996,  respectively.  The
increase  of $428,000  was  attributable  primarily  to: an increase in contract
revenue  of   $2,444,000   resulting   from  the   expansion  of  the  Company's
collaborative  arrangement  with  Lilly  and  increases  in  rates  charged  per
full-time equivalent  scientist under collaborative  arrangements from which the
Company is receiving  funding  partially  offset by a decrease of  $2,000,000 of
non-recurring  license  revenue under the terms of one of the Company's  license
and collaboration agreements during the third quarter of 1996.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $10,220,000,  and $8,492,000 for the nine months ended
September 30, 1997 and 1996, respectively.  The increase of $1,728,000,  or 20%,
in research and development expenses was attributable  primarily to: an increase
of $891,000  in  compensation  expense  resulting  from a net average  headcount
increase of 22 research  personnel,  annual salary  increases for the scientific
staff and an  associated  increase in fringe  benefit  expenses;  an increase of
$606,000 in research supply costs;  an increase of $324,000 in facility  related
costs;  all of which was offset by a  reduction  in grant  equipment  expense of
$175,000.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $2,920,000  and $2,078,000 for the nine months ended
September 30, 1997 and 1996, respectively. The increase of $842,000, or 41%, was
attributable primarily to $729,000 in patent and patent related expenses for the
nine months ended  September 30, 1997 resulting from the expensing of all patent
and patent application costs as incurred, effective October 1, 1996.

         Other Income,  Net. The Company recorded other income,  net of interest
expense,  of $1,452,000 and  $1,609,000 for the nine months ended  September 30,
1997 and 1996, respectively. The decrease of $157,000 was primarily attributable
to the recognition of gain on sale of securities.

                                        6


<PAGE>



         Net Loss and Net Loss Per Share.  The net loss  incurred by the Company
was $3,729,000 ($0.49 per share),  and $1,430,000 ($0.19 per share) for the nine
months  ended  September  30,  1997 and  1996,  respectively.  The  increase  of
$2,299,000 in net loss was primarily  attributable to the recognition during the
third quarter of 1996 of $2,000,000 of non-recurring license revenue.

         The Company does not believe that  inflation has had a material  impact
on its results of operations for either the three month period or the nine month
period which ended September 30, 1997.


Liquidity and Capital Resources

         At September 30, 1997 and December 31, 1996, cash, cash equivalents and
marketable  securities  were  in  the  aggregate  $30,909,000  and  $34,684,000,
respectively.  The decrease of $3,775,000 was attributable  primarily to the net
loss for the nine months of $3,729,000 and the purchase of capital equipment and
leasehold  improvements of $2,116,000 offset by the receipt in the third quarter
of $1,137,000 in quarterly contract research funding which will be recognized in
the fourth  quarter  and  depreciation  and  amortization  expense  of  $899,000
recorded in its statement of operations for the nine months ended  September 30,
1997. On October 30, 1997, the Company sold 2,500,000  shares of common stock at
$12.625  per  share.  On  November  5,  1997,  the  underwriters   exercised  an
Over-allotment option, granted to them in connection with the Offering, in which
the  Company  sold an  additional  375,000  shares at  $12.625.  Proceeds to the
Company  from the sale of the shares  sold in the  Offering  and the shares sold
pursuant to the  Over-allotment  are $34,141,000  after  deducting  underwriting
commissions. In addition to the cash, cash equivalents and marketable securities
described  above,  the Company had $712,000 in  restricted  cash recorded in its
balance sheet at September 30, 1997.  This restricted cash is held in one of the
Company's  investment  accounts  and secures  lease  payments  to the  Company's
landlord  for one full  year  and  secures  the  outstanding  balance  due on an
equipment lease.

         To date, the Company has met its cash requirements  through the sale of
its stock,  through  licensing  fees,  research  funding and milestone  payments
received  under the  collaborative  agreements  with Lilly,  Merck and Novartis,
through  SBIR  grants and  through  interest  earned on its  investments.  As of
September 30, 1997, the Company had received: approximately $62,000,000 from the
sale of its stock; approximately $46,000,000 in licensing fees, research funding
and  milestone  payments  under its  collaborative  arrangements;  approximately
$3,200,000 in SBIR grants; and approximately $5,900,000 in other income, net. To
date,  the portion of these funds that has been expended by the Company has been
used principally to fund research and development, to purchase fixed assets used
primarily in its  research  activities,  to create its patent  estate and to pay
general and administrative support costs.

         At  September  30,  1997,  the  Company was  involved in  collaborative
arrangements with Lilly, Merck,  Novartis and  Warner-Lambert.  Lilly, Merck and
Novartis are providing research funding to the Company during 1997 and Lilly and
Novartis are expected to provide  research  funding to the Company  during 1998.
The  aggregate  amount of research  funding under these  arrangements  which the
Company  expects to  receive  during the  remainder  of 1997 and during  1998 is
approximately $1,107,000 and $6,678,000,  respectively.  Warner-Lambert does not
currently  provide  research  funding to the Company  and the  Company  does not
expect that such  funding  will be  provided,  if at all,  until 1999.  Research
funding  under the Lilly  agreement is scheduled to expire on December 31, 1998.
Research  funding  under the Merck  agreement is scheduled to expire on November
30, 1997.  Research funding under the Novartis agreements is scheduled to expire
on August 3, 1998.

