UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PAIN THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
69562K100
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
CUSIP 69562K100 SCHEDULE 13G Page 2 of 5 Pages
1 Name of Reporting Person WENTWORTH, HAUSER & VIOLICH, INC.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Washington, United States
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 3,399,470
BENEFICIALLY
OWNED BY EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 3,399,470
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,399,470
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 7.8%
12 Type of Reporting Person IA
CUSIP 69562K100 SCHEDULE 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer.
Pain Therapeutics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
416 Browning Way
South San Francisco, CA 94080
Item 2(a). Name of Person Filing.
Wentworth, Hauser & Violich, Inc. ("Wentworth")
Item 2(b). Address of Principal Business Office or, if none, Residence.
353 Sacramento Street, Suite 600
San Francisco, CA 94111
Item 2(c). Citizenship.
Washington, United States
Item 2(d). Title of Class of Securities.
Common Stock, $0.001 par value per share
Item 2(e). CUSIP Number.
69562K100
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940.
(e) [x] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
CUSIP 69562K100 SCHEDULE 13G Page 4 of 5 Pages
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(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;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page 2 of this
Schedule 13G, which Items are incorporated by reference herein.
Under the definition of "beneficial ownership" in Rule 13d-3
under the Securities Exchange Act of 1934, it is also possible that the
individual directors, executive officers, and/or shareholders of Wentworth
might be deemed the "beneficial owners" of some or all of the securities to
which this Schedule relates in that they might be deemed to share the power
to direct the voting or disposition of such securities. Neither the filing
of this Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the beneficial
owner of any of the securities to which this Schedule relates, and such
beneficial ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Wentworth is deemed to be the beneficial owner of the number of
securities reflected in Items 5-9 and 11 of page 2 of this Schedule 13G
pursuant to separate arrangements whereby Wentworth acts as investment
adviser to certain persons. Each person for whom the reporting person acts
as investment adviser has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
purchased or held pursuant to such arrangements.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
CUSIP 69562K100 SCHEDULE 13G Page 5 of 5 Pages
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
WENTWORTH, HAUSER & VIOLICH, INC.
By: /s/ Bradford Hall
______________________________
Bradford Hall, Chief
Compliance Officer
DATED: February 6, 2006