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, 1998


                                       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 2, 1998, there were 10,699,419 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, 1998


                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                         ----
Item 1. Financial Statements                                               1

Balance Sheets at September 30, 1998 and December 31, 1997                 1

Statements of Operations and Comprehensive Income (Loss) for
  the three months ended September 30, 1998 and 1997, and for the
  nine months ended September 30, 1998 and 1997                            2

Statements of Cash Flows for the nine months ended
 September 30, 1998 and 1997                                               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,
                                                           1998         1997
                                                      ------------- ------------
                                                       (Unaudited)   (Audited)
Current assets:
 Cash and cash equivalents                               $13,765      $23,113
 Restricted cash                                             600          600
 Marketable securities--current maturities                14,423       10,010
 Revenue receivable under collaborative agreement            160           40
 Other current assets                                      1,188          674
                                                         -------      -------
  Total current assets                                    30,136       34,437

Property and equipment, net                                5,358        4,682

Marketable securities                                     30,990       28,977

Patent and patent application costs,
  net of accumulated amortization                          1,047        1,306
                                                         -------      -------
                                                         $67,531      $69,402
                                                         =======      =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                        $   989      $   811
 Accrued liabilities                                         648          547
 Accrued compensation                                        360          340
                                                         -------      -------
  Total current liabilities                                1,997        1,698

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--
  10,699,169 shares in 1998 and 10,526,585 shares
  in 1997;                                                   107          105
 Additional paid-in capital                               98,406       97,049
 Deferred compensation                                       (80)        (160)
 Accumulated deficit                                     (33,138)     (29,316)
 Accumulated other comprehensive income--
  net unrealized gains on securities                         239           26
                                                         -------      -------
  Total stockholders' equity                              65,534       67,704
                                                         -------      -------
                                                         $67,531      $69,402
                                                         =======      =======


                       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       For the nine months
                              ended September 30,        ended September 30,
                               1998         1997         1998         1997
                             -------      -------      -------      -------
Revenues:
 Contract revenue            $ 1,598      $ 2,267      $ 5,911      $ 7,577
 License revenue                  --           --        2,000           --
 Grant revenue                    --          140          150          382
                             -------      -------      -------      -------
  Total revenues               1,598        2,407        8,061        7,959

Expenses:
 Research and development      3,908        3,529       11,420       10,220
 General and administrative    1,015          998        3,183        2,920
                             -------      -------      -------      -------
  Total expenses               4,923        4,527       14,603       13,140
                             -------      -------      -------      -------
Loss from operations          (3,325)      (2,120)      (6,542)      (5,181)

Other income, net:
 Interest income                 849          487        2,720        1,457
 Interest expense                 --           (1)          --           (5)
                             -------      -------      -------      -------
  Other income, net              849          486        2,720        1,452
                             -------      -------      -------      -------
Net loss                     $(2,476)     $(1,634)     $(3,822)     $(3,729)
                             =======      =======      =======      =======


Comprehensive loss:

Net loss                     $(2,476)     $(1,634)     $(3,822)     $(3,729)

Other comprehensive
 income--unrealized
 holding gains arising
 during period                   189           24          213           30
                             -------      -------      -------      -------
Comprehensive loss           $(2,287)     $(1,610)     $(3,609)     $(3,699)
                             =======      =======      =======      =======



Basic and diluted net loss
 per share                    $(0.23)      $(0.21)      $(0.36)      $(0.49)
                              ======       ======       ======       ======
Shares used in
 computation of basic
 and diluted net loss
 per share                10,698,692    7,648,249   10,678,768    7,643,081
                          ==========    =========   ==========    =========




                       See notes to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                        For the nine months
                                                         ended September 30,
                                                        1998          1997
                                                       -------      -------
Operating activities:

Net loss                                               $(3,822)     $(3,729)
Adjustments to reconcile net loss to net
 cash used in operating activities:
Depreciation and amortization                            1,070          897
Amortization of premiums/(discounts) on securities         138          (95)
Amortization of deferred compensation                       60           97
Changes in operating assets and liabilities:
Increase in other current assets                          (514)        (956)
Increase in accounts payable, accrued liabilities
  and accrued compensation                                 299           82
(Increase)/decrease in collaborative agreement
  revenue receivable                                      (120)         115
Increase in deferred revenue                                --        1,137
                                                       -------      -------
Net cash used in operating activities                   (2,889)      (2,452)