         At  September  30,  1997,  the Company had  invested  an  aggregate  of
$7,675,000 in property and equipment.  During the first nine months of 1997, the
Company spent approximately $2,116,000 on capital improvements.  Of this amount,
approximately $1,400,000 related to the expansion of laboratory space

                                        7


<PAGE>



and  improvements  to the Company's assay screening  systems.  In addition,  the
Company  continues  to convert  currently  underutilized  space into  laboratory
facilities beyond the level which existed at September 30, 1997.

         The Company leases  laboratory and office facilities under an agreement
expiring on December 31, 1999.  The minimum  annual  payment  under the lease is
$691,000.

         At September 30, 1997 the Company had available  funds of  $30,909,000.
The Company  believes that its cash and marketable  securities on hand, funds it
will receive from its collaborative  partners and under SBIR grants and interest
income,  together with the net proceeds  received from the Offering and from the
shares  sold  pursuant  to the  Over-allotment,  will be  sufficient  to fund an
increased  operating expense level through the year 2000. The Company expects to
continue to incur operating losses for a significant number of years.

         As  of  December  31,  1996,   the  Company  had  net  operating   loss
carryforwards of approximately  $21,000,000 for Federal income tax purposes that
will expire principally in the years 2002 through 2011. In addition, the Company
had research and development credit  carryforwards which will expire principally
in 2002 through 2009. For financial  reporting  purposes,  a valuation allowance
has  been  recognized  to  offset  the  deferred  tax  assets  related  to these
carryforwards.  Due to limitations imposed by the Tax Reform Act of 1986, and as
a result  of a  significant  change  in the  company's  ownership  in 1993,  the
utilization of approximately  $6,000,000 of net operating loss  carryforwards is
subject to annual  limitation.  The  utilization of the research and development
credits is similarly  limited.  A further limitation of the net operating losses
and  research  and  development  credit  carryforwards  may  occur if there is a
further change in ownership in connection with the Offering mentioned above.

         This  management  discussion  and analysis of financial  condition  and
results of operations  includes "forward looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange Act of 1934, as amended.  These forward looking  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  "expect,"  "may,"  "believes,"  and  similar
expressions  are intended to be among the words that  identify  forward  looking
statements.  Such forward looking  statements  involve risks and  uncertainties,
including,  but not limited to those risks and  uncertainties  and other factors
set forth as "Cautionary Statements" in the Company's Annual Report on Form 10-K
for the year ended  December  31, 1996 or detailed  from time to time in filings
that the company makes with the Securities and Exchange Commission.  The forward
looking  statements  included  herein are  qualified  in their  entirety  by the
Cautionary  Statements.  Should  one or more of  these  risks  or  uncertainties
materialize,  or should underlying assumptions prove incorrect,  actual outcomes
may  vary  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.












                                        8


<PAGE>



                           PART II. OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds


         Securities Act Rule 229.463 ("Rule 463") required  issuers to report on
Form SR their use of proceeds,  following an initial public offering, within ten
days of the first three months  following the effective date of the registration
statement,  and every six months  thereafter,  until the application of all such
proceeds was  complete.  Effective  September  2, 1997,  pursuant to Release No.
34-38850,  the Securities and Exchange  Commission  ("SEC")  amended Rule 463 to
eliminate  Form SR and now  requires  a  first-time  registrant  to  report  the
application  of proceeds in each of its periodic  Exchange Act reports until the
application  of such  proceeds is  complete.  Prior to  September  2, 1997,  the
Company  utilized Form SR to report the application of proceeds  received by the
Company following its initial public offering.

         The information  provided below represents a reasonable estimate of the
cumulative  application,  through  September  30,  1997,  of the net proceeds of
$25,194,000 which were received  following the Company's initial public offering
on December 13, 1995:


Construction of plant, building and facilities                     $   208,000

Purchase and installation of machinery and equipment               $ 2,554,000

Working capital                                                    $11,580,000


         Except for payments described in the following sentence, the cumulative
application of the net offering  proceeds listed above represent direct payments
to others. No payments were made to directors or officers or to their associates
except for payments made in the ordinary  course of business which include,  but
may not be limited to, the payment of officer  salaries,  fringe  benefits,  and
expense reimbursements or compensation paid to directors for their attendance at
board  meetings or for their services  provided to the Company under  consulting
arrangements, if any.

         At September 30, 1997, the status of proceeds pending final application
are as follows:


Temporary investment of proceeds in marketable securities          $10,852,000





















                                        9


<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

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

* 10.1      Collaborative Research and License Agreement between Synaptic
             Pharmaceutical Corporation and Warner-Lambert Company

  11        Statement Regarding Computation of Per Share Earnings (Loss)

  27        Financial Data Schedule


* Portions  of this  Exhibit  have been  omitted and filed  separately  with the
  Secretary  of  the  Securities  and  Exchange   Commission   pursuant  to  the
  Registrant's  Application  Requesting  Confidential Treatment under Rule 24b-2
  under the Securities Exchange Act of 1934, as amended.


(b)         Reports on Form 8-K

The  Company  did not file any  Current  Reports  on Form 8-K  during the fiscal
quarter ended September 30, 1997.








































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                                 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 7, 1997        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








































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