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) April 24, 2003

                             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)



                                TABLE OF CONTENTS

Item 7.  Financial Statements and Exhibits.

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

SIGNATURE
EXHIBIT INDEX
EX - 99.1 Press release



Item 7.  Financial Statements and Exhibits.

    (c)  Exhibits

    The following exhibits are filed with this report on Form 8-K:

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

    99.1           Press Release, dated April 24, 2003

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 April 24, 2003, Pain Therapeutics, Inc. issued a press release
announcing its results for the quarterly period ending March 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:  April 28, 2003
                                            By:  /s/ Peter S. Roddy
                                                 -----------------------
                                                 Peter S. Roddy
                                                 Chief Financial Officer




                                  EXHIBIT INDEX

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

 99.1               Press Release, Dated April 24, 2003







                                                                    Exhibit 99.1

For More Information Contact:

Christi Waarich
Manager of Investor Relations
Pain Therapeutics, Inc.
cwaarich@paintrials.com
650-825-3324

FOR IMMEDIATE RELEASE

                           PAIN THERAPEUTICS ANNOUNCES
                      FIRST QUARTER 2003 FINANCIAL RESULTS

SOUTH SAN FRANCISCO, Calif. - April 24, 2003 - Pain Therapeutics,  Inc. (Nasdaq:
PTIE), a medical  research  company,  today reported  financial  results for the
three months ended March 31, 2003.

The net loss for the quarter ended March 31, 2003 was $4.6 million, or $0.17 per
share,  compared to a net loss of $4.0 million,  or $0.15 per share in the first
quarter of 2002.

Cash and cash  equivalents  totaled $45.7 million at March 31, 2003. The Company
continues  to expect  its cash  requirements  for 2003 to be  approximately  $20
million.

"We are  pleased  to have met our  clinical  and  financial  goals in the  first
quarter of 2003," said Remi  Barbier,  Pain  Therapeutics'  president  and chief
executive officer. "We remain focused on developing Oxytrex(TM) and look forward
to announcing  the initiation of a Phase III pivotal trial in June of this year,
pending safety results of a 21-day study."

Research and  development  expenses for the first  quarter of 2003  increased to
$3.8  million from $2.8 million in the first  quarter of 2002  primarily  due to
costs  related  to the  continued  enrollment  in a  21-day  safety  study  with
Oxytrex(TM).

General  and  administrative  expenses  decreased  to $1.0  million in the first
quarter of 2003 from $1.5 million in the first quarter of 2002  primarily due to
lower  non-cash  equity  related  expenses  as well as  lower  common  occupancy
expenses.

                                     -more-


Financial Outlook
Cash  requirements  are expected to continue to be slightly higher in the second
half of 2003  compared  to the first  half of 2003.  Our cash  requirements  and
expenses  will  continue to  fluctuate  on a  quarter-to-quarter  basis and will
depend  on the  timing of our  clinical  trials  and  development  expenses  for
Oxytrex(TM) as well as the development of our other product candidates.

Upcoming Announcements
     o    May - Corporate  presentation at the CIBC World Markets  Biotechnology
          Conference
     o    June - Corporate  presentation at the Needham & Company  Biotechnology
          Conference
     o    June - Announce results of our 21-day safety trial with OxytrexTM
     o    June  -  Announce  initiation  of a  Phase  III  clinical  study  with
          OxytrexTM
     o    June - Announce  results of a pilot study in 50 patients  treated with
          PTI-901,  our  proprietary  drug for  patients  with  irritable  bowel
          syndrome

About Opioid Painkillers
Opioid ('narcotic') painkillers are drugs derived from opium and the poppy
plant. The clinical use of opioid drugs to treat severe pain is widely accepted
throughout the world. In the United States, opioid drugs exceed $3 billion in
annual sales and account for over five percent of all prescription drug sales.
Despite widespread use, opioid painkillers have debilitating effects that limit
their usefulness at all doses. Chronic use may lead to tolerance, dependence,
abuse, or, more rarely, addiction. As a result, some patients prefer to suffer
through pain rather than endure the ill effects of opioid drugs. The
under-treatment of pain is a serious and growing problem in the U.S. For
example, according to the National Institutes of Health, over 40 million
Americans are unable to find relief from their pain.