Investing activities:

Sale or maturity of investments                         42,000       17,150
Purchase of investments                                (48,351)     (12,527)
Purchases of property and equipment                     (1,487)      (2,116)
                                                       -------      -------
Net cash (used in) provided by investing activities     (7,838)       2,507


Financing activities:

Issuance of common stock, net of repurchases             1,379           29
Payments on capital lease                                   --          (74)
                                                       -------      -------
Net cash provided by (used in) financing activities      1,379          (45)
                                                       -------      -------

Net (decrease) increase in cash and cash equivalents    (9,348)          10


Cash and cash equivalents at beginning of period        23,113        4,589
                                                       -------      -------

Cash and cash equivalents at end of period             $13,765      $ 4,599
                                                       =======      =======










                       See notes to financial statements.

                                        3


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998


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, 1997, and
notes  thereto  included in the Company's  1997 Annual Report on Form 10-K.  The
results of operations for the fiscal quarter and nine months ended September 30,
1998, are not necessarily indicative of the results of operations to be expected
for the full year.


Note 2 -- New Accounting Standard

         In June 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 130, "Reporting  Comprehensive  Income."
This pronouncement,  which was required to be adopted effective January 1, 1998,
requires the presentation of a statement of comprehensive income.  Comprehensive
income (loss) is defined as the change in equity of a business enterprise during
a period  resulting from  transactions and other events and  circumstances  from
nonowner sources.  Comprehensive loss for the Company,  in addition to net loss,
includes  unrealized  gains and losses on marketable  securities  held for sale,
currently recorded in stockholders' equity.































                                        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
currently  engaged in collaborations  with four  pharmaceutical  companies:  Eli
Lilly and Company  ("Lilly"),  Merck & Co., Inc.  ("Merck"),  The Warner-Lambert
Company ("Warner-  Lambert") and Grunenthal GmbH  ("Grunenthal").  In connection
with these  collaborations,  the Company has granted to these companies licenses
under  certain  patent  rights and to certain  technology.  The Company had been
engaged in a collaboration  with Novartis Pharma AG ("Novartis") and had granted
to Novartis a license under certain patent rights and to certain technology.  On
August 3, 1998, the  collaboration and related research funding support provided
by Novartis ended in accordance with the terms of the Company's  agreements with
Novartis.  Novartis  continues to have a license under certain patent rights and
to certain  technology  of the  Company.  The Company has also granted a license
under  certain  patent  rights,  as well as an option  to  obtain an  additional
license under certain patent  rights,  to Glaxo Group Limited  ("Glaxo").  Since
inception, the Company has financed its operations primarily through the sale of
its stock, through funds provided by its collaborative  partners Lilly and Merck
and former  collaborative  partner  Novartis  under  their  agreements  with the
Company,  through  funds  provided  by its  licensee,  Glaxo,  under  a  license
agreement  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.

         Under its collaborative and license agreements, the Company may receive
one or more  of the  following  types  of  revenue:  contract  revenue,  license
revenue,  royalty revenue or revenue from the sales of drugs.  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 and  development  milestone  payment revenue is
recognized  when the related  research or  development  milestone  is  achieved.
License revenue represents  non-refundable payments for a license to one or more
of  the  Company's  patents  and/or  a  license  to  the  Company's  technology.
Non-refundable  payments for licenses  are  recognized  at such time as they are
received or, if earlier,  become  guaranteed.  Under its agreements  with Lilly,
Merck,  Warner-Lambert,  Glaxo and Novartis,  the Company is entitled to receive
royalty  payments based upon the sales of drugs that may be developed  using the
Company's  technology.  Under its  agreement  with  Grunenthal,  the Company has
development and marketing  rights in certain  territories with respect to drugs,
if any, that are jointly identified as part of the  collaboration.  Accordingly,
the Company may receive  revenue from sales in its  territories  (as defined) of
such drugs if it markets them  independently  or the Company may receive royalty
payments if it licenses  its  marketing  rights to a third party.  To date,  the
Company has not  received  either  royalty  revenue or revenue from the sales of
drugs and the Company does not expect to receive  such  revenues for a number of
years, if at all.

