1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended: MARCH 31, 1999                    Commission File No. 0-19193



                          CAMBRIDGE NEUROSCIENCE, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)



         DELAWARE                                             13-3319074 
         --------                                             ----------
(State or other jurisdiction of                       (I.R.S. Employer I.D. No.)
 incorporation or organization)



                        ONE KENDALL SQUARE, BUILDING 700
                               CAMBRIDGE, MA 02139
                        --------------------------------
           (Address of principal executive offices including zip code)


                                  617-225-0600
                                  ------------
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes X     No
                                       ---        ---    

At April 30, 1999, 18,099,785 shares of Common Stock, par value $.001 per share,
were issued and outstanding.




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                          CAMBRIDGE NEUROSCIENCE, INC.


                                      INDEX
                                      ----- 



                                                                                           PAGE
PART I - FINANCIAL INFORMATION                                                            NUMBER
- ------------------------------                                                            ------

                                                                                        
ITEM 1 - FINANCIAL STATEMENTS (unaudited)

     Condensed Consolidated Balance Sheets
        at March 31, 1999 and December 31, 1998                                              3
   
     Condensed Consolidated Statements of Operations for the
        three months ended March 31, 1999 and 1998                                           4

     Condensed Consolidated Statements of Cash Flows
        for the three months ended March 31, 1999 and 1998                                   5

     Notes to Condensed Consolidated Financial Statements                                  6 - 7

ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                     7 - 12

ITEM 3 -  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                         12

PART II - OTHER INFORMATION
- ---------------------------

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                                   13

SIGNATURES                                                                                  14
















                                       2
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                          CAMBRIDGE NEUROSCIENCE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)


                    
                                                           MARCH 31,            DECEMBER 31,
                                                             1999                  1998         
                                                           ---------            ------------    
                          Assets                          (Unaudited)              (Note)

                                                                           
Current Assets
    Cash and cash equivalents                              $   5,004             $  4,863
    Marketable securities                                      7,264                7,037
    Receivables from collaboration agreements                    212                2,080
    Prepaid expenses and other current assets                    885                1,260
                                                           ---------             --------
Total Current Assets                                          13,365               15,240

Equipment, Furniture and Fixtures, net                           329                  377
                                                           ---------             --------

Total Assets                                               $  13,694             $ 15,617
                                                           =========             ========


           Liabilities and Stockholders' Equity

Current Liabilities
    Accounts payable and accrued expenses                  $     962             $  1,637
    Research and development advances                              -                  250
                                                           ---------             --------
Total Current Liabilities                                        962                1,887

Stockholders' Equity
    Preferred stock, par value $.01, 10,000
      shares authorized; none issued                               -                    -
    Common stock, par value $.001, 30,000
      shares authorized; 18,100 shares issued
      and outstanding at March 31, 1999;                                    
      18,085 at December 31, 1998                                 18                   18
    Additional paid-in capital                               120,096              120,088
    Accumulated deficit                                     (107,382)            (106,376)
                                                           ---------             --------
Total Stockholders' Equity                                    12,732               13,730
                                                           ---------             --------
                                                                 
Total Liabilities and Stockholder' Equity                  $  13,694             $ 15,617
                                                           =========             ========
                                                                                            

                                                   


Note: The balance sheet at December 31, 1998 has been derived from the audited
  financial statements at that date, but does not include all of the information
  and footnotes required by generally accepted accounting principals for
  complete financial statements.

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.



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                          CAMBRIDGE NEUROSCIENCE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)




                                                                       THREE MONTHS ENDED MARCH 31,
                                                                 -----------------------------------------
                                                                      1999                     1998
                                                                 ----------------        -----------------

                                                                                       
Revenues
     Research and development                                       $   382                  $   301

Operating expenses                                                      
     Research and development                                         1,239                    2,332
     General and administrative                                         319                      513
     Restructuring cost                                                  --                      921
                                                                     ------                  -------
                                                                      1,558                    3,766
                                                                     ------                  -------

Loss from operations                                                 (1,176)                  (3,465)
Interest income                                                         170                      521
                                                                     ------                  -------
Net loss                                                            $(1,006)                 $(2,944)
                                                                    =======                  =======
Basic and diluted net loss per common share                         $ (0.06)                 $ (0.16)
                                                                    =======                  =======
                                                                        
Shares used in computing basic and diluted net                          
 loss per share                                                      18,100                   17,891
                                                                    =======                  =======
                                                                        
                                                            




          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.



