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 June 30, 2000

                                       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 August 1, 2000, there were 10,847,999  shares of the  registrant's  Common
Stock outstanding.


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION

   INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000


                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                         ----
Item 1. Financial Statements                                               1

Balance Sheets at June 30, 2000 and December 31, 1999                      1

Statements of Operations and Comprehensive Income (Loss) for
  the three months ended June 30, 2000 and 1999, and for the
  six months ended June 30, 2000 and 1999                                  2

Statements of Cash Flows for the six months ended
 June 30, 2000 and 1999                                                    3

Notes to Financial Statements                                              4

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk        10



                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings                                                 11

Item 4. Submission of Matters to a Vote of Security Holders               12

Item 6. Exhibits and Reports on Form 8-K                                  13

Signatures                                                                14

























                                       (i)


<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                     ASSETS

                                                        June 30,  December 31,
                                                          2000        1999
                                                      ----------  -----------
                                                      (Unaudited)   (Audited)
Current assets:
 Cash and cash equivalents                               $ 4,193      $ 6,236
 Marketable securities--current maturities                13,127        6,471
 Other current assets                                        890          847
                                                          -------      -------
  Total current assets                                    18,210       13,554

Property and equipment, net                                5,234        5,186

Marketable securities                                     19,126       29,436

Patent and patent application costs,
  net of accumulated amortization                            398          574
                                                         -------      -------
                                                         $42,968      $48,750
                                                         =======      =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                        $   521      $   486
 Accrued liabilities                                         842          525
 Accrued compensation                                        213          386
 Deferred revenue                                          1,083           --
                                                         -------      -------
  Total current liabilities                                2,659        1,397

Deferred rent obligation                                     411          247

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--
  10,847,999 shares in 2000 and 10,764,661 shares
  in 1999;                                                   108          108
 Additional paid-in capital                               99,239       98,719
 Accumulated other comprehensive income--
  net unrealized losses on securities                       (721)        (791)
 Accumulated deficit                                     (58,728)     (50,930)
                                                         -------      -------
  Total stockholders' equity                              39,898       47,106
                                                         -------      -------
                                                         $42,968      $48,750
                                                         =======      =======

                       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 six months
                                ended June 30,            ended June 30,
                               2000         1999         2000         1999
                             -------      -------      -------      -------
Revenues:
 Contract revenue            $   271      $   843      $   485      $ 1,487
 License revenue                  83           --           83           --
                             -------      -------      -------      -------
  Total revenues                 354          843          568        1,487

Expenses:
 Research and development      3,540        3,814        6,679        7,800
 General and administrative    1,474        1,292        2,838        2,498
                             -------      -------      -------      -------
  Total expenses               5,014        5,106        9,517       10,298
                             -------      -------      -------      -------
Loss from operations          (4,660)      (4,263)      (8,949)      (8,811)

Other income, net:
 Interest income                 556          695        1,134        1,430
 Gain on sale of securities       --           --           --            2
 Other                            10           --           17           --
                             -------      -------      -------      -------
  Other income, net              566          695        1,151        1,432
                             -------      -------      -------      -------
Net loss                     $(4,094)     $(3,568)     $(7,798)     $(7,379)
                             =======      =======      =======      =======


Comprehensive loss:

Net loss                     $(4,094)     $(3,568)     $(7,798)     $(7,379)

Unrealized gains (losses)
 arising during period             46        (355)          70         (473)

Less: Reclassification
 adjustment for gains
 included in net income           --           --           --         (12)
                             -------      -------      -------      -------
Comprehensive loss           $(4,048)     $(3,923)     $(7,728)     $(7,864)
                             =======      =======      =======      =======


Basic and diluted net loss
 per share                    $(0.38)      $(0.33)      $(0.72)      $(0.69)
                              ======       ======       ======       ======
Shares used in
 computation of basic
 and diluted net loss
 per share                10,843,647   10,742,618   10,814,183   10,735,167
                          ==========    =========   ==========    =========



                       See notes to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                       For the six months
                                                          ended June 30,
                                                        2000          1999
                                                       -------      -------
Operating activities:

