Filed pursuant to Rule 424(b)(3)
                                           Registration Statement No. 333-71026

PROSPECTUS

                       SYNAPTIC PHARMACEUTICAL CORPORATION

                        7,564,584 Shares of Common Stock

                            ------------------------

         This prospectus relates to the offer and sale, from time to time, of up
to 7,564,584 shares of our common stock by the selling stockholders listed on
page 12.

         Our common stock is traded on the National Market tier of the Nasdaq
Stock Market under the trading symbol "SNAP." On February 12, 2002, the last
reported sale price for our common stock on the Nasdaq National Market was $6.55
per share.

                            ------------------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 2.
                            ------------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer is not permitted.

                The date of this prospectus is February 14, 2002.



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ABOUT SYNAPTIC PHARMACEUTICAL CORPORATION..................................   1
RISK FACTORS...............................................................   2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS..................  11
USE OF PROCEEDS............................................................  12
SELLING STOCKHOLDERS.......................................................  12
PLAN OF DISTRIBUTION.......................................................  13
LEGAL MATTERS..............................................................  13
EXPERTS....................................................................  13
WHERE YOU CAN FIND MORE INFORMATION........................................  14
INCORPORATION BY REFERENCE.................................................  14


         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have not
authorized anyone else to provide you with different information. Neither the
delivery of this prospectus nor any distribution of the shares of our common
stock shall, under any circumstances, create any implication that there has been
no change in our affairs since the date of this prospectus.



                    ABOUT SYNAPTIC PHARMACEUTICAL CORPORATION

         We are a drug discovery company using our patented portfolio of G
protein-coupled receptors ("GPCRs") as the basis for developing new drugs for
the treatment of a variety of human disorders. GPCRs represent a class of human
receptors that is believed to comprise over 1,000 different human receptors
which, in turn, cause a broad range of physiological functions in the body.
Human receptors are protein molecules that exist on the surface membrane of all
cells and affect cell activity. They are associated with physiological functions
and, sometimes, disorders. We and our licensees conduct research to discover the
function of specific GPCRs in the human body and physiological disorders with
which they may be associated. We use this information to design compounds that
attach to and change the function of these GPCRs and that have the potential to
be developed into drugs to treat disorders with which the GPCRs are associated.
Our goal is to develop the compounds we design into commercially viable drugs.

         We were incorporated in the state of Delaware in 1987. Our principal
executive offices are located at 215 College Road, Paramus, New Jersey 07652,
and our telephone number is (201) 261-1331. References in this prospectus to
"we," "us," and "our" refer to Synaptic Pharmaceutical Corporation.

                                       1



                                  RISK FACTORS

         An investment in our securities involves a high degree of risk. You
should carefully consider the risks and uncertainties and other information in
this prospectus and in the documents incorporated by reference in this
prospectus before deciding to buy any of the securities being offered to you.
Our business, financial condition and results of operations could be harmed were
any the following risks or uncertainties to develop into actual events. In such
case, the value of our securities could decline and you might lose all or part
of your investment.

         OUR PRODUCTS ARE IN AN EARLY STAGE OF DEVELOPMENT, AND WE MAY NEVER
DEVELOP ANY COMMERCIALLY VIABLE PRODUCTS.

         It generally takes at least twelve years to discover and develop a new
drug. To date, neither we nor any of our licensees have developed any drugs
using our technology. We currently have approximately 30 GPCRS in various stages
of research or pre-clinical testing. We plan to initiate clinical testing of one
new compound each year commencing in the first quarter of 2002, when we began
Phase I clinical trials in our depression program. We believe that it will take
a minimum of five years, and perhaps longer, from the beginning of clinical
trials for any program to develop an approved drug, assuming the clinical trials
produce favorable results. We have no means of predicting when, or if, any of
our licensees will develop commercially available drugs using our GPCRS;
however, to our knowledge, none of our licensees are currently engaged in
clinical trials on any compounds developed with our technology.

         Numerous factors may preclude any of our products from being developed
into marketable drugs or any drugs we do develop from being commercially
successful. Any of these factors could require us to abandon any particular
product at any stage of development, notwithstanding the expenditure of large
amounts of time and money on the product. These factors include the following:

         Adverse Test Results. Research may show that a product is ineffective
or that it has harmful side effects during either pre-clinical testing or
clinical trials. The safety and efficacy of a therapeutic product under
development must be supported by extensive data from clinical trials. The
results of preclinical studies and initial clinical trials are not necessarily
predictive of results that will be obtained from later large-scale clinical
trials, and there can be no assurance that clinical trials of any product under
development will demonstrate the safety and efficacy of the product or will
result in a marketable product.

