SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ROBERTSON SANFORD (Last) (First) (Middle) C/O WILSON SONSINI GOODRICH & ROSATI 650 PAGE MILL ROAD (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PAIN THERAPEUTICS INC [ PTIE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualifying stock options(1)	$7.7	05/27/2004		A		25,000		05/27/2005	05/27/2014	Common Shares	25,000	$7.7	190,000	D

Explanation of Responses:

1. Stock options are vested over a four year period using a cliff vesting schedule of 25% of the shares on the anniversary date of the grant.

	/s/ Peter S. Roddy, by power of attorney	06/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE




	The undersigned, as an officer or director of Pain Therapeutics, Inc. (the "Corporation") hereby constitutes
and appoints Remi Barbier, Peter S. Roddy, or Michael O'Donnell hereby and each of them, the undersigned's true
and lawful attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4, and 5 and other forms
as such attorney shall in his or her discretion determine to be required or advisable pursuant to Rule 144
promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Corporation, and to do all acts necessary in order to file such
forms with the Securities and Exchange Commission, any securities and exchange or national association, the
Corporation and such other person or agency as the attorney shall deem appropriate.  The undersigned hereby
ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof.

	This Limited Power of Attorney is executed in San Francisco as of the date set forth below.


						/s/ Sanford Robertson
						Signature

						Sanford Robertson
						Type or print name

						June 16, 2003
						Date