Net loss                                               $(7,798)     $(7,379)
Adjustments to reconcile net loss to net
  cash used in operating activities:
 Depreciation and amortization                             778          798
 Amortization of premiums on securities                    237          227
 Deferred rent obligation                                  164           82
 Amortization of deferred compensation                      --           31
 Gain on sale of securities                                 --           (2)
Changes in operating assets and liabilities:
(Increase) decrease in other current assets                (43)         588
Increase (decrease) in accounts payable,
  accrued liabilities and accrued compensation             179         (650)
Increase in deferred revenue                             1,083          196
                                                       -------      -------
Net cash used in operating activities                   (5,400)      (6,109)


Investing activities:

Sale or maturity of investments                          3,487       15,656
Purchase of investments                                     --      (16,349)
Purchases of property and equipment                       (650)        (654)
                                                       -------      -------
Net cash provided by (used in) investing activities      2,837       (1,347)


Financing activities:

Issuance of common stock, net of repurchases               520          173
                                                       -------      -------
Net cash provided by financing activities                  520          173
                                                       -------      -------

Net decrease in cash and cash equivalents               (2,043)      (7,283)


Cash and cash equivalents at beginning of period         6,236       16,590
                                                       -------      -------

Cash and cash equivalents at end of period             $ 4,193      $ 9,307
                                                       =======      =======









                       See notes to financial statements.

                                        3


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2000


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, 1999, and
notes  thereto  included in the Company's  1999 Annual Report on Form 10-K.  The
results of operations for the fiscal quarter and six month period ended June 30,
2000, are not necessarily indicative of the results of operations to be expected
for the full year.


Note 2 -- Revenue Recognition

         Staff  Accounting  Bulletin No. 101 "Revenue  Recognition  in Financial
Statements" (SAB 101),  requires that  non-refundable,  up-front license fees be
deferred and recognized generally over the term of the license agreement, unless
the agreements and facts and  circumstances  of the transaction  clearly reflect
the completion of the earnings  process as defined,  regardless of the fact they
are non-refundable. The Company's policy historically has been to recognize such
non-refundable, up-front license fees as revenue at such time they were received
or, if earlier,  became  guaranteed.  As of  December  31,  1999,  there were no
revenues  recognized  in prior periods which would need to have been deferred in
order to conform with SAB 101.






























                                        4


<PAGE>



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

Overview

         Synaptic Pharmaceutical  Corporation ("Synaptic" or the "Company") 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  in its genomics  program to discover and
clone the genes that code for human receptors. The Company and its licensees are
also utilizing this technology in functional  genomics  programs to discover the
function  of  these  receptors  in the  body  and  thus  specific  physiological
disorders with which they may be  associated.  The Company and its 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") and Kissei Pharmaceutical Co., Ltd. ("Kissei"). Concurrently with
the establishment of  the collaborative arrangement with Grunenthal, the Company
granted a license to certain of its technology and patent rights.

         In  addition  to its ongoing  collaborative  arrangements,  three other
pharmaceutical  companies,  Eli Lilly and Company ("Lilly"),  Novartis Pharma AG
("Novartis"), and Glaxo Group Limited ("Glaxo"), have licenses to certain of the
Company's  technology  and patent rights.  The Lilly and Novartis  licenses were
granted  concurrently with the establishment of collaborative  arrangements with
such companies.  While the Lilly  collaboration  and the Novartis  collaboration
ended in July  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 in this Item 2 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.

         Under the  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  collaboration  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 were  recognized as they were received or when they became  guaranteed.
Effective January 1, 2000,  payments for licenses will be recognized as they are
received  or,  if  earlier,  when  they  become  guaranteed  provided  they  are
independent  of any  continuing  research  activity,  otherwise,  they  will  be
recognized  pro-rata  during  the  term of the  related  research  agreement  in
accordance  with Staff  Accounting  Bulletin  No. 101  "Revenue  Recognition  in
Financial  Statements".  Under each of the  License  Agreements  (other than the
Grunenthal Agreement), the Company is entitled to receive royalty payments based
upon the sales of drugs that may be developed using the Company's  technology or
that may be covered by the Company's  patents.  Under the Grunenthal  Agreement,
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 with Grunenthal. Accordingly, the Company may receive

