COCENSYS INC
8-K, 1998-08-05
PHARMACEUTICAL PREPARATIONS
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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549


                                   _______________



                                       FORM 8-K



                                    CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


          Date of report (Date of earliest event reported):  JULY 31, 1998
                                                             -------------


                                    COCENSYS, INC.
                                    --------------
                  (Exact Name of Registrant as Specified in Charter)



DELAWARE                              0-20954                        33-0538836
- --------                              -------                        ----------
(State or Other                     (Commission                   (IRS Employer
Jurisdiction of                      File Number)            Identification No.)
Incorporation)



201 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA                                  92618
- ----------------------------------------                                  -----
(Address of Principal Executive Office)                               (Zip Code)



         Registrant's telephone number, including area code: (949) 753-6100
                                                             --------------

                                     PAGE 1 OF 4

                            EXHIBIT INDEX BEGINS ON PAGE 2

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ITEM 5.   OTHER EVENTS.

Attached hereto as Exhibit 99.1 is a copy of a Press Release issued on behalf of
the Registrant announcing that G.D. Searle & Co. has decided not to participate
further in the development of Registrant's proprietary compounds for treatment
of insomnia.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  EXHIBITS.  The following exhibits are attached to this Current
               Report on Form 8-K:

                                                                      Sequential
          Exhibit        Description                                  Page Start
          -------        -----------                                  ---------
          99.1      Press Release entitled "CoCensys and Searle End        3
                    Collaboration on Development of Insomnia Treatment"
                    dated July 31, 1998


                                      SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   COCENSYS, INC.
                                   (Registrant)


Date:  August 3, 1998              By:  /s/ Peter E. Jansen
                                        --------------------------------------
                                        Peter E. Jansen, Vice President and
                                        Chief Financial Officer




                                     PAGE 2 OF 4

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Contact:  F. Richard Nichol, Ph.D.                Marcia Kean or
          President & Chief Executive Officer     Lucy Morrison
          COCENSYS, INC.                          FEINSTEIN KEAN PARTNERS
          949/753-6100                            617/577-8110

          Joann L. Data, M.D., Ph.D.
          Executive Vice President, Product
          Development and Regulatory Affairs
          COCENSYS, INC.
          949/753-6100


      COCENSYS AND SEARLE END COLLABORATION ON DEVELOPMENT OF INSOMNIA TREATMENT

         COCENSYS CONTINUES TO FOCUS ON GANAXOLONE, LEAD PRODUCT FOR MIGRAINE

IRVINE, California/PR Newswire/July 31, 1998 - CoCensys, Inc. (Nasdaq: COCN)
announced today that G.D. Searle & Co., a wholly-owed subsidiary of Monsanto
Company, has decided not to participate further in the development of CoCensys'
proprietary compounds for treatment of insomnia.  CoCensys retains all of its
rights to the compounds in this program.  CoCensys intends to continue research
and development of its compounds to treat insomnia and will consider seeking a
new partner for the program in the future.

"CoCensys has studied CCD 3693, our lead compound for insomnia, in a limited
series of human trials designed to assess the safety of the compound.  No
serious adverse events have been reported, and the data from this series of
trials has provided valuable information regarding the neuro-pharmacological
activity of this compound," said F. Richard Nichol, Ph.D., President and Chief
Executive Officer of CoCensys.  "With the information that we have obtained
through our collaboration with Searle, we are well positioned to move forward
with this program," Dr. Nichol added.

CCD 3693 and the back-up compounds are synthetic versions of naturally occurring
neuroactive compounds known as epalons that bind to the GABAA receptors in the
brain. "CCD 3693 is one of the initial epalons developed by CoCensys.  In the
Phase I studies of this compound, we found no cardiovascular or other adverse
side effects, and high doses were extremely well-tolerated.  We are encouraged
by the safety profile that continues to emerge on epalons," said Joann L. Data,
M.D., Ph.D., CoCensys' Executive Vice President, Product Development and
Regulatory Affairs.


                                     PAGE 3 OF 4
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COCENSYS AND SEARLE END COLLABORATION ON DEVELOPMENT OF INSOMNIA TREATMENT
July 31, 1998
Page Two

"CoCensys continues to have strong confidence in epalons, based on the emerging
clinical profile, and we are adhering to our core strategy of expediting the
development of ganaxolone for migraine.  We started a second Phase II clinical
trial of ganaxolone for migraine and both enrollment in the trial and dosing are
progressing rapidly," Dr. Nichol added.  "We remain clearly focused on our
mission of advancing the development of epalon-based therapeutics for
neurological and psychiatric disorders."

CoCensys is a biopharmaceutical company that discovers and develops products to
treat neurological and psychiatric disorders.  The Company's product development
programs focus on novel small molecule compounds for the treatment of migraine,
epilepsy, anxiety, insomnia, stroke, Parkinson's, neurodegenerative diseases and
neuropathic pain.  More information about the Company is available on its web
site:  http://www.cocensys.com.

This press release includes forward looking statements that involve a high
degree of technological, regulatory and competitive risks and uncertainties
inherent to early stage biopharmaceutical companies.  Actual results may differ
due to a number of factors, including the fact that preclinical testing and
clinical trial results are not necessarily predictive of whether future testing
and trials will replicate or confirm these results or whether a therapeutic
agent will succeed in subsequent clinical trials or be approved by the FDA or
other regulatory agency as a drug, as well as those factors that are more fully
discussed in the Company's most recent Form 10-K and Form 10-Q.

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