UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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) January 27, 2004

                             Pain Therapeutics, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                    000-29959                 91-1911336
(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
      of incorporation)                                   Identification Number)

  416 Browning Way, South San Francisco                           94080
 (Address of principal executive offices)                       (Zip Code)

        Registrant's telephone number, including area code (650) 624-8200

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


Item 7. Financial Statements and Exhibits.

      (c) Exhibits.

Exhibit                        Description
-------                        -----------

 99.1    Press Release issued by Pain Therapeutics, Inc., dated January 27, 2004

Item 9. Regulation FD Disclosure (pursuant to "Item 12. Results of Operations
and Financial Condition")

      In accordance with SEC Release No. 33-8216, the following information,
intended to be furnished under "Item 12. Results of Operations and Financial
Condition," is instead furnished under "Item 9. Regulation FD Disclosure." The
information in this Form 8-K and the Exhibit attached hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.

      On January 27, 2004, Pain Therapeutics, Inc. issued a press release
announcing its results for the year and three month periods ending December 31,
2003. A copy of this press release is attached hereto as Exhibit 99.1.


SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                            PAIN THERAPEUTICS, INC.
                                            a Delaware corporation

Date: January 27, 2004
                                            By:  /s/ Peter S. Roddy
                                                 -------------------------------
                                                 Peter S. Roddy
                                                 Chief Financial Officer


                                  EXHIBIT INDEX

Exhibit
Number                             Description
------                  -------------------------------------

99.1                    Press release, dated January 27, 2004