**UNITED STATES   SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549**

**SCHEDULE 13D  Under the Securities Exchange Act of 1934   (Amendment No. 3)***

**Neurogen Corporation**(Name of Issuer) 

Common Stock, par value $0.01 per share(Title of Class of Securities) 

**64124E106**(CUSIP Number) 

**Margaret M. Foran   Vice President - Corporate Governance and Secretary   Pfizer Inc. 235 East 42nd Street   New York, New York 10017   ( 212)-733-4802**(Name, Address and Telephone Number of Person Authorized to Receive  Notices and Communications) 

**December 31, 2004**(Date of Event which Requires Filing of this Statement) 

> 
If the filing person has previously filed a statement on Schedule 13G to      report the acquisition that is the subject of this Schedule 13D, and is      filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or      240.13d-1(g), check the following box. __      Note: Schedules filed in paper format shall include a signed original and      five copies of the schedule, including all exhibits. See §240.13d-7      for other parties to whom copies are to be sent.      *The remainder of this cover page shall be filled out for a reporting person's      initial filing on this form with respect to the subject class of securities,      and for any subsequent amendment containing information which would alter      disclosures provided in a prior cover page.      The information required on the remainder of this cover page shall not be      deemed to be "filed" for the purpose of Section 18 of the Securities      Exchange Act of 1934 ("Act") or otherwise subject to the liabilities      of that section of the Act but shall be subject to all other provisions      of the Act (however, see the Notes). 

 

> 
**Persons who respond to the collection of information contained in this    form are not required to respond unless the form displays a currently valid    OMB control number.**

CUSIP No. 64124E106................................. 

1. Names of Reporting Persons.                     I.R.S. Identification Nos. of above persons (entities only)

Pfizer Inc.; 13-5315170

2. Check the Appropriate Box if a Member of a Group (See Instructions) 

(a) 

(b)      

3. SEC Use Only ........................................................................................  

4. Source of Funds (See Instructions) ......WC..................................................  

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items    2(d) or 2(e) 

6. Citizenship or Place of Organization - Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power.. 2,846,000............ 

8. Shared Voting Power 

9. Sole Dispositive Power     2,846,000

10. Shared Dispositive Power ........................................................................................      

11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,846,000.............  

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    Instructions) ...

13. Percent of Class Represented by Amount in Row (11) 8.3% 

14. Type of Reporting Person (See Instructions) - CO . 

 

 

> 
**Item 1. Security and Issuer**    Common Stock, $.025 par value of Neurogen Corporation, 35 Northeast Industrial    Road, Branford, CT 06405.**Item 2. Identity and Background**    (a)      Pfizer Inc.;    (b)      235 East 42nd Street, New York, NY 10017;          (c)      Manufacturer of pharmaceutical, consumer    health and animal health products;.    (d)      No     (e)      No     (f)      Delaware corporation.**Item 3. Source and Amount of Funds or Other Consideration**    Working Capital in the amount of $13,750,000. **Item 4. Purpose of Transaction**    Investment.     (a) - (j) None**Item 5. Interest in Securities of the Issuer**    (a)      2,846,000 shares of Common Stock, $.025    par value; 8.3%    (b)      Sole power to vote and dispose of 2,846,000    shares     (c)      None    (d)      None    (e)      Not applicable.**Item 6. Contracts, Arrangements, Understandings or Relationships with Respect    to Securities of the Issuer**    None**Item 7. Material to Be Filed as Exhibits**    None.     Signature     After reasonable inquiry and to the best of my knowledge and belief, I certify    that the information set forth in this statement is true, complete and correct.    February 14, 2005    ( Date)/s/ Charles F. Raeburn    Signature Charles F. Raeburn, Assistant Secretary    ( Name/Title) **ATTENTION: Intentional misstatements or omissions of fact constitute Federal    criminal violations (See 18 U.S.C. 1001)**