8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

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


                                 DATE OF REPORT
              (DATE OF EARLIEST EVENT REPORTED): DECEMBER 14, 2001


                                  ZONAGEN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                         
               DELAWARE                                0-21198                              76-0233274
    (STATE OR OTHER JURISDICTION OF            (COMMISSION FILE NUMBER)        (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)



                        2408 TIMBERLOCH PLACE, SUITE B-4
                           THE WOODLANDS, TEXAS 77380
                              (ADDRESS OF PRINCIPAL
                                EXECUTIVE OFFICES
                                  AND ZIP CODE)

                                 (281) 719-3400
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)




ITEM 5. OTHER EVENTS

         On December 14, 2001, Zonagen, Inc. issued a press release announcing
that the preliminary interim results from the gross necropsies of both old and
young rats exposed to various doses of phentolamine suggests that phentolamine
does not induce or promote brown fat proliferations in the rat. This study was
initiated in November of 2000 in an attempt to resolve the FDA's concerns
regarding the appearance of brown fat proliferations in a prior two-year rat
study.

         The press release is filed as an exhibit to this Current Report on Form
8-K and is incorporated by reference herein.

ITEM 7.  EXHIBITS

         Exhibit 99.1 -- Press Release dated December 14, 2001.





                                   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.


                                       ZONAGEN, INC.

Date: December 14, 2001

                                       By:     /s/ Louis Ploth, Jr.
                                           ------------------------------------
                                               Louis Ploth, Jr.
                                               Vice President, Finance




                                  EXHIBIT INDEX



          Exhibit
          Number                    Description
          --------                  ------------
                        
            99.1           Press Release dated December 14, 2001.

EX-99.1

                                                                    EXHIBIT 99.1

Press Release

           ZONAGEN UPDATES VASOMAX MECHANISTIC BROWN FAT IN RATS STUDY

THE WOODLANDS, Texas--(BW HealthWire)--Dec. 14, 2001--Zonagen, Inc. (Nasdaq:ZONA
- - news; PCX:ZNG) announced today that the preliminary interim results from the
gross necropsies of both old and young rats exposed to various doses of
phentolamine suggests that phentolamine does not induce or promote brown fat
proliferations in the rat. No gross brown fat proliferations were observed
during the entire one-year period that the animals were administered the drug.
This study was initiated in November of 2000 in an attempt to resolve the FDA's
concerns regarding the appearance of brown fat proliferations in a prior
two-year rat study. As a result of those findings, the FDA placed Vasomax(R) on
clinical hold in the U.S., which was subsequently upgraded to a partial clinical
hold. Vasomax(R) is Zonagen's oral therapy for the treatment of erectile
dysfunction. The current mechanistic study was designed with the intention of
resolving the FDA's concerns, hopefully resulting in a lifting of the partial
clinical hold. The final assessment of the data from the study will take several
more months. Zonagen plans to submit the final results to the FDA during the
middle of 2002.

Joseph S. Podolski, President and CEO of Zonagen, said, "We are satisfied with
the interim results of the mechanistic study. However, it is important to
exercise caution in interpreting the effect this interim outcome will have on
the overall assessment by the FDA. Once the study is finalized, we will work
with our consultants to present a scientifically accurate interpretation of the
overall results. At that time, we can fully appreciate the impact that the data
will have on the clinical hold on Vasomax(R) in the U.S."

Zonagen, Inc. is engaged in the development of pharmaceutical products for the
reproductive system, including sexual dysfunction, vaccine adjuvants, products
for fertility and female health as well as urological applications, specifically
prostate cancer.

Any statements that are not historical facts contained in this release such as
interpretation of data and potential approval of phentolamine for use in the
United States or elsewhere, are forward-looking statements that involve risks
and uncertainties, including but not limited to those relating to the
uncertainties involving the Company's early stage of development, clinical trial
results and FDA approval in the U.S. and approval of regulatory authorities in
other jurisdictions, substantial dependence on one product, history of operating
losses, future capital needs and uncertainty of additional funding, uncertainty
of protection for patents and proprietary technology, litigation, governmental
regulation, limited sales and marketing experience and dependence on
collaborators, manufacturing uncertainties and reliance on third parties,
competition and technology change, product liability and availability of
insurance, and other risks identified in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, as filed with the Securities and
Exchange Commission.

Contact:
     Zonagen, Inc., The Woodlands
     Joseph S. Podolski, 281/719-3447