On February 5, 2009 Pain Therapeutics, Inc. (the "Company") issued a press release announcing the Company's financial results for the three and twelve months ended December 31, 2008. 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.

(c) Exhibits.

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

Exhibit
Number   Description

 99.1    Press Release of Pain Therapeutics, Inc. dated February 5, 2009.