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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    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) February 5, 2007

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                             PAIN THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     000-29959                 91-1911336
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)                File Number)           Identification No.)

                                416 Browning Way
                      South San Francisco, California 94080
          (Address of principal executive offices, including zip code)

                                 (650) 624-8200
              (Registrant's telephone number, including area code)


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 5, 2007 Pain Therapeutics, Inc. (the "Company") issued a press
release announcing the Company's financial results for the three and twelve
months ended December 31, 2006. A copy of the press release has been furnished
as an exhibit to this report and is incorporated by reference herein.

The information in this Current Report on Form 8-K and in Exhibit 99.1 shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference into any registration statement or other document filed or furnished
pursuant to the Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such document.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K.

EXHIBIT
NUMBER                                   DESCRIPTION
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 99.1        Press Release of Pain Therapeutics, Inc. dated February 5, 2007.



                                    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.

                                                  PAIN THERAPEUTICS, INC.


                                                  /s/  Peter S. Roddy
                                                  -----------------------
                                                  Peter S. Roddy
                                                  Chief Financial Officer

Dated:  February 5, 2007



                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                   DESCRIPTION
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 99.1        Press Release of Pain Therapeutics, Inc. dated February 5, 2007.