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                          CAMBRIDGE NEUROSCIENCE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)



                                                                       THREE MONTHS ENDED MARCH 31,
                                                                 -----------------------------------------
                                                                      1999                    1998
                                                                 ----------------        -----------------

                                                                                       
Operating Activities
    Net loss                                                           $(1,006)                $(2,944)
    Items not requiring cash:
     Depreciation and amortization                                          48                      93
     Common stock issued pursuant to an                              
      Employee benefit plan                                                 --                      53
                                                                       -------                 -------
                                                                          (958)                 (2,798)
   
Changes in current assets and liabilities:
     Receivables from collaboration agreements                           1,868                      -- 
     Prepaid expenses and other current assets                             375                     902
     Accounts payable and accrued expenses                                (675)                   (581)
     Research and development advances                                    (250)                   (250)
                                                                       -------                 ------- 
                                                                         1,318                      71
                                                                       -------                 -------
      Cash provided by (used for) operating activities                     360                  (2,727)

Investing Activities
     Purchases of marketable securities                                 (1,840)                 (4,977)
     Sales of marketable securities                                      1,613                  25,538
     Purchases of equipment, furniture and
      Fixtures, net of disposals                                            --                     (10)
                                                                       -------                 -------
      Cash (used for) provided by investing activities                    (227)                 20,551

Financing Activities
     Sale of common stock                                                    8                      38
                                                                       -------                 -------
                                                               
      Cash provided by financing activities                                  8                      38

Net Increase in Cash and Cash Equivalents                                  141                  17,862

Cash and Cash Equivalents at beginning of period                         4,863                  12,020
                                                                       -------                 -------
Cash and Cash Equivalents at end of period                             $ 5,004                 $29,882
                                                                       =======                 =======




          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.




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                          CAMBRIDGE NEUROSCIENCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     BASIS OF PRESENTATION

       The accompanying unaudited condensed consolidated financial statements as
of March 31, 1999 and for the three-month periods ended March 31, 1999 and 1998
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying consolidated financial statements
include all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of the financial position, results of operations and
cash flows for the periods presented. The results of operations for the interim
period ended March 31, 1999 are not necessarily indicative of the results
expected for the full fiscal year.

       The consolidated financial statements presented as of December 31, 1998
are derived from the audited consolidated financial statements and footnotes
included in the Company's Annual Report on Form 10-K (file number 0-19193).

       Cambridge NeuroScience, Inc. (the "Company") is a biopharmaceutical
company engaged in the discovery and development of proprietary pharmaceuticals
to prevent or treat severe disorders of, or injuries to, the nervous system.

2.     BASIC AND DILUTED NET LOSS PER SHARE

       Net loss per share is based on the weighted-average number of common
shares outstanding during each of the periods presented. Due to the fact that
the Company continues to be in a net loss position, common equivalent shares
from stock options are excluded as their effect is antidilutive.

3.     RESEARCH AND DEVELOPMENT REVENUE

       The Company recognizes research and development revenue as earned and
such revenue represents reimbursement of the Company's expenditures pursuant to
the terms of its collaboration and license agreements and government grants.
Research and development revenue is defined as earned when all of the following
have occurred: all obligations of the Company relating to the revenue have been
met; the amounts are not refundable irrespective of whether the research efforts
are successful; and, the Company is not obligated to meet future milestones.
Revenue from government grants is recorded as earned based on performance
requirements of each respective grant. Expenses relating to collaboration and
license agreements and to the performance of government grants are recorded as
research and development expenses. Cash received in advance of research and
development performed pursuant to the Company's research and development
agreements is designated as research and development advances and is included in
current liabilities.