About Pain Therapeutics, Inc.
We are a medical research company specializing in the discovery and development
of novel proprietary painkillers. We believe our lead drug candidate, OxytrexTM,
may offer more pain relief (with no increase in side-effects) or lower
tolerance/dependence, withdrawal effects or addiction potential compared to
conventional forms of oxycodone. The market for oxycodone exceeded $1.5 billion
in the United States in 2002. Pain Therapeutics is traded on NASDAQ under the
symbol PTIE. For more information, please visit our website at
www.paintrials.com.

Note Regarding Forward-Looking Statements: This press release contains
forward-looking statements for purposes of the Private Securities Litigation
Reform Act of 1995 and it is Pain Therapeutics' intent that such statements be
protected by the safe harbor created thereby. Examples of such statements
include, but are not limited to, any statements relating to the timing or
anticipated results of the Company's clinical development of its drug
candidates, the potential benefits of the Company's drug candidates, the size of
the potential market for the Company's products, upcoming announcements by the
Company, and net cash requirements and other expenses. Such statements are based
on management's current expectations, but actual results may differ materially
due to various factors. Such statements involve risks and uncertainties,
including, but not limited to, those risks and uncertainties relating to
difficulties or delays in development, testing, regulatory approval, production
and marketing of the Company's drug candidates, unexpected adverse side effects
or inadequate therapeutic efficacy of the Company's drug candidates that could
slow or prevent product approval or market acceptance (including the risk that
current and past results of clinical trials are not necessarily indicative of
future results of clinical trials), the uncertainty of patent protection for the
Company's intellectual property or trade secrets, the Company's ability to
obtain additional financing if necessary and unanticipated research and
development and other costs. For further information regarding these and other
risks related to the Company's business, investors should consult the Company's
filings with the Securities and Exchange Commission, including its Form 10-K for
the year ended December 31, 2002 and its subsequent quarterly filings. The
BUTTERFLY DESIGN/LOGO is a registered trademark of Pain Therapeutics, Inc.

                           -Financial Tables Follow-
                                     -more-

                            PAIN THERAPEUTICS, INC.
                        (A Development Stage Enterprise)
                       CONDENSED STATEMENTS OF OPERATION
                      (in thousands except per share data)
                                  (Unaudited)


                                                           Three months ended
                                                                March 31,
                                                        ------------------------
                                                          2003           2002
                                                        --------       --------
Operating expenses: (1)
    Research and development                            $  3,788       $  2,815
    General and administrative                               970          1,506
                                                        --------       --------
       Total operating expenses                            4,758          4,321
                                                        --------       --------
       Operating loss                                     (4,758)        (4,321)
Other income:
    Interest income                                          141            295
                                                        --------       --------
       Net loss                                         $ (4,617)      $ (4,026)
                                                        ========       ========
Basic and diluted loss per share                        $  (0.17)      $  (0.15)
                                                        ========       ========
Weighted-average shares used in computing
    basic and diluted loss per share                      27,157         26,909
                                                        ========       ========

(1)  Included  in  research  and  development  and  general  and  administrative
     expenses  are stock  based  compensation  expenses of $103 and $342 for the
     three months ended March 31, 2003 and 2002.


                             PAIN THERAPEUTICS, INC.
                        (A Development Stage Enterprise)
                                 BALANCE SHEETS
                                 (Unaudited) (in
                                   thousands)

                                                       March 31,    December 31,
                                                         2003          2002
                                                      -----------  ------------
Assets
Current assets:
     Cash and cash equivalents                         $  45,664      $  50,091
      Interest receivable                                     46             55
      Prepaid expenses                                       326          1,101
                                                       ---------      ---------
            Total current assets                          46,036         51,247

Property and equipment, net                                1,917          2,003
Other assets                                                  75             75
                                                       ---------      ---------
            Total assets                               $  48,028      $  53,325
                                                       =========      =========

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                  $   1,728      $   2,648
     Accrue compensation and benefits                        389            273
     Accrued liabilities                                     202            180
                                                       ---------      ---------
            Total current liabilities                      2,319          3,101
                                                       ---------      ---------

Stockholders' equity
     Common stock                                             27             27
     Additional paid-in-capital                          103,248        103,254
     Deferred compensation                                  (195)          (304)
     Notes receivable from stockholders                     (123)          (122)
     Deficit accumulated during the development stage    (57,248)       (52,631)
                                                       ---------      ---------
            Total stockholders' equity                    45,709         50,224
                                                       ---------      ---------
            Total liabilities and stockholders' equity $  48,028      $  53,325
                                                       =========      =========

                                       ###