         Manufacturing Difficulties. Because the products that we and our
licensees are attempting to develop are at a very early stage of development, we
cannot now predict whether they can be manufactured at a cost or in quantities
necessary to support all of our future development efforts or to achieve
commercial viability. We have no manufacturing facilities and rely on third
parties to produce compounds for development, preclinical and clinical purposes.
Because each compound is unique, the cost and difficulty of producing any
particular compound can only be determined on a case-by-case basis for each
stage of development. If we are unable to contract for a sufficient supply of
compounds on acceptable terms, or if we should encounter difficulties in our
relationships with third party manufacturers, our preclinical and clinical
testing schedule would be delayed. If clinical trials of a product were
successful, we might consider shifting production of that product from a
contract manufacturer to a large pharmaceutical company for mass production.
Such a transfer would entail numerous technical difficulties, and, because none
of our potential products are sufficiently developed to consider mass
production, we cannot be certain that such a transfer could be arranged
successfully or on terms acceptable to the company.

         Marketing and Sales Capacity. Although we do not currently have any
marketable products, our ability to produce revenue ultimately depends on our or
our licensees ability to sell our products if and when they are approved by the
FDA. We currently have no marketing experience, sales force or distribution
capabilities. If we are unable to establish direct or indirect sales and
distribution capabilities, or are unsuccessful in gaining market acceptance for
licensing arrangements, we will not be able to generate revenue from our
products, even if they prove to be effective. If we enter into co-promotion or
licensing arrangements, our revenues will be dependent on the efforts of third
parties, and at this early stage of our product development, we cannot predict
whether any of these arrangements would be obtainable on acceptable terms or
would be successful.

                                       2



         Acceptance by Health Care Community. Any product we develop will be
successful only if it is accepted by the health care community. The degree of
acceptance of any product we develop by the health care community will depend on
a variety of factors, including the following:

-        our establishment and demonstration to the medical community of the
         clinical efficacy and safety of the product;

-        our ability to demonstrate that the product is superior to alternatives
         then on the market; and

-        the reimbursement policies of government and third-party payers with
         respect to the product.

         WE HAVE A HISTORY OF OPERATING LOSSES AND WE EXPECT OUR LOSSES TO
INCREASE AS A RESULT OF OUR STRATEGY OF INCREASING OUR INTERNAL DRUG DEVELOPMENT
EFFORTS.

         We have incurred significant operating losses since our inception in
January 1987. At September 30, 2001, our accumulated deficit was $80,136,000. We
incur losses because our research and development and general and administrative
expenses exceed the revenue we generate from our operating activities and
investments. Our net loss for the last three fiscal years and the interim
period, in thousands of dollars, was as follows:



        YEAR ENDED DECEMBER 31,                  NINE MONTHS ENDED SEPTEMBER 30,
        -----------------------                  -------------------------------
1998              1999             2000              2000              2001
----              ----             ----              ----              ----
                                                         
$6,493           $15,121          $13,859           $9,796           $15,347


         The rate at which we incur losses has increased over the past year as
we have increased our internal drug development efforts. We expect our rate of
loss to increase further as these efforts continue to result in increased
expenses from pre-clinical and clinical testing and reduced revenues from
collaborative arrangements. Our research and development expenses increased by
$2,232,000 for the nine months ended September 30, from $10,545,000 in 2000 to
$12,777,000 in 2001, due primarily to increases in pre-clinical testing costs
associated with our depression program. Costs for this program may increase
further as it moves into clinical trials in early 2002, and costs for other
programs will also increase as we accelerate our development efforts. At this
stage of product development, we cannot accurately predict how large these
increases will be, but we expect that they will be at least as much as, and
probably more than, the increases seen to date in our depression program.

         To date, our only material sources of operating revenue have been
license revenue, which generally has come in the form of one-time payments, and
contract revenue, which comes from collaborative arrangements. License revenue
is unpredictable, as it depends on the research activities and needs of
potential third party licensees, about which we have little knowledge. We do not
currently plan to enter into any new collaborative arrangements and therefore do
not expect any material increase in contract revenue for the foreseeable future.
The table below shows our license and contract revenue, in thousands of dollars,
for the past three fiscal years and the interim period:



                                  YEAR ENDED DECEMBER 31,                NINE MONTHS ENDED SEPTEMBER 30,
                                  -----------------------                -------------------------------
                          1998            1999           2000                2000             2001
                          ----            ----           ----                ----             ----
                                                                               
Contract Revenue         $7,202          $1,855         $1,086              $  804            $867
License Revenue          $2,000              --         $2,750              $2,667            $250


         We don't expect to achieve sufficient revenue to become profitable
unless and until we realize revenue from the sale of commercially successful new
drugs. This will not happen unless we or our licensees successfully complete
clinical trials with respect to a drug candidate, obtain regulatory approval for
that drug candidate and

                                       3



commercialize the resulting drug. As discussed above in the preceding risk
factor, this will not occur for a significant number of years and may never
occur.

         IF WE ARE UNABLE TO OBTAIN ADDITIONAL FINANCING IN THE FUTURE, WE MAY
NOT BE ABLE TO SUSTAIN OUR BUSINESS.

         As discussed above, we must expend capital to fund our operations, and
we expect our rate of capital expenditure to increase in the future. As of
September 30, 2001, we had $58,478,000 in cash, cash equivalents and marketable
securities, which we believe will be sufficient to fund operations at least
through the end of the year 2002. However, it is likely that we will need to
raise additional capital to fund our operations beyond that time. Because of the
uncertainties inherent in capital markets, we cannot be sure that additional
funds will be available on favorable terms or at all, or whether any funds
raised would be sufficient to permit us to continue to conduct our operations or
achieve profitability. Any further equity financing we do obtain could result in
additional dilution to our then existing stockholders. If adequate funds are not
available when we need them, we may never become profitable and we may be
required to curtail significantly or eliminate one or more of our drug
development programs, or to discontinue our operations all together.