         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  $33,138,000  at September 30, 1998. 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

                                        5


<PAGE>



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, 1998 and 1997

         Revenues.  The Company  recognized revenue of $1,598,000 and $2,407,000
for the three  months  ended  September  30,  1998 and 1997,  respectively.  The
decrease of $809,000 was  attributable to: a net decrease in contract revenue of
$669,000 resulting from the contractual termination of the Novartis agreement on
August 3, 1998 as well as the reduction in full-time equivalent scientists being
funded under another of the Company's collaborative  arrangements and a decrease
in grant revenue of $140,000.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $3,908,000,  and $3,529,000 for the three months ended
September 30, 1998 and 1997, respectively.  The increase of $379,000, or 11%, in
research and development expenses was attributable  primarily to: an increase of
$200,000 in compensation and fringe benefit expenses; and an increase of $57,000
in facility related costs.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of  $1,015,000  and $998,000 for the three months ended
September 30, 1998 and 1997,  respectively.  The increase of $17,000, or 2%, was
attributable  primarily  to: an increase of $71,000 in  compensation  and fringe
benefit  expenses  offset by a net decrease of $54,000 for all other general and
administrative costs.

         Other Income,  Net. The Company  recorded  other income of $849,000 and
$486,000 for the three months ended  September 30, 1998 and 1997,  respectively.
The increase of $363,000 was primarily due to higher interest income as a result
of higher cash, cash equivalent and marketable  securities  balances during 1998
which  resulted from the receipt of net proceeds  from a public  offering of its
common stock completed in November 1997.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $2,476,000 ($0.23 per share),  and $1,634,000 ($0.21
per share) for the three months ended September 30, 1998 and 1997, respectively.
The increase in net loss per share of $0.02 resulted primarily from the decrease
in revenues and increase in expenses as described above.

Comparison of the Nine Months Ended September 30, 1998 and 1997

         Revenues.  The Company  recognized revenue of $8,061,000 and $7,959,000
for the nine  months  ended  September  30,  1998 and  1997,  respectively.  The
increase in revenue of $102,000 was attributable primarily to the following:  an
increase  in license  revenue of  $2,000,000;  offset by a decrease  in contract
revenue of $1,666,000 resulting from the contractual termination of the Novartis
agreement on August 3, 1998,  as well as a reduction  in  full-time  equivalents
scientists   being  funded  under   another  of  the   Company's   collaborative
arrangements; and a decrease in grant revenue of $232,000.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of $11,420,000,  and $10,220,000 for the nine months ended
September 30, 1998 and 1997, respectively.  The increase of $1,200,000,  or 12%,
in research and development expenses was attributable  primarily to: an increase
of $674,000 in  compensation  and fringe  benefit  expenses;  and an increase of
$268,000 in facility related costs.

         General and Administrative Expenses.  The Company incurred general and
administrative expenses of $3,183,000 and $2,920,000 for the nine months ended
September 30, 1998 and 1997, respectively. The increase of $263,000, or 9%, was

                                        6


<PAGE>



attributable primarily to: an increase  of $195,000 in  compensation and  fringe
benefit expenses; and an increase of $79,000 in patent costs.

         Other Income,  Net. The Company recorded other income of $2,720,000 and
$1,452,000 for the nine months ended September 30, 1998 and 1997,  respectively.
The increase of  $1,268,000  was primarily  due to higher  interest  income as a
result of higher cash, cash equivalent and marketable securities balances during
1998 which  resulted from the receipt of net proceeds from a public  offering of
its common stock completed in November 1997.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $3,822,000 ($0.36 per share),  and $3,729,000 ($0.49
per share) for the nine months ended September 30, 1998 and 1997,  respectively.
The  decrease  in net loss per share of $0.13  resulted  primarily  from  higher
average   outstanding   shares  during  the  period.  The  increase  in  average
outstanding  shares primarily  relates to the sale of 2,875,000 shares of common
stock in a public  offering in the fourth quarter of 1997 as well as the sale of
137,648  shares of common stock  pursuant to the exercise of warrants in January
1998.

