UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 29, 2011 (April 26, 2011)

NEUROGESX, INC.

(Exact name of registrant as specified in its charter)

2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404

(Address of principal executive offices, including zip code)

650-358-3300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2011, NeurogesX, Inc. (the “Company”) entered into amended and restated employment agreements (“Amended Agreements”) with the Company’s named executive officers.

The Amended Agreements for the named executive officers provide for an extension of the term over which the Company is obligated to provide severance payments (at a rate equal to the then current base salary in effect) for each named executive officer in the event such executive is terminated without “cause” or such executive terminates his employment for “good reason” within 18 months following a change of control of the Company. The base salary severance payment period extensions for the named executive officers are as follows:

The Amended Agreements also provide for 12 months of severance payments (at a rate equal to the then current base salary) if a named executive officer is terminated other than for “cause,” or such executive terminates his employment for “good reason,” in each case prior to a change of control of the Company or after the 18-month period following a change of control. In addition, in the event of such a termination the Amended Agreements provide for:

The terms “cause” and “good reason,” as well as a description of the remaining terms of the Amended Agreements, are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 26, 2011 in the section entitled “Executive Compensation – Potential Payments upon Termination or Change of Control,” which are incorporated by reference in this Item 5.02. Such description and the description contained in this Current Report on Form 8-K are conditioned on the actual provisions of the Amended Agreements contained in Exhibits 10.1 through 10.4 of this Current Report on Form 8-K, which are also incorporated by reference in this Item 5.02. Except as described above, the remaining terms of the named executive officers’ employment agreements with the Company, as previously disclosed in the Company’s filings with the SEC, remain unchanged in the Amended Agreements.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Form 8-K.

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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.

Date: April 29, 2011

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EXHIBIT INDEX

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