         IF WE ARE UNABLE TO OBTAIN AND MAINTAIN PATENT PROTECTION FOR OUR
INTELLECTUAL PROPERTY, WE WILL BE UNABLE TO GROW OUR BUSINESS OR BECOME
PROFITABLE.

         Our success depends, in part, on our ability to establish, protect and
enforce our proprietary rights relating to our intellectual property. Our policy
is to seek, when appropriate, protection for our gene and compound discoveries
and other proprietary technology by filing patent applications in the United
States and in other countries. As of December 31, 2001, we had been granted 149
patents. Patent law as it relates to inventions in the biotechnology field is
still evolving, and involves complex legal and factual questions for which legal
principles are not firmly established. Accordingly, we cannot be certain that
patents will be granted with respect to any of our patent applications currently
pending in the United States or in other countries, or with respect to
applications filed by us in the future. If we do not receive patents on the
genes and compounds we develop, or if we are unable to enforce the patents we
have been granted, then our ability to profit from these developments may be
materially diminished.

         There is no clear policy regarding the breadth of claims allowed in
patents or the degree of protection they afford. We therefore cannot predict the
breadth or enforceability of claims allowed in the patents that have been issued
to us or in patents that may be issued to us in the future, nor can we be sure
that claims in our patents, either as initially allowed by the United States
Patent and Trademark Office or any of its non-United States counterparts or as
subsequently interpreted by courts inside or outside the United States, will be
sufficiently broad to allow us to profit from the genes and compounds we
discover.

         Patents issued to us may be infringed, invalidated or circumvented by
others, or the rights granted under our patents may not be commercially valuable
or provide competitive advantages to us or our licensees. A number of
pharmaceutical companies, biotechnology companies, universities and research
institutions have significantly expanded their gene discovery efforts in recent
years and have filed patent applications or received patents covering their gene
discoveries. Some of these applications or patents may be competitive with our
applications or conflict in certain respects with claims made under our
applications. We cannot predict whether, in the event of any conflict, we will
be in a priority position with respect to inventorship on any of these
applications. If we are not, then our ability to exploit the patents subject to
the conflict would be materially diminished.

         In some cases, litigation or other proceedings may be necessary to
assert infringement claims against others, to defend against claims of
infringement, to enforce patents issued to us, to protect trade secrets, our
know-how or other intellectual property rights, or to determine the scope and
validity of the proprietary rights of third parties. An adverse outcome in any
litigation or proceeding could subject us to significant liabilities, require us
to cease using the subject technology or require us to license the subject
technology from a third party, all of which could cause our costs to increase
and our revenues or potential revenues to decline. Any litigation could result
in substantial costs and divert our resources from drug development activities.

         In June 2000, we filed suit against M.D.S. Panlabs, Inc., a Washington
corporation, and Panlabs Taiwan Ltd., a Taiwanese corporation, alleging that
Panlabs had infringed several U.S. patents owned by us. In October

                                       4



2001, we amended this complaint to name Euroscreen, S.A., a Belgian corporation,
as a defendant, alleging that Euroscreen has been selling products that infringe
our patents and conspired with Panlabs to infringe our patents. An unfavorable
outcome in this litigation may have an adverse effect on our business.

         OUR DRUG DEVELOPMENT AND COMMERCIALIZATION EFFORTS MAY BE IMPAIRED BY
THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

         Our future success depends, in part, on our ability to operate without
infringing patents and proprietary rights of third parties. We are aware of a
large number of patents and patent applications of third parties that contain
claims to genes that code for G protein-coupled receptors or compounds that
interact with G protein-coupled receptors. Patents issued to others may preclude
us from using or licensing our technology or may preclude us and our licensees
from commercializing drugs developed with our technology. We have acquired
licenses to use certain technologies covered by patents owned by Stanford
University and the University of California, jointly, and by Columbia
University, and may be required to obtain additional licenses to patents or
other proprietary rights of other parties in order to pursue our own
technologies. We cannot be sure that, if required, we would be able to obtain
any additional licenses on acceptable terms, if at all. The failure to obtain
needed licenses could result in delays in our development efforts or those of
our licensees, or could preclude the development, manufacture or sale of some
products.

         OBTAINING AND MAINTAINING OUR PATENT RIGHTS IS EXPENSIVE AND COULD LEAD
TO HIGHER EXPENSES AND LARGER LOSSES.

         Our patents and patent applications may be challenged by way of
interference proceedings or opposed by third parties, and we may need to
participate in interference proceedings or oppose the patents or patent
applications of third parties in order to protect our rights. Interference and
opposition proceedings can be expensive to prosecute and defend. We are
currently involved in an interference proceeding at the United States Patent and
Trademark Office between one of our patent applications and an issued patent of
a third party. We cannot predict the outcome of the interference proceeding. If
the outcome is unfavorable to us, then we might not be able to practice the
subject matter of the relevant patent application in the United States.
Accordingly, an unfavorable outcome in the interference proceeding could have an
adverse effect on the company. Even if the eventual outcome of the interference
proceeding is favorable to us, our participation in will have resulted in
substantial costs to us.

