8-K

                       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)            March 24, 2003
                                                 -------------------------------


                          INSPIRE PHARMACEUTICALS, INC.
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               (Exact Name of Registrant as Specified in Charter)

          Delaware                    000-31135                 04-3209022
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(State or Other Jurisdiction         (Commission            (I.R.S. Employer
     of Incorporation)               File Number)           Identification No.)


4222 Emperor Boulevard, Suite 470, Durham, North Carolina            27703-8466
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(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including area code      (919) 941-9777
                                                    ----------------------------


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          (Former Name or Former Address, If Changed Since Last Report)



Item 5.    Other Events.

     On March 24, 2003, Inspire Pharmaceuticals, Inc. (the "Company") completed
the offering of 750,000 shares (the "Shares") of common stock, par value $.001
per share, pursuant to the underwriter's exercise of their over-allotment option
resulting in net proceeds to the Company, after deducting the underwriting
discounts and commissions of approximately $9.5 million. The offering of the
Shares was made pursuant to a prospectus supplement dated March 14, 2003
relating to the prospectus dated March 7, 2003 (collectively, the "Prospectus")
filed with the Company's shelf registration statement on Form S-3 (File No.
333-102595) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement").

     In order to furnish an updated exhibit for incorporation by reference into
the Registration Statement, the Company is filing herewith an opinion received
from its counsel regarding the validity of the Shares sold pursuant to the
Prospectus.

Item 7.    Financial Statements and Exhibits.

(C) Exhibits.

      Exhibit No.                Description of Exhibit
      -----------                ----------------------

      5.1                        Opinion of Reed Smith LLP


                                    * * * * *



                                    SIGNATURE

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

                                    Inspire Pharmaceuticals, Inc.


                                    By:   /s/ Gregory J. Mossinghoff
                                         --------------------------------
                                              Gregory J. Mossinghoff
                                              President, Secretary and
                                              Treasurer

Dated:  March 24, 2003

EX-5.1

[Letterhead of Reed Smith LLP]

                                                                     Exhibit 5.1

March 24, 2003

Inspire Pharmaceuticals, Inc.
4222 Emperor  Boulevard
Suite 470
Durham, N.C.  27703-8466

Ladies and Gentlemen:

This opinion is furnished to you in connection with (i) the Registration
Statement on Form S-3 (No. 333-102595) (the "Registration Statement") of Inspire
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and (ii) the
Company's Prospectus Supplement dated March 14, 2003 to Prospectus dated March
7, 2003 (the "Prospectus Supplement") relating to the offering of 5,000,000
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"), and an additional 750,000 shares of Common Stock for purposes of
covering over-allotments (the "Shares"). The Shares will be offered by Deutsche
Bank Securities and U.S. Bancorp Piper Jaffray pursuant to that certain
Underwriting Agreement (the "Underwriting Agreement") dated March 13, 2003
between the Company and such underwriters.

We have examined the Registration Statement, including the exhibits thereto, the
Prospectus Supplement and such other documents, corporate records and
instruments, and have examined such laws and regulations as we have deemed
necessary for purposes of rendering the opinions set forth herein.

In our examination of such legal documents, we have assumed the genuineness of
all signatures, the legal capacity of all signatories who are natural persons,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. Insofar as this opinion
relates to factual matters, we have assumed with your permission and without
independent investigation that the statements of the Company contained in the
Registration Statement and the Prospectus Supplement, and the documents
incorporated therein by reference, are true and correct as to all factual
matters stated therein.

We are opining herein solely with respect to the federal laws of the United
States and the Delaware General Corporation Law.



Inspire Pharmaceuticals, Inc.                                      ReedSmith LLP
March 24, 2003
Page 2

Based upon the foregoing, we are of the opinion that the Shares, when issued,
delivered and sold in accordance with the Prospectus Supplement and the
Underwriting Agreement, will be legally issued, fully paid and nonassessable.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. The opinions
set forth herein are based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments that might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this
firm's name therein and in the Prospectus Supplement under the caption "Legal
Matters." In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.

                                          Respectfully submitted,

                                          /s/ Reed Smith LLP

                                          REED SMITH LLP