                                        5


<PAGE>



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 $58,728,000 at June 30, 2000. The Company expects
to continue to incur  operating  losses for a number of years and may not become
profitable,  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 June 30, 2000 and 1999

         Revenues.  The Company  recognized revenue of $354,000 and $843,000 for
the three  months  ended June 30, 2000 and 1999,  respectively.  The decrease of
$489,000 was attributable to a decrease in contract  revenue  resulting from the
net  reduction in the number of  scientists  being  funded  under the  Company's
collaborative  arrangements,  partially  offset by an  increase  of  $83,000  in
license revenue related to the Kissei collaboration.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $3,540,000,  and $3,814,000 for the three months ended
June 30,  2000 and 1999,  respectively.  The  decrease  of  $274,000,  or 7% was
attributable  primarily  to a net  decrease  in  headcount  and a  corresponding
decrease in supply costs.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $1,474,000 and $1,292,000 for the three months ended
June 30, 2000 and 1999,  respectively.  The  increase of  $182,000,  or 14%, was
attributable primarily to an increase in consulting and finder's fees associated
with  business  development  activities  and an  increase  in legal  and  patent
expenses.

         Other Income,  Net. The Company  recorded  other income of $566,000 and
$695,000 for the three months  ended June 30, 2000 and 1999,  respectively.  The
decrease of $129,000 was primarily due to lower  average cash,  cash  equivalent
and marketable securities balances during 2000 as a result of the utilization of
these resources to fund the Company's operations.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $4,094,000 ($0.38 per share),  and $3,568,000 ($0.33
per share) for the three months ended June 30, 2000 and 1999, respectively.  The
increase in net loss per share of $0.05  resulted  primarily from lower revenues
and other income during the second quarter of 2000 as described above.


Comparison of the Six Months Ended June 30, 2000 and 1999

         Revenues. The Company recognized revenue of $568,000 and $1,487,000 for
the six months  ended June 30,  2000 and 1999,  respectively.  The  decrease  of
$919,000 was attributable to a decrease in contract  revenue  resulting from the
net  reduction in the number of  scientists  being  funded  under the  Company's
collaborative  arrangements,  partially  offset by an  increase  of  $83,000  in
license revenue related to the Kissei collaboration.

                                        6





<PAGE>



         Research and Development  Expenses.  The Company incurred  research and
development expenses of $6,679,000, and $7,800,000 for the six months ended June
30, 2000 and 1999, respectively. The decrease of $1,121,000, or 14% expenses was
attributable  primarily  to a net  decrease  in  headcount  and a  corresponding
decrease in supply costs.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $2,838,000  and  $2,498,000 for the six months ended
June 30, 2000 and 1999,  respectively.  The  increase of  $340,000,  or 14%, was
attributable  primarily  to an  increase  in rent  expenses  and an  increase in
consulting and finder's fees associated with business development activities.

         Other Income,  Net. The Company recorded other income of $1,151,000 and
$1,432,000  for the six months ended June 30, 2000 and 1999,  respectively.  The
decrease of $281,000 was primarily due to lower  average cash,  cash  equivalent
and marketable securities balances during 2000 as a result of the utilization of
these resources to fund the Company's operations.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $7,798,000 ($0.72 per share),  and $7,379,000 ($0.69
per share) for the six months  ended June 30, 2000 and 1999,  respectively.  The
increase in net loss per share of $0.03  resulted  primarily from lower revenues
and other income during the first half of 2000 as described above.


Operating Trends

         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. On January 24, 2000, the Company entered into a research and
licensing  agreement  with Kissei  Pharmaceutical  Co.,  Ltd.  The Company  will
recognize  revenue  under this  agreement  during 2000 and expects to  recognize
revenue under this agreement during 2001 and 2002. Under the terms of certain of
the License  Agreements,  revenues may be recognized if certain  milestones  are
achieved.   Management   continues  to  assess  the  opportunity  for  obtaining
additional funding under new collaborative  and/or license agreements as well as
obtaining  financing  through  equity  transactions.  The Company  continues  to
monitor  its  spending  level in order to insure that it has enough cash to last
through the year 2001.

         Legal  expenses are expected to increase as a result of a suit filed by
the Company.  See "Legal Proceedings".