       In November 1996, the Company entered into a collaboration agreement with
Allergan, Inc. ("Allergan") for the development of treatments for ophthalmic
disorders, including glaucoma. Pursuant to this agreement, Allergan is providing
$3.0 million in research funding over a three year period through November 1999.

       In December 1998, the Company entered into a collaborative agreement with
Bayer AG ("Bayer") for the development of recombinant human Glial Growth Factor
2 ("GGF2") for the treatment of neurodegenerative diseases such as multiple
sclerosis. In exchange for exclusive worldwide





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                          CAMBRIDGE NEUROSCIENCE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


manufacturing and marketing rights to the compound, the Company received an
upfront licensing fee of $1.0 million, which was recognized as revenue in 1998,
and will receive reimbursement for costs relating to a research protocol covered
by the agreement of up to $1.0 million, of which $580,000 was recognized as
revenue in 1998 and $132,000 has been recognized as revenue in the first quarter
of 1999.

4.     NEW ACCOUNTING PRINCIPLE

       In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging ("FAS 133"), which is
effective for fiscal years beginning after June 15, 1999. The Company believes
the adoption of this new accounting standard will not have a significant effect
on its financial statements.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 AND 1998

Revenues

       Research and development revenues in the three months ended March 31,
1999 increased by $81,000 compared to the first quarter of 1998. This increase
was due to revenue earned under a collaboration with Bayer, which was entered
into in December 1998, partially offset by the absence of revenue under
federally funded research grants.

       Revenue for the first quarter of 1999 was comprised of $132,000 under the
Bayer collaboration, and $250,000 under the Allergan collaboration. The Allergan
revenue earned is comparable with that in the first quarter of 1998.

Operating Expenses

       Total operating expenses in the first three months of 1999 decreased by
$2.2 million compared to the same period in 1998, a decrease of 59%. This
decrease was the result of a corporate restructuring and related workforce
reduction in March 1998. During the first quarter of 1998, the Company employed
60 full-time employees. As of March 31, 1999, the Company employed 17 full-time
employees. Total operating expenses in the first quarter of 1998 included
$921,000 of restructuring costs, consisting primarily of severance and related
benefits relating to the reduction in workforce.

       Research and development and General and administrative expenses
decreased by $1.1 million and $194,000, respectively, from the first quarter of
last year. These decreases resulted primarily from the restructuring and
workforce reduction described above.

Interest Income

       Interest income for the quarter ended March 31, 1999 was lower by
$351,000 than that in the same period in 1998, as a result of lower cash, cash
equivalents and marketable securities available for investment, due primarily to
a dividend payment of $17.9 million to shareholders in April 1998 and cash used
for operating purposes.




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                          CAMBRIDGE NEUROSCIENCE, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS, CONTINUED

Net Loss Per Share

       For the quarter ended March 31, 1999, the Company had a net loss of $1.0
million or $0.06 per share, compared to a net loss of $2.9 million or $0.16 per
share in the same period in 1998. The decrease in net loss and net loss per
share reflects a decrease in operating expenses, partially offset by a decrease
in interest income.

LIQUIDITY AND CAPITAL RESOURCES

       At March 31, 1999, the Company had cash, cash equivalents and marketable
securities of $12.3 million, compared to $11.9 million at December 31, 1998, an
increase of $400,000. The increase was the result of receipts of $2,000,000,
primarily from the Bayer agreement, partially offset by primarily the net loss
of $1.0 million and a decrease of $675,000 in Accounts payable and accrued
expenses during the first quarter of 1999.

       In December 1998, the Company and Bayer entered into an agreement whereby
Bayer licensed the development and manufacturing rights to GGF2, for the
treatment of multiple sclerosis and peripheral neuropathies. In exchange, the
Company received a $1.0 million license fee in January 1999, and will receive up
to $1.0 million for reimbursement of costs under a research protocol covered by
the agreement. To-date, the Company has received $500,000 of this $1.0 million
and anticipates receiving the remaining $500,000 during 1999. The Company also
may receive up to $24 million in milestone payments. However, there can be no
assurance as to when or if any milestones will be achieved. Under terms of the
agreement, Bayer is responsible for the manufacture and development of GGF2, and
all costs associated therewith. Bayer may terminate this agreement at any time
upon 120 days written notice.