         OUR COMPETITIVE POSITION WILL BE IMPAIRED IF WE ARE UNABLE TO MAINTAIN
THE CONFIDENTIALITY OF OUR TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.

         We rely upon trade secrets, proprietary know-how and continuing
technological advances to develop and maintain our competitive position. Our
business strategy requires us to share this information among our employees and
those of our licensees. If this confidential information becomes known to third
parties, whether through inadvertent disclosure or breach of a confidentiality
agreement or otherwise, the value of the information to us may be diminished as
well as our ability to develop competitive processes and products.

         WE FACE SUBSTANTIAL COMPETITION FROM MANY COMPANIES THAT HAVE
SIGNIFICANTLY GREATER RESOURCES THAN WE DO.

         We operate in a field in which new developments occur and are expected
to continue to occur at a rapid pace. Competition from biotechnology and
pharmaceutical companies, joint ventures, academic and other research
institutions and others is intense, and we expect it to increase. Because the
research and pre-clinical stages of the drug development process are highly
secretive precesses, we cannot be certain of who our competitors are or where
our drug discoveries stand in relation to theirs; however we believe many other
pharmaceutical and biotechnology companies, including Merck, Pfizer and Eli
Lilly, currently employ elements of our human receptor-targeted drug design
technology in their drug discovery efforts, we are aware that many
pharmaceutical and biotechnology companies including Arena Pharmaceuticals, 7TM
Pharma, and Norsk Biosciences are engaged in efforts to develop compounds that
interact with G protein-coupled receptor subtypes, including receptor subtypes
with which we are working. Our competitors include large biotechnology companies
and multinational pharmaceutical companies, including, in addition to those
identified above, G1axoSmithxline, Schering-Plough, and Bristol-Myers Squibb,
who may gain a competitive advantage over us because they employ greater
financial and other resources, including

                                       5



larger research and development staffs and more extensive marketing and
manufacturing organizations, than are available to us. We expect our competition
to increase, as many large pharmaceutical companies are now routinely performing
the types of research and services that have historically been performed by
smaller companies such as ours.

         We believe that every major pharmaceutical company, and numerous other
drug development companies, are attempting to develop drugs to treat the
disorders for which we are attempting to develop drugs. For example, Eli Lilly,
Merck, and Pfizer have announced that they are attempting to develop drugs to
combat obesity, depression, incontinence and diabetes. We believe that many of
these companies have products that are closer to market than ours. For example,
Merck has announced the commencement of clinical trials on a drug which, if
successful, will be used to treat depression. Our competitors will achieve a
significant competitive advantage if they complete clinical trials, obtain
required regulatory approvals or commence commercial sales of their drugs before
we achieve that stage of development with our products. Moreover, our
competitors may be able to develop technologies that circumvent our technology
or that are more effective than those that we develop or that render our
technology or drugs less competitive or obsolete. Our competitors may also be
able to obtain patent protection or other intellectual property rights that
would limit our ability to use or license our own technology or commercialize
the drugs we or our licensees develop.

         THE STRINGENT REGULATORY APPROVAL PROCESS FOR NEW DRUGS CREATES
SIGNIFICANT EXPENSES AND MAKES IT UNCERTAIN WHETHER ANY DRUGS WE OR OUR
LICENSEES MAY DEVELOP WOULD BE APPROVED FOR COMMERCIAL USE.

         The development, manufacturing and marketing of drugs are subject to
regulation by numerous Federal, state and local governmental authorities in the
United States, the principal one of which is the FDA, and by similar agencies in
other countries in which we may test and market the drugs we develop. The FDA
and comparable regulatory agencies in other countries impose mandatory
procedures and standards for the conduct of preclinical testing and clinical
trials and the production and marketing of drugs for human therapeutic use.
Product development and approval of a new drug are likely to take many years and
involve the expenditure of substantial resources.

         The steps required by the FDA before new drugs may be marketed in the
United States include:

         -        preclinical studies;

         -        the submission to the FDA of a request for authorization to
                  conduct clinical trials on an investigational new drug (IND);

         -        adequate and well-controlled clinical trials, including Phase
                  I, Phase II and Phase III trials, to establish the safety and
                  efficacy of the drug for its intended use;

         -        submission to the FDA of a New Drug Application (NDA); and

         -        review and approval of the NDA by the FDA before the drug may
                  be shipped or sold commercially.

