S-3 CORRESP

July 27, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549


	Re:	Pain Therapeutics, Inc.
		Registration Statement on Form S-3 (File No. 333- 217319)

Ladies and Gentlemen:

Pain Therapeutics, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on July 31, 2017, or as soon thereafter as practicable.

The Company acknowledges that:

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Very truly yours,

Pain Therapeutics, Inc.


By:	/s/ Remi Barbier
Name:	Remi Barbier
Title:	President and Chief Executive Officer

cc:	Ze’-ev D. Eiger, Esq.
	Morrison & Foerster LLP