       Pursuant to a collaborative agreement with Allergan, the Company is to
receive up to $1.0 million per year in research funding through November 1999.
Through March 31, 1999, the Company has received $2.4 million pursuant to this
funding arrangement, of which $250,000 was recognized as revenue in the first
quarter of 1999. Under this agreement, Allergan is responsible for the
development of potential products and will bear all associated costs. The
collaboration also provides that the Company may receive up to an additional
$18.5 million upon the achievement of certain milestones. However, there can be
no assurance as to when or if these milestones will be achieved. Allergan may
terminate this agreement upon six months prior written notice.

       In December 1996, the Company formed a subsidiary, Cambridge NeuroScience
Partners, Inc. (CNPI), to pursue the development of treatments for Alzheimer's
disease and other neurological disorders. CNPI entered into a collaboration
agreement with the J. David Gladstone Institutes (Gladstone). Pursuant to this
collaboration, Gladstone is conducting a research program over a three year
period for which CNPI is providing $1.25 million in funding per year through
December 1999. The Company owns 80% of the outstanding stock of CNPI and has
guaranteed CNPI's obligations with respect to its collaboration with Gladstone.
To date, the minority shareholders have not made equity investments in CNPI. As
a result, the entire net loss of CNPI has been attributed to the Company.

       During the first quarter of 1999, the Company and two leading stroke
research groups designed a new Phase III clinical trial for aptiganel, the
Company's lead stroke candidate, focused on a subset of the





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                          CAMBRIDGE NEUROSCIENCE, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS, CONTINUED


stroke patient population. The Company is pursuing opportunities for funding
further development of aptiganel, including corporate collaborations and/or
government funding. Further development of aptiganel may require substantial
expenditures by the Company, and require the Company to reduce spending on its
other research programs. There can be no assurance that further development of
aptiganel will occur or that funding for such development will be available or
sufficient to complete such development.

       The Company is continuing to evaluate alternatives for maximizing
shareholder value, which may include the sale of some or all of the Company's
technology and other assets or a merger with another company.

       The Company believes that its cash, cash equivalents and marketable
securities as of March 31, 1999 will be sufficient to maintain operations into
2000.

YEAR 2000 PROBLEM

       The Company is aware of the issues that many computer systems will face
as the year 2000 approaches. These issues are the result of computer programs
having been written using two digits rather than four digits to define the
applicable year. Any computer hardware and software that have time-sensitive
operating data may recognize a date of "00" as the year 1900 rather than the
year 2000, resulting in system failures or miscalculations.

State of Readiness

       The following paragraphs describe the Company's state of readiness
relating to the year 2000 issue. This includes the Company's formal plan for
addressing the issue, a review of progress made to date, and the estimated dates
for completion of each phase of the plan.

       The terminology "In-house Systems", will be used in the discussion, and
is defined as the Company's: i.) computer hardware and software, ii.)
computer-aided laboratory equipment, and iii.) computer-aided office equipment,
including telephones and security. All of these items were purchased from third
party manufacturers or suppliers. The Company has no internally manufactured or
developed computers or computer-related hardware or software.

       The Company's evaluation of the year 2000 issue covers both: i.) In-house
Systems, and ii.) service providers. The Company's plan with respect to its
In-house Systems is comprised of three phases: inventory and assessment;
remediation; and testing and implementation.

Inventory and Assessment:

       The inventory and assessment phase of this process involves the
identification of all of the Company's In-house Systems and determining which of
them may be impacted by the year 2000 problem and require repair, upgrade or
replacement. This entails performing initial tests of each component of hardware
and software and/or asking manufacturers of such components whether their
systems are currently year 2000 compliant or whether they require modification
to become compliant.




