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


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                            (AMENDMENT NO. ______ )*


                            Pain Therapeutics, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


-------------------------------------------------------------------------------
                                 (CUSIP Number)


                               December 31, 2001
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

            / /      Rule 13d-1(b)

            / /      Rule 13d-1(c)

            /X/      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.

SEC 1745 (3-98)


                                Page 1 of 6 pages



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CUSIP No.

-------------------------------------------------------------------------------

    1.   Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).

         TVM Medical Ventures GmbH & Co. KG
-------------------------------------------------------------------------------

    2.   Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)  / /

         (b)  / /
-------------------------------------------------------------------------------

    3.   SEC Use Only
-------------------------------------------------------------------------------

    4.   Citizenship or Place of Organization     Germany
-------------------------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:                5.    Sole Voting Power             1,479,694
                     ----------------------------------------------------------

                     6.    Shared Voting Power
                     ----------------------------------------------------------

                     7.    Sole Dispositive Power        1,479,694
                     ----------------------------------------------------------

                     8.    Shared Dispositive Power
-------------------------------------------------------------------------------

    9.   Aggregate Amount Beneficially Owned by Each Reporting Person
    
         1,479,694
-------------------------------------------------------------------------------

    10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
         (See Instructions)

-------------------------------------------------------------------------------

    11.  Percent of Class Represented by Amount in Row (9)   5.514%
-------------------------------------------------------------------------------

    12.  Type of Reporting Person (See Instructions)     PN
-------------------------------------------------------------------------------


                                Page 2 of 6 pages



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                          INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

(1)           NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING
              PERSONS--Furnish the full legal name of each person for whom the
              report is filed--i.e., each person required to sign the schedule
              itself--including each member of a group. Do not include the name
              of a person required to be identified in the report but who is not
              a reporting person. Reporting persons that are entities are also
              requested to furnish their I.R.S. identification numbers, although
              disclosure of such numbers is voluntary, not mandatory (see
              "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).

(2)           If any of the shares beneficially owned by a reporting person are
              held as a member of a group and that membership is expressly
              affirmed, please check row 2(a). If the reporting person disclaims
              membership in a group or describes a relationship with the other
              persons but does not affirm the existence of a group, please check
              row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1)
              in which case it may not be necessary to check row 2(b)].

(3)           The third row is for SEC internal use; please leave blank.

(4)           CITIZENSHIP OR PLACE OF ORGANIZATION--Furnish citizenship if the
              named reporting person is a natural person. Otherwise, furnish
              place of organization.

(5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
              ETC.--Rows (5) through (9) inclusive, and (11) are to be
              completed in accordance with the provisions of Item 4 of Schedule
              13G. All percentages are to be rounded off to the nearest tenth
              (one place after decimal point).

(10)          Check if the aggregate amount reported as beneficially owned in
              row (9) does not include shares as to which beneficial ownership
              is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the
              Securities Exchange Act of 1934.

(12)          TYPE OF Reporting PERSON--Please classify each "reporting person"
              according to the following breakdown (see Item 3 of Schedule 13G)
              and place the appropriate symbol on the form:


<TABLE>
<CAPTION>

                                CATEGORY                           SYMBOL
<S>                                                               <C>

                Broker Dealer                                        BD
                Bank                                                 BK
                Insurance Company                                    IC
                Investment Company                                   IV
                Investment Adviser                                   IA
                Employee Benefit Plan, Pension Fund,
                   or Endowment Fund                                 EP
                Parent Holding Company/Control Person                HC
                Savings Association                                  SA
                Church Plan                                          CP
                Corporation                                          CO
                Partnership                                          PN
                Individual                                           IN
                Other                                                OO
</TABLE>


NOTES:

         Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.

         Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedules 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.

         Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).


                                Page 3 of 6 pages



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              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

         Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.

         Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.

