X0202 4 2004-12-21 0000849043 NEUROGEN CORP NRGN 0001167692 SAXTON CRAIG 35 NE INDUSTRIAL RD. BRANFORD CT 06405 1 0 0 0 Common Stock 2004-12-21 4 A 0 25000 9.05 A 25000 D Stock Option (Right to Buy) 9.05 2004-12-21 4 A 0 75000 0 A 2004-12-31 Common Stock .025 Par Value Per Share 75000 0 D On 12/21/2004 the reporting person was granted an option to purchase 75,000 shares pursuant to the Issuer's Amended and Restated 2001 Neurogen Corporation Stock Option Plan and subject to shareholder approval of an amendment to the plan. The options vest in 48 equal monthly installments and expire 10 years from date of grant. Option was granted for no consideration. On 12/21/2004 the reporting person was awarded 25,000 shares of restricted stock pursuant to the issuer's Amended and Restated 2001 Neurogen Corporation Stock Option Plan and subject to shareholder approval of an amendment to the plan. The restricted stock vests after four years from grant date on 12/21/2008, provided that the reporting person is still a director of the company at such date. /s/Stephen R. Davis, by power of attorney 2004-12-23