                                       9


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                          CAMBRIDGE NEUROSCIENCE, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS, CONTINUED

       As of March 31, 1999, the Company had completed approximately 95% of its
inventory and assessment. The Company has completed the inventory and assessment
of its personal and network computers, its general operating software, its
accounting and administrative software, and its computer-aided office equipment
and systems. The Company has completed an inventory and has essentially
completed the assessment of its laboratory equipment. The inventory and
assessment of all systems is expected to be completed by May 31, 1999.

       Based on the results of the inventory and assessment, approximately half
of the Company's laboratory equipment is not expected to be affected by the year
2000 problem. The majority of the Company's personal and network computers and
operating systems did require minor repair or upgrade in order to become
compliant, and certain of the Company's office equipment and administrative
software also required upgrade.

Remediation:

       Remediation entails repairing, upgrading or replacing equipment or
software that is not compliant. Remediation of all personal and network
computers and operating systems has been completed. Remediation of non-compliant
laboratory equipment, office systems, and administrative software is
approximately 75% complete, and is scheduled to be completed by June 30, 1999.

Testing and Implementation:

       This will include testing all repaired, replaced and new In-house Systems
to determine that they are working properly and adequately address the year 2000
issues identified. All personal and network computers and operating systems have
been tested and are deemed compliant. The Company expects to complete this phase
of its year 2000 plan and have all systems fully operational by September 1999.

Third-Party Service Providers:

       The Company's major service providers that may be impacted by the year
2000 issue are as follows: i.) banks and financial institutions, ii.)
administrative services such as transfer agent and payroll agent, iii.) utility
services such as electricity, heat, water and phone, and iv.) external research
and development services.

       To evaluate the readiness of its third-party service providers, the
Company has contacted and reviewed written literature from each provider to
ascertain whether the services they provide are at risk of being non-compliant,
whether the providers are addressing this issue and what their plans are for
resolving any issues. To date, the Company has completed the assessment of
approximately 90% of its third-party service providers, but is still awaiting
letters of compliance from some. The Company is monitoring the progress of each
service provider. The identification of alternative vendors of services is being
considered in the course of this process and in the development and
implementation of a contingency plan.

Costs

       Based on the assessment to date of existing systems, the Company does not
expect to incur material costs to evaluate and resolve any year 2000 problems.
The Company may contract with outside






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                          CAMBRIDGE NEUROSCIENCE, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS, CONTINUED

consultants at various times during this process to ensure the timely completion
of the project. The Company expects to upgrade or replace certain systems
supporting the administrative functions and facilities and may have to replace
some of the software or equipment used in its research operations. Based on
information available at this time, the Company estimates that it will spend
between $25,000 and $50,000 to complete the process of resolving the year 2000
problem. These expenditures will be funded from existing cash resources and will
not have a material impact on the amount of funds available for other operating
purposes. The Company has not incurred material outside costs to date related to
repairing, upgrading or replacing equipment to become compliant. The actual
costs to be incurred by the Company will depend on a number of factors which
cannot be accurately predicted, including the availability and cost of
consultants and the extent and difficulty of the remediation and other work to
be done.

Risks

       In the event that the Company does not complete any additional tasks
relating to the year 2000 issue, the Company may experience interruptions or
inaccuracies in the processing of financial information. The Company's
accounting software is not currently year 2000 compliant. The Company has
scheduled an upgrade of this software for the second quarter of 1999, at a
minimal cost to the Company. The Company would have to rely on manual and less
efficient means of accumulating and recording data and would experience delays
in processing financial data. In the event that no further progress is made on
the remediation of any year 2000 problems, the Company may experience
interruptions in the processing of certain data generated by the Company's
research activities. The Company is aware of certain pieces of computer-aided
research and discovery equipment that are not compliant, which could cause the
Company to revert to manual laboratory testing procedures and/or outsourcing for
these services. In certain instances, non-compliant versions of office software
have been noted to be in use. The upgrade of such software, at minimal cost to
the Company, will be completed as part of the remediation phase of this project

       The Company expects to have completed all phases of this project before
the end of 1999 and does not believe that the existence of significant
unresolved year 2000 problems will result in the prolonged and material
interruption of its daily operations, including the conduct of its research and
development activities. However, there can be no assurance that the Company will
complete the remediation of any year 2000 problems on a timely basis or that any
unresolved problems would not have an adverse impact on the Company's ability to
continue operations and fulfill its obligations pursuant to research and
development collaboration agreements.

