UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person:
Felix Baker
c/o Tisch Family Interests
667 Madison Avenue
New York, NY 10021
2. Date of Event Requiring Statement (Month/Day/Year)
5/26/1999
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
Neurogen Corporation (NRGN)
5. Relationship of Reporting Persons(s) to Issuer:
_X_ Director
___ Officer (give title below)
___ 10% Owner
___ Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Common Stock, $0.025 par value ("Common Stock")
Common Stock
Common Stock
2. Amount of Securities Beneficially Owned
4,692
58,500
2,850,000
3. Ownership Form: Direct (D) or Indirect (I)
D
I
I
4. Nature of Indirect Beneficial Ownership
(See explanation)
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
Non-Employee Director Stock Option
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2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
On May 26, 1999, the reporting person was granted an option to
purchase 20,000 shares of Common Stock pursuant to the
Neurogen Corporation 1993 Non-Employee Director Stock Option
Program. The option vests in thirty-six equal monthly
installments beginning May 26, 1999.
Expiration Date
May 25, 2009
3. Title and Amount of Securities Underlying Derivative Security
Title
Common Stock
Amount or Number of Shares
20,000 shares
4. Conversion or Exercise Price of Derivative Security
$11.875 per share
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
The reporting person has been elected to serve as a director
of Neurogen Corporation. The reporting person is the direct beneficial owner of
4,692 shares of Common Stock. In addition, the reporting person and his brother,
Julian Baker, are the partners of a partnership which is the beneficial owner of
58,500 shares of Common Stock. The reporting person also provides investment
management services to members of the Tisch family and various partnerships,
limited liability companies and trusts that are owned by or created for the
benefit of members of the Tisch family. The reporting
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person is paid compensation on the basis of the performance of the securities
portfolio with respect to which such services are provided. The securities
portfolio with respect to which such services are provided currently includes
2,850,000 shares of Common Stock. In accordance with Rule 16a-1(a)(2)(ii)(C)
under the Securities Exchange Act of 1934, as amended, the reporting person may
be deemed to have an indirect pecuniary interest in, and therefore to be the
beneficial owner, of such securities.
The filing of this statement is not an admission by the
reporting person that the reporting person and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, or Rule 13d-5 thereunder or that the reporting person
is the beneficial owner of any securities owned by any other person.
Date: June 4 , 1999 /s/ Felix Baker
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Felix Baker
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