         Because of the public nature of the information, the Commission can use
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

         Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.       Statements filed pursuant to Rule 13d-1(b) containing the information
         required by this schedule shall be filed not later than February 14
         following the calendar year covered by the statement or within the time
         specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
         to Rule 13d-1(c) shall be filed within the time specified in Rules
         13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
         13d-1(d) shall be filed not later than February 14 following the
         calendar year covered by the statement pursuant to Rules 13d-1(d) and
         13d-2(b).

B.       Information contained in a form which is required to be filed by rules
         under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as
         that covered by a statement on this schedule may be incorporated by
         reference in response to any of the items of this schedule. If such
         information is incorporated by reference in this schedule, copies of
         the relevant pages of such form shall be filed as an exhibit to this
         schedule.

C.       The items numbers and captions of the items shall be included but the
         text of the items is to be omitted. The answers to the items shall be
         so prepared as to indicate clearly the coverage of the items without
         referring to the text of the items. Answer every item. If an item is
         inapplicable or the answer is in the negative, so state.

ITEM 1.

         (a)      Name of Issuer

         (b)      Address of Issuer's Principal Executive Offices

ITEM 2.

         (a)      Name of Person Filing

         (b)      Address of Principal Business Office or, if none, Residence

         (c)      Citizenship

         (d)      Title of Class of Securities

         (e)      CUSIP Number

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
        240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

         (a) / /  Broker or dealer registered under section 15 of the Act
                 (15 U.S.C. 78o).

         (b) / /  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

         (c) / /  Insurance company as defined in section 3(a)(19) of the Act
                  (15 U.S.C. 78c).

         (d) / /  Investment company registered under section 8 of the
                  Investment Company Act of 1940 (15 U.S.C. 80a-8).

         (e) / /  An investment advisor in accordance with Section
                  240.13d-1(b)(1)(ii)(E);

         (f) / /  An employee benefit plan or endowment fund in accordance with
                  Section 240.13d-1(b)(1)(ii)(F);

         (g) / /  A parent holding company or control person in accordance with
                  Section 240.13d-1(b)(1)(ii)(G);

         (h) / /  A savings associations as defined in Section 3(b) of the
                  Federal Deposit Insurance Act (12 U.S.C. 1813);

         (i) / /  A church plan that is excluded from the definition of an
                  investment company under section 3(c)(14) of the Investment
                  Company Act of 1940 (15 U.S.C. 80a-3);

         (j) / /  Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

                                Page 4 of 6 pages


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ITEM 4. OWNERSHIP

         Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

         (a)    Amount of beneficially owed: 1,479,694

         (b)    Percent of class: 5.514%

         (c)    Number of shares as to which the person has: 1,479,694

                (i)   Sole power to vote or to direct the vote. 1,479,694

                (ii)  Shared power to vote or to direct the vote.        

                (iii) Sole power to dispose or to direct the disposition of.
                      1,479,694

                (iv)  Shared power to dispose or to direct the disposition of.

         INSTRUCTION. For computations regarding securities which represent a
right to acquire an underlying security SEE Section 240.13d-3(d)(1).

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.

INSTRUCTION: Dissolution of a group requires a response to this item.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
        THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

         Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.


                                Page 5 of 6 pages



<PAGE>

ITEM 10. CERTIFICATION

         (a)      The following certification shall be included if the statement
                  is filed pursuant to Section 240.13d-1(b):

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer of
                  the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

         (b)      The following certification shall be included if the statement
                  is filed pursuant to Section 240.13d-1(c):

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were not acquired
                  and are not held for the purpose of or with the effect of
                  changing or influencing the control of the issuer of the
                  securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.


                          -----------------------------------------------------
                                                    Date


                          -----------------------------------------------------
                                                  Signature


                                     TVM Medical Ventures GmbH & Co. KG
                             by: Dr. Helmut Schuhsler, Managing Limited Partner
                         and by: John J. DiBello, Managing Limited Partner
                         ------------------------------------------------------
                                                  Name/Title


         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Section 240.13d-7 for other
parties for whom copies are to be sent.

  ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                    CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


                                Page 6 of 6 pages