         In the United States in particular, timetables for the various phases
of clinical trials and NDA approval cannot be predicted with any certainty. We,
our licensees or the FDA may suspend clinical trials at any time if it is
believed that individuals participating in the trials are being exposed to
unacceptable health risks. Even assuming that clinical trials are completed and
that an NDA is submitted to the FDA, there can be no assurance that the NDA will
be reviewed by the FDA in a timely manner or that once reviewed, the NDA will be
approved. The approval process is affected by numerous factors, including the
severity of the targeted indications, the availability of alternative treatments
and the risks and benefits demonstrated in clinical trials. The FDA may deny an
NDA if applicable regulatory criteria are not satisfied, or may require
additional testing or information with respect to the investigational drug. Data
obtained from preclinical and clinical activities are susceptible to varying
interpretations that could also delay, limit or prevent regulatory agency
approval. Even if initial FDA approval is obtained, further studies, including
post-market studies, may be required in order to provide additional data on
safety and will be required in order to gain approval for the use of a product
as a treatment for clinical indications other than those for which the product
was initially tested. The FDA will also require post-market reporting and may
require surveillance programs to monitor the side effects of the drug. Results
of post-marketing programs may limit further marketing of the drug. Further, if
there are any modifications to the drug, including changes in indication,
manufacturing process

                                       6



or labeling, an NDA supplement may be required to be submitted to the FDA.
Finally, delays or rejections may be encountered based upon changes in
regulatory agency policy during the period of drug development or the period of
review of any application for regulatory agency approval of a drug. Moreover,
because our present licensees are, and future licensees may be, responsible for
preclinical testing, clinical trials, regulatory approvals, manufacturing and
commercialization of some drugs, the ability to obtain and the timing of
regulatory approvals for these drugs may not always be within our control.

         Prior to the commencement of marketing a product in any other country,
approval by regulatory agencies in that country is required, regardless of
whether FDA approval has been obtained for the product. The requirements
governing the conduct of clinical trials and product approvals vary widely from
country to country, and the time required for approval may be longer or shorter
than the time required for FDA approval. Although there are procedures for
unified filings for some European countries, in general each country has its own
procedures and requirements.

         Delays in obtaining regulatory agency approvals could adversely affect
the marketing of any drugs we or our licensees develop, impose costly procedures
upon our activities, diminish any competitive advantages that we may attain and
adversely affect our ability to receive revenues or royalties. Because there are
numerous reasons that regulatory approval of any given product may be denied at
any stage of the development process, there is a material risk that, even after
the expenditure of significant time and money on a product, we will not obtain
all required regulatory agency approvals for that product. Moreover, even if
regulatory agency approval for a product is granted, the approval may entail
limitations on the indicated uses for which the product may be marketed.
Further, approved drugs and their manufacturers are subject to continual review,
and discovery of previously unknown problems with a drug or its manufacturer may
result in restrictions on the drug or manufacturer, including withdrawal of the
drug from the market. Regulatory agency approval of prices is required in many
countries, which could limit the revenues that we are able to realize from any
particular product.

         At present, none of our compounds have progressed beyond pre-clinical
studies. We submitted an IND application to the FDA for our depression program
in the fourth quarter of 2001 and began Phase I clinical trials on this program
in February 2002.

         WE COULD FACE PRODUCT LIABILITY CLAIMS THAT EXCEED OUR ABILITY TO PAY
THEM.

         Product liability risks are inherent in the testing, manufacturing and
marketing of human therapeutic products. The compounds we and our licensees are
investigating could prove to be injurious to humans. We are covered by clinical
trial insurance coinciding with the commencement of Phase I clinical trials of
the depression compound. If we are unable to obtain appropriate liability
insurance coverage for drugs developed by us or our licensees, we may be exposed
to product liability claims that we do not have the resources to pay. Large
liability claims could result in substantial losses and potentially force us to
discontinue operations.

         WE WILL NOT BE SUCCESSFUL IF WE ARE UNABLE TO ATTRACT AND RETAIN
SUFFICIENT QUALIFIED PERSONNEL.

         We rely on our management and scientific staff. We face intense
competition for personnel from, among others, biotechnology and pharmaceutical
companies, as well as academic and other research institutions. In addition, our
new business strategy requires us to hire employees with drug development
expertise and to manage aspects of the drug development process that we formerly
relied on our licensees to manage. If we lose the services of any key personnel,
or are unable to hire additional personnel with the right knowledge and skills,
then our drug development efforts may be delayed or disrupted.

         In November 2001, Robert Spence, our Chief Financial Officer for the
past twelve years, retired from the company effective January 2, 2002. Mr.
Edmund M. Caviasco, C.P.A., the Company's Controller, has assumed the
responsibilities of principal accounting officer from Mr. Spence.

         In November 2001, our board of directors implemented a CEO succession
plan pursuant to which it appointed a special committee to recruit a new
President and Chief Executive Officer. Kathleen P. Mullinix, the

                                       7



founder of the company, resigned as Chairman of the Board and will retire as
President, Chief Executive Officer and a Director upon the hiring of her
successor.

         Our business may experience some disruptions as we seek to hire and
transition to new senior management.

         OUR USE OF RADIOACTIVE MATERIALS EXPOSES US TO POTENTIAL LIABILITIES
AND SANCTIONS THAT COULD DISRUPT OUR OPERATIONS.

