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) July 20, 2004

                             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 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 July 20, 2004

Item 12. Results of Operations and Financial Condition

      On July 20, 2004, Pain Therapeutics, Inc. issued a press release
announcing its results for the quarterly period ending June 30, 2004. A copy of
this press release is attached hereto as Exhibit 99.1.

      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, as amended, 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.

                                    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:  July 20, 2004                           By:  /s/ Peter S. Roddy
                                                    ------------------------
                                                    Peter S. Roddy
                                                    Chief Financial Officer


                                  EXHIBIT INDEX

Exhibit
Number                          Description
-------         -----------------------------------------------------
99.1                 Press Release, Dated July 20, 2004