SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

September 22, 2005

Ms. Jian Li
Vice President, Finance and Corporate Controller
Durect Corporation
10240 Bubb Road
Cupertino, CA 95014

      Re:	Durect Corporation
		Form 10-K for the fiscal year ended December 31, 2004
		File No. 000-31615

Dear Ms. Li:

      We have reviewed your September 1, 2005 response to our
letter
dated August 16, 2005 and have the following comments. We have
limited our review of the above filing to those issues addressed
in
our comments, which ask you to provide us with information so we
may
better understand your disclosure.  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 for the year ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 25

Results of Operations, page 29

1. We acknowledge your response to comment 1 per our letter dated
August 16, 2005, as well as the proposed disclosure that you
provided. However, we request that you enhance your proposed
disclosure with respect to your major research and development
projects, which you have outlined on page 8. Specifically, please
provide us, in a disclosure-type format, the information requested
in
point a.) of our initial comment.

Notes to Consolidated Financial Statements, page 63

Revenue Recognition, page 66
2. We acknowledge your response to comment 2 per our letter dated
August 16, 2005, but do not believe that the disclosure in your
Forms
10-Q for the periods ended March 31, 2005 and June 30, 2005
adequately addresses our comment.  Please provide us with the
following information, in a disclosure-type format:
* the revenue recognized in each period for each
collaboration/development agreement, including amounts related to
up-
front fees; and
* the specific development period used for recognizing the
revenue,
as well as the amortization methodology related to any up-front
fees.

Note 2. Strategic Agreements, page 69

3. Please provide us, in a disclosure-type format, the information
required by paragraph 14b. of SFAS No. 68 for each of your
"partnered" collaboration and development agreements.

*    *    *    *

      Please provide us the information requested within 10
business
days of the date of this letter or tell us when you will provide a
response prior to the expiration of the 10-day period. Please
furnish
a letter with your responses that keys your responses to our
comments. Detailed letters greatly facilitate our review.  You
should
file the letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      You may contact Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters.  In this regard, please do not hesitate to contact me at
(202) 551-3679.

      Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant
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Jian Li
Durect Corporation
September 22, 2005
Page 1

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