         Our activities involve the controlled use of radioactive compounds. We
are subject to local, state and Federal laws and regulations relating to
occupational safety, laboratory practices, the use, handling and disposition of
radioactive materials, environmental protection and hazardous substance control.
While complying with these requirements does not represent a material cost, we
do not maintain insurance for this particular risk and, despite compliance with
these requirements, we can not completely eliminate the risk of accidental
contamination or injury from the use, storage, handling or disposal of
radioactive compounds. Any accidental contamination or injury from these
materials could expose us to liability for damages or result in sanctions that
require us to delay or discontinue some or all of our operations.

         OUR STOCK PRICE IS HIGHLY VOLATILE, AND YOU COULD LOSE MONEY INVESTING
IN OUR STOCK EVEN IF WE MEET OUR PERFORMANCE GOALS.

         Historically, the market price for our common stock has been highly
volatile and subject to significant fluctuations both related and unrelated to
our operating performance. Relatively small purchases or sales of our common
stock can result in relatively large fluctuations in our stock price. In
addition, future announcements or events concerning us or our industry may have
a significant impact on the market price of our stock. Such announcements and
events could include, but are not limited to, the following:

         -        the results of research, development testing, or technological
                  innovations, either by us or others,

         -        the introduction of new commercial products, whether by us or
                  others,

         -        new government regulations or enforcement actions,

         -        developments in the protection of proprietary rights,

         -        litigation or the results of litigation,

         -        public concern as to the safety of our products or those of
                  others in our industry,

         -        the failure of operating results to meet expectations of
                  investors or public market analysts,

         -        fluctuations in our results of operations,

         -        changes in health care policy in the United Sates or other
                  countries,

         -        changes in analysts' recommendations regarding our stock, and

         -        changes in the pharmaceutical or biotechnology industry
                  generally.

                                       8



         The table below sets forth the high and low last trade prices for our
common stock as reported by The Nasdaq Stock Market for the periods indicated.



                                     1999                     2000                   2001
                                     ----                     ----                   ----
                              HIGH          LOW          HIGH      LOW         HIGH         LOW
                              ----          ---          ----      ---         ----         ---
                                                                         
1st Quarter                 19.2500       6.1667       16.5000    5.8125      6.7500       3.6875
2nd Quarter                  7.5000       4.5000        8.0000    4.5000      6.8000       3.8125
3rd Quarter                  9.0000       4.5000        7.3750    5.0938      6.4000       4.4600
4th Quarter                  7.2500       4.0000        7.3750    5.0000      6.0400       4.4000


         OUR RIGHTS PLAN AND PROVISIONS IN OUR CHARTER MAKE IT DIFFICULT FOR
STOCKHOLDERS TO REPLACE OUR EXISTING BOARD, WHICH COULD PREVENT A SALE OF OUR
COMPANY THAT IS DESIRABLE TO OUR STOCKHOLDERS.

         In November 1995, we adopted a stockholders' rights plan pursuant to
which one right to purchase 1/1000th of a share of our Series A Junior
Participating Preferred Stock is attached to each share of outstanding common
stock. The rights detach from the common stock and become exercisable on the
tenth business day following (i) the acquisition by a person or group of 15% or
more of our outstanding common stock or (ii) the announcement by a person or
group of an intention to acquire through tender or exchange offer 18& or more of
our outstanding common stock, in either case without the prior approval of our
board of directors.

         Our certificate of incorporation provides for our board of directors to
be divided into three classes of approximately equal size, with each class to be
elected for a three-year term at the annual meeting of stockholders at which
that class of directors term expires. Directors can be removed by the
stockholders only for cause and only with a vote of 60% of the outstanding
voting power. Accordingly, it would require two years to replace a majority of
the board of directors without cause. Any amendment or repeal of any of the
provisions of the certificate of incorporation which relate to the classified
board of directors or the removal of directors requires the affirmative vote of
at least 80% of the outstanding voting power of our stock and a majority of our
board of directors.

         Our certificate of incorporation and by-laws require approval of a
majority of the board of directors to call a special meeting of stockholders,
prohibit the stockholders from taking action by written consent and require
advance notice by stockholders of an intention to nominate persons for election
to the board of directors. In addition, the board of directors is authorized to
issue preferred stock without stockholder approval with whatever rights and
preferences the board may determine to be appropriate. The rights of the holders
of common stock will be subject to, and could be adversely affected by, the
rights of the holders of any preferred stock issued in the future.

         Our rights plan has the effect of making an acquisition of the company
prohibitively expensive for any potential acquiror not approved by the board of
directors. Under Delaware law, the board of directors has broad discretion in
determining whether or not to sell the company, even in circumstances where
stockholders consider a sale to be desirable. Thus, an acquiror not approved by
the board could be prevented from acquiring the company unless a majority of the
company's stockholders voted to replace a majority of the board with directors
that did approve the acquisition. As discussed above, it would take years to
replace a majority of the board of directors without cause. It would therefore
be very difficult for any third party to acquire our company without the consent
of our board, even in a transaction that stockholders believe to be favorable.
This could have the effect of depriving the owners of our common stock of the
opportunity to sell their shares at a premium over prevailing market prices in a
transaction proposed by a third party, where our board favors an alternative
transaction or believes that a sale of the company is not desirable.

