SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   November 9, 2009   Mr. Peter S. Roddy Vice President and Chief Financial Officer 2211 Bridgepointe Parkway Suite 500 San Mateo, CA 94404
Re: Pain Therapeutics, Inc.
 Form 10-K for the Year Ended December 31, 2008  Filed February 13, 2009  File No. 000-29959

Dear Mr. Roddy:

We have reviewed your filing and have the following comments.

In our comments, we ask you to provide us with information to better understand
your disclosure. Where it requests you to revi se disclosure, the information you provide
should show us what the revised disclosure  will look like and identify the annual or
quarterly filing, as applicable, in which you inte nd to first include it. If you do not believe
that revised disclosure is n ecessary, explain the reason in your  response.  After reviewing
the information provided, we may raise a dditional comments and/or request that you
amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K, filed 02/13/2009

Item 1. Business, page 2

Intellectual Property, page 5

Mr. Peter S. Roddy
Pain Therapeutics, Inc.
November 9, 2009 Page 2  1. Please identify all of your material patent s and all the material patents you license
from third parties.  Additionally, di sclose your product candidates that are
dependent on each patent and disclose when each patent expires.
 Strategic Alliance with King Pharmaceuticals, Inc., page 5

 2. Please revise your disclosure regardi ng the collaboration agreement and the
license agreement with King to disclose when the latest to expire patent is scheduled to expire.
  Formulation Agreement with Durect Corporation, page 6

 3. Please revise your disclosure to disclose a ll the material terms of this agreement,
including, but not limited to, amounts paid to date, aggregate potential milestone
payments, the range of potential royalty payments (i.e. “low single digits” or
“high single digits”), and term  and termination provisions.
 License of Technology from Albert Eins tein College of Medicine, page 6

 4. Please provide a more specific descrip tion of the technology you license from
Albert Einstein College of Medicine and identify your  product candidates that are
dependent on this technology.  Additionall y, file the agreement as an exhibit and
disclose all the material terms of this  agreement, including but not limited to
quantify the payments made to date, aggr egate potential milestone payments, the
range of royalty payments (i.e. “low si ngle digits” or “high single digits”), and
term and termination provisions.  If you believe you are no longer substantially
dependent on this agreement, please provi de us with an analysis supporting your
determination.

License of Technology from Poetic Genetics, LLC, page 7

5. Please revise your disclosure to provide a description of all the material terms of
the license agreement with Poetic, incl uding, not limited to payments made to
date and term and termination provisions.  In addition, please f ile a copy of the
agreement as an exhibit.  Alternatively, please provide us with a detailed analysis
which supports your conclusion that you are not required to file this agreement
pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

Schedule 14A, filed 04/06/2009

Executive Compensation and Other Matters, page 11
 Compensation Discussion and Analysis, page 11

Mr. Peter S. Roddy
Pain Therapeutics, Inc.
November 9, 2009 Page 3  6. On page 11, you state that your compensation committee uses surveys purchased from third parties and internally genera ted to determine the amount and allocation
of compensation.  Please identify the su rveys purchased from third parties and
identify the companies included in your in ternally generated survey.  It appears
from your statement on page 12 that you use a review of the surveys in determining a bonus for the year that you use the surveys for benchmarking purposes.  See Question 118.05 of the Regul ation S-K Compliance & Disclosure
Interpretations.  Additionally, further explain how these surveys were used.  For example, if based on the surveys you  decided to adjust the amounts of
compensation or the allocation, pl ease provide further explanation.
 Elements of Executive Compensation, page 11

 Bonuses, page 12

 7. On page 12, you state that “Each individua l is evaluated to determine a bonus for
the prior year based on performance criteria, including, among other criteria, progress towards or achievement of clinical, operationa l and financial goals as
applicable within an executive’s ar ea of responsibility.”  Based on your
disclosure, it appears that  your executive officers have received bonus payments
based in part of these performance crit eria.  Please provide proposed draft
disclosure for your 2010 proxy statement providing a more specific discussion of
the milestones, clinical, operational and financial goals for each individual’s area of responsibility for each named executive offi cer.  To the extent that the goals or
milestones were quantified, your disclosu re should also be quantified.  In
addition, confirm that your 2010 proxy statement will discuss the extent to which these goals were achieved and how the level of achievement was used to
determine each named execu tive officer’s bonus.
 8. We note that you paid bonuses to Mr. Ba rbier, Dr. Friedmann, Mr. Roddy and Dr.
Schoenhard in 2008.  Additionally, your compensation table on page 16 includes
these bonuses as “paid or accrued during fiscal year 2008.”  It is unclear whether
these bonuses were earned in 2008 or 2007.   Item 402(c)(2)(iv) if Regulation S-K
requires disclosure of bonuses earned during the 2008.   Please clarify whether the
named executive officers earned bonuses in 2008.
 Other Equity Awards, page 13

 9. Please file a copy of the Long-Term Incenti ve Plan, or LTIP, as an exhibit.
Alternatively, please provide us with a detailed analysis which supports your conclusion that you are not required to f ile this compensatory plan pursuant to
Item 601(b)(10)(iii)(A) of Regulation S-K.

*    *    *    *

Mr. Peter S. Roddy
Pain Therapeutics, Inc. November 9, 2009 Page 4
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provide any requested information.  Detailed letter s greatly facilitate
our review.  Please file y our letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Nu Ri Jung at (202) 551-5797, Suzanne Hayes at (202) 551-3675
or me at (202) 551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director