         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 is currently making inquiries of its
significant customers,  suppliers and vendors as to their readiness for the year
2000 issue.  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 to be material,  if at all. If it turns out that some of the  Company's
systems  or its  customers,  suppliers  or  vendors'  systems  are not year 2000
compliant,  management  believes the most likely worst case scenario  would be a
reduced level of productivity.  The Company's contingency plan includes, but may
not be limited to, manual  workarounds  and an 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, 1998 and December 31, 1997, cash, cash equivalents and
marketable securities aggregated $59,178,000 and $62,100,000,  respectively. The
decrease in cash, cash equivalents and marketable  securities  resulted from the
use of cash to fund operating  activities  and purchase  property and equipment,
both of which were offset by cash provided by the issuance of common stock.

         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.  As of September 30,
1998,  the  Company  had  received:  $97,700,000  from  the  sale of its  stock;
$55,000,000 in licensing fees, research funding and milestone payments under its
collaborative and license agreements;  $3,500,000 in SBIR grants; and $9,000,000
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.

         During the period from January 1, 1998 through  September 30, 1998, the
Company received research funding under three of its collaborative arrangements.
During the period from  October 1, 1998 through  December 31, 1998,  the Company
expects to receive $1,400,000 in the aggregate under two of its  collaborations.
Research  funding  under  the  Merck  collaboration  is  scheduled  to expire on
November 30, 1998.  Research funding under the Lilly  collaboration is scheduled
to  expire  on  December  31,  1998.   Research   funding   under  the  Novartis
collaboration  ended on  August  3,  1998 in  accordance  with the  terms of the
underlying agreements.


                                        7


<PAGE>



         At  September  30,  1998,  the Company had  invested  an  aggregate  of
$9,934,000 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 $674,000.

         At  September  30,  1998 the  Company  had  $59,178,000  in cash,  cash
equivalents  and  marketable  securities.  The Company  intends to utilize these
funds primarily to conduct its current and future research programs,  for patent
related  expenditures,  for general  corporate  purposes  and to make  leasehold
improvements  to its facilities  beyond the level which existed on September 30,
1998. The Company expects to continue to incur operating  losses for a number of
years and will require the use of cash to finance its operations and to purchase
property and  equipment.  The Company  believes that its cash on hand,  together
with the funds that it expects to receive  from its  collaborative  partners and
interest income,  will be sufficient to fund through the year 2000: an increased
operating  expense level;  the Company's  portion of its shared costs of certain
development activities under its collaboration with Grunenthal; and an increased
level of capital spending.

         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
"expect,"  "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 under the captions "Patents,  Proprietary Technology and
Trade  Secrets,"  "Competition"  and  "Government  Regulation"  in the Company's
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  1997 (the
"1997 Form 10-K") as well as those risks and  uncertainties  disclosed 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" as "Cautionary  Statements" in the 1997 Form 10-K 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 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. 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.



















                                        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  reports filed  pursuant to the
requirements  under the Exchange Act 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
application  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                       $   501,000

Purchase and installation of machinery and equipment                 $ 4,281,000

Working capital used to fund operations                              $20,412,000


         Except for payments described in the following sentence, the cumulative
application of the net offering proceeds listed above represents 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.


























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<PAGE>



Item 6.  Exhibits and Reports on Form 8-K


(a) Exhibits

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

10.1        Amendment  No. 1 To  Cooperation  Agreement  between the Company and
               Grunenthal GMBH (filed herewith)

27          Financial Data Schedule


(b)         Reports on Form 8-K

On July 16, 1998, the Company filed a Current Report on Form 8-K summarizing the
status of the  clinical  trials  being  conducted  by Lilly  with  respect  to a
compound identified as part of the Company's collaboration with Lilly.

On August 3, 1998, the Company filed a Current Report on Form 8-K announcing the
expiration of the term of its collaboration with Novartis and describing certain
of the consequences of the expiration.

On  September  21,  1998,  the  Company  filed a  Current  Report  on  Form  8-K
summarizing the status of certain drug discovery  programs which are part of the
Company's collaboration with Lilly.




































                                       10


<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 6, 1998        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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