                                       9



         WARBURG PINCUS, WHOSE INTERESTS MAY DIFFER FROM YOURS, EXERCISES
SUBSTANTIAL INFLUENCE OVER OUR MANAGEMENT AND POLICIES AND COULD PREVENT A SALE
OF THE COMPANY.

         Warburg Pincus Private Equity VIII, LP, our largest shareholder, holds
approximately 34.68 of the voting power of our outstanding capital stock.
Warburg Pincus has the right to appoint two of the nine members of our board of
directors and to approve the selection of a third member in consultation with
company management and the rest of the board. Warburg Pincus' interests may
differ from your interests, and Warburg Pincus may be in a position to influence
us to act in a way that is inconsistent with the interests of the public holders
of our common stock. Because of its large equity position, it is unlikely that
any transaction requiring shareholder approval, such as a sale of the company or
its assets or the election of directors, would be approved without Warburg
Pincus' consent. As the holder of a majority of our outstanding Series B and
Series C Convertible Preferred Stock, Warburg Pincus also has the right to veto
any future issuance of preferred stock that is senior to or at parity with our
Series B and Series C Preferred Stock. This could give Warburg Pincus the
ability to prevent us from raising capital in a private financing on terms
favorable to the holders of common stock.

         THE SALE OF SHARES BY THE SELLING SHAREHOLDERS COULD CAUSE A DECLINE IN
THE MARKET PRICE OF OUR COMMON STOCK.

         Sales or the potential for sales of a substantial number of shares of
our common stock in the public market could adversely affect its market price.
Upon the effectiveness of the registration statement of which this prospectus is
a part, there will be no restrictions on the right of the selling shareholders
to convert their preferred stock to common stock and sell it in the open market.
If all shares of our outstanding Series B and Series C Convertible Preferred
Stock were converted to common stock, we would have 18,517,187 shares of common
stock outstanding, of which 7,564,584 shares, or approximately 47%, would be
held by the selling shareholders.

                                       10



                         CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING STATEMENTS

         This prospectus contains forward-looking statements that involve risk
and uncertainties. The statements contained in this prospectus that are not
purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
When used in this prospectus, or in the documents incorporated by reference into
this prospectus, the words "anticipate," "believe," "estimate," "intend" and
"expect" and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual results,
performance, achievements, plans and objectives to differ materially from any
future results, performance, achievements, plans and objectives expressed or
implied by these forward-looking statements. Such risks, uncertainties and other
factors include those described under the heading "Risk Factors."

         You should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on
which it is made. New factors emerge from time to time, and it is not possible
for us to predict what factors will arise or when. In addition, we cannot assess
the impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

         For a discussion of important risks of an investment in our securities,
including factors that could cause actual results to differ materially from
results referred to in the forward-looking statements, see "Risk Factors." You
should carefully consider the information set forth under the caption "Risk
Factors." In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in or incorporated by reference in this
prospectus might not occur.

                                       11



                                 USE OF PROCEEDS

         This prospectus relates to shares of our common stock being offered and
sold for the accounts of the selling stockholders named in this prospectus. We
will not receive any proceeds from the sale of common stock by the selling
stockholders in this offering, but will pay certain expenses related to the
registration of the shares of the Common Stock. See "Plan of Distribution."

                              SELLING STOCKHOLDERS

         Based upon information available to us as of January 31, 2002, the
table below sets forth the name of each selling stockholder, and with respect to
each selling stockholder, the number of shares owned, the number of shares being
offered by this prospectus and the number and percent of outstanding shares that
will be owned after the sale of the registered shares, assuming all of the
shares are sold.

         The shares of common stock listed in the table represent shares of
common stock issuable upon conversion of shares of Series B Convertible
Preferred Stock and Series C Convertible Preferred Stock that we issued to the
selling shareholders in a private placement pursuant to a stock purchase
agreement dated August 2, 2001. In the stock purchase agreement, we agreed to
file, within ten days after the final closing under the stock purchase
agreement, a registration statement to enable the resale by the selling
stockholders of all shares of common stock issuable upon conversion of the share
of preferred stock acquired from us in the private placement, and to use our
reasonable best efforts to have the registration statement declared effective by
the Securities and Exchange Commission within 60 days after filing and to keep
it effective, subject to certain blackout periods, for a period of two years or,
if earlier, until all shares have been sold by the selling stockholders or can
be sold without the volume restrictions of Section 144 (e) of the Securities
Act.



                                             Shares Beneficially                               % of Class after
                                             Owned Prior to the          Shares Being         Completion of this
Name                                              Offering                  Offered                Offering
----                                              --------                  -------                --------
                                                                                     
Warburg Pincus Private
   Equity VIII, L.P. (1)                        6,429,923 (2)              6,429,923                   *
Ziff Asset Management, L.P. (3)                 1,107,015 (4)              1,107,015                   *
David Hirsh (5)                                   27, 646 (6)                 27,646                   *


-------------------------------
* Less than 1%.