         Other income,  net is expected to decline  during the remainder of 2000
and  during  2001 as  existing  funds are  utilized  to  support  the  Company's
operations.

         Property  and  equipment  spending  may  vary  from  period  to  period
depending on numerous factors  including:  the number of collaborations in which
the Company is involved at any given time;  replacement due to obsolescence  and
replacement  due to normal  wear.  Consequently,  equipment  spending in 2000 is
expected to increase from that of 1999.

         At June 30,  2000,  the  Company  held  marketable  securities  with an
estimated  fair  value of  $32,253,000.  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 June 30, 2000:





                                        7


<PAGE>



                                                                Estimated
       Principal Amount and Weighted Average Stated Rate           Fair
                   by Expected Maturity                           Value
   ----------------------------------------------------         ---------
   (000's)      2000    2001     2002     2003   Total           (000's)
   ----------------------------------------------------         ---------
   Principal   $3,000  $20,440  $2,500  $6,500  $32,440          $32,253

   Weighted
    Average
    Stated
    Rates       5.96%   7.91%   6.50%    5.77%    7.19%              --
   ----------------------------------------------------        ---------

         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.

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


Liquidity and Capital Resources

         At June 30, 2000 and December  31, 1999,  cash,  cash  equivalents  and
marketable securities aggregated $36,446,000 and $42,143,000,  respectively. The
decrease of $5,697,000  resulted from 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 June 30, 2000,  the Company had invested an aggregate of $11,951,000
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 $1,575,000.  The lease provides for fixed escalations in rent payments
in the years 2005 and 2010.

         At June 30, 2000, the Company had $36,446,000 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

                                        8


<PAGE>



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.

         As  of  December  31,  1999,   the  Company  had  net  operating   loss
carryforwards of approximately  $45,000,000 for Federal income tax purposes that
will expire principally in the years 2002 through 2019. In addition, the Company
had research and  development  credit  carryforwards  of  $1,610,000  which will
expire  principally in 2002 through 2018. 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  and  1997,   the   utilization   of  $25,000,000  of  net  operating  loss
carryforwards is subject to annual  limitation.  The utilization of the research
and development credits is similarly limited.


Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 133,  "Accounting  for  Derivatives  and
Hedging  Activities"  ("SFAS 133"),  which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  SFAS 133, as amended, is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. As the Company does not currently
intend to engage in derivatives or in hedging transactions, the Company does not
anticipate any effect on its results of operations,  financial  position or cash
flows upon the adoption of SFAS 133.

         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, 1999 (the "1999 Form 10-K"),  including in Item 1
of the 1999 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 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>



                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings


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

         In  the  suit,  the  Company  seeks  an  injunction   against  Panlabs'
infringing  activities,  an award of damages for the Company's lost profits, the
destruction  of data  obtained by the  infringement  of its  patents,  and other
relief.

         Company  management  believes  that its  complaint  against  Panlabs is
well-founded  and  necessary to protect the value of its  intellectual  property
portfolio.

         Management  believes  that the ultimate  resolution of the above matter
could have a material  impact on the Company's  financial  position,  results of
operations and cash flows.







































                                       11


<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders


         On May 11, 2000,  the Company held its annual  meeting of  stockholders
for the following  purposes:  (i) to elect two Class I directors to the Board of
Directors  (Proposal No. 1); and (ii) to ratify the  appointment by the Board of
Directors  of Ernst & Young LLP as the  independent  auditors of the Company for
the fiscal year ending December 31, 2000 (Proposal No. 2).

         The  stockholders  elected  the  persons  named  below,  the  Company's
nominees for  director,  as Class I directors of the Company,  casting votes for
such nominees or withholding votes as indicated:

                                    VOTES FOR                VOTES WITHHELD

Alison Taunton-Rigby, Ph.D.         8,103,187                    11,412
Sandra Panem, Ph.D.                 8,103,399                    11,200




         The stockholders approved Proposal No. 2 as follows:


VOTES FOR         VOTES AGAINST         VOTES ABSTAINED       BROKER NON-VOTES

8,105,124            5,550                  3,925                    0





































                                       12


<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


 None
















































                                       13


<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: August 4, 2000          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







































                                       14