       The Company has certain relationships with third parties, including
utility providers, financial institutions, vendors and other service providers.
The Company believes that with the exception of its utility providers, its
relationships with vendors and service providers are not exclusive or material.
Consequently, the Company believes that, in the event of a failure on the part
of these third parties to become year 2000 compliant on a timely basis, the
Company would be able to continue to maintain operations, including the conduct
of most of its research and development activities, utilizing alternative
vendors where necessary. An interruption of the Company's utility services could
materially affect the Company's research, development and administrative
operations until such time that those utility services are resumed. There can be
no assurance that any third-party service provider engaged by the





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                          CAMBRIDGE NEUROSCIENCE, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS, CONTINUED

Company will achieve year 2000 compliance on a timely basis, or that any lack of
compliance on the part of such provider will not materially affect the Company's
operations. The identification of alternative vendors of services and supplies
will be considered in the course of this process and in the development and
implementation of a contingency plan.

Contingency plan

       The determination of the necessity for a contingency plan will be made
once the assessment and remediation phases of this project have been completed.
Any contingency plan implemented would include, to the extent deemed necessary,
the identification of alternative third-party service providers and vendors, the
availability of equipment to enable the Company to continue operations and the
availability of vendors for outsourcing research and development activities. The
Company expects to have identified and resolved any year 2000 problems by
September 1999 and to have established and tested a formal contingency plan, to
the extent deemed necessary, before the end of 1999.

       The Company does not believe that inflation has had a material impact on
its results of operations.

       The discussion contained in this section as well as elsewhere in this
Quarterly Report on Form 10-Q may contain forward-looking statements based on
the current expectations of the Company's management. The Company cautions
readers that there can be no assurance that the actual results or business
conditions will not differ materially from those projected or suggested in the
forward-looking statements as a result of various factors, including, but not
limited to, the following: uncertainties relating to the Company's product
candidates; uncertainties as to the Company's ability to continue operations and
achieve profitability; the early stage of development of all of the Company's
product candidates; the Company's reliance on current and prospective
collaborative partners to supply funds for research and development and to
commercialize its products; technical risks associated with the development of
new products; the competitive environment of the biotechnology and
pharmaceutical industries, and the Company's ability to resolve potential year
2000 problems on a timely basis. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements which may be made to reflect
events or circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

       The information required by Item 3 is not provided as the disclosure
requirements are not applicable to the Company pursuant to Item 305(e) of
Regulation S-K.





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PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibits

         27.1     Financial Data Schedule for the interim year-to-date period 
                  ended March 31, 1999 (for electronic filing only)

           (b)    Reports on Form 8-K

         January 21, 1999: News release announcing the Company's delisting from
         the Nasdaq National Market, and concurrent listing on the
         Over-the-Counter Bulletin Board (OTCBB).







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                          CAMBRIDGE NEUROSCIENCE, INC.

                                   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 thereunto duly authorized.


                                    CAMBRIDGE NEUROSCIENCE, INC.



Date MAY 12, 1999                   /S/ HARRY W. WILCOX, III
     ------------                   --------------------------------------------
                                        Harry W. Wilcox, III
                                        President and Chief Executive Officer
                                        (Principal Executive Officer;
                                         Acting Principal Financial Officer)

Date MAY 12, 1999                   /S/ GLENN A. SHANE
     ------------                   --------------------------------------------
                                        Glenn A. Shane
                                        (Principal Accounting Officer)







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                          CAMBRIDGE NEUROSCIENCE, INC.

                                  EXHIBIT INDEX




EXHIBIT
 NUMBER                                      DESCRIPTION
- -------                                      ----------- 

 27.1            Financial Data Schedule for the interim year-to-date period
                 ended March 31, 1999 (for electronic filing only)










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