(1)      Warburg, Pincus & Co. is the sole general partner of Warburg Pincus
         Private Equity VIII, L.P. ("WP VIII"). WP VIII is managed by Warburg
         Pincus LLC. Lionel I. Pincus is the managing partner of Warburg Pincus
         & Co. and the managing member of Warburg Pincus LLC and may be deemed
         to control both entities. Jonathan S. Leff, a member of our board of
         directors, is a general partner of Warburg, Pincus & Co. and a managing
         director of Warburg Pincus LLC. Stewart J. Hen, a member of our board
         of directors, is a vice president of Warburg Pincus LLC. Mssrs. Leff
         and Hen disclaim beneficial ownership (within the meaning of Rule 16a-1
         under the Exchange Act) of all shares held by Warburg Pincus.

(2)      Represents shares of common stock issuable upon conversion of 9,398
         shares of our Series B Convertible Preferred Stock and 25,452 shares of
         our Series C Convertible Preferred Stock.

(3)      Ziff Asset Management, L.P. is controlled by PBK Holdings, Inc., its
         general partner, which is controlled by Philip B. Korsant. Ziff Asset
         Management, L.P. is the sole investor in BVF Investments, L.L.C. BVF
         Investments, L.L.C. is controlled by BVF Inc. BVF Inc., through
         controlled affiliates including BvF Investments, beneficially owns
         approximately 14.8 of our outstanding common stock. Ziff Asset
         Management has no control of the voting or disposition of the shares
         held by BvF Investments or any other affiliate of BVF Inc. and
         disclaims beneficial ownership of all such shares.

(4)      Represents shares of common stock issuable upon conversion of 1,618
         shares of our Series B Convertible Preferred Stock and 4,382 shares of
         our Series C Convertible Preferred Stock.

(5)      David Hirsh is a member of the technical advisory board of Warburg
         Pincus LLC.

(6)      Represents shares of common stock issuable upon conversion of 40 shares
         of our Series B Convertible Preferred Stock and 4,382 shares of our
         Series C Convertible Preferred Stock.

                                       12



                              PLAN OF DISTRIBUTION

         The shares of our common stock offered pursuant to this prospectus may
be offered and sold from time to time by the selling shareholders, or their
donees, transferees, pledgees or other successors in interest that receive such
shares as a gift or other non-sale related transfer. Each selling shareholder
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. All or a portion of the common stock offered by
this prospectus may be offered for sale from time to time on The Nasdaq National
Market or on one or more exchanges, or otherwise at prices and terms then
obtainable, or in negotiated transactions. The distribution of these securities
may be effected in one or more transactions that may take place on the over-the-
counter market, including, among others, ordinary brokerage transactions,
privately negotiated transactions or through sales to one or more dealers for
resale of such securities as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the selling shareholders.

         We will not receive any part of the proceeds from the sale of common
stock. The selling shareholders and intermediaries through whom such securities
are sold may be deemed "underwriters" within the meaning of the Securities Act,
in which event commissions received by such intermediaries may be deemed to be
underwriting commissions under the Securities Act. We will pay all expenses of
the registration of securities covered by this prospectus. The selling
shareholders will pay any applicable underwriters' commissions and expenses,
brokerage fees or transfer taxes. A selling shareholder may, in the future, also
sell the shares of common stock offered pursuant to this prospectus in
accordance with Rule 144 under the Securities Act, or other available exemption,
rather than pursuant to this prospectus.

                                  LEGAL MATTERS

         The validity of the common stock offered hereby has been passed upon
for us by Baker Botts L.L.P., New York, New York.

                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited our financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2000, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.

                                       13



                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

         This prospectus, which constitutes a part of a registration statement
on Form S-3 filed by us with the SEC under the Securities Act, omits certain of
the information set forth in the registration statement. Accordingly, you should
refer to the registration statement and its exhibits for further information
with respect to us and our common stock. Copies of the registration statement
and its exhibits are on file at the offices of the SEC. Furthermore, statements
contained in this prospectus concerning any document filed as an exhibit are not
necessarily complete and, in each instance, we refer you to the copy of the
document filed as an exhibit to the registration statement.

                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information in
documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus. We incorporate by reference the
documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the selling
stockholders sell all of the shares offered by this prospectus:

         -        Our Annual Report on Form 10-K for the year ended December 31,
                  2000 filed with the SEC on March 23, 2001;

         -        Our Quarterly Report on Form 10-Q for the quarter ended March
                  31, 2001 filed with the SEC on May 14, 2001;

         -        Our Quarterly Report on Form 10-Q for the quarter ended June
                  30, 2001 filed with the SEC on August 14, 2001;

         -        Our Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 2001 filed with the SEC on November 13, 2001;

         -        Our Current Report on Form 8-K filed with the SEC on August 6,
                  2001;

         -        Our Current Report on Form 8-K filed with the SEC on September
                  28, 2001;

         -        Our Current Report on Form 8-K filed with the SEC on November
                  27, 2001; and

         -        The description of our Common Stock contained in the
                  registration statement on form 8-A filed with the SEC on
                  December 4, 1995.

         You may request a copy of any of these filings at no cost, by writing
or telephoning us at the following address:

                       Synaptic Pharmaceutical Corporation
                                215 College Road
                            Paramus, New Jersey 07652
                                 (201) 261-1331

                                       14