SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TAYLOR MICHAEL J

(Last)

(First)

(Middle)

10240 BUBB ROAD

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2003

3. Issuer Name and Ticker or Trading Symbol
DURECT CORP [ DRRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Non Clinical Research

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	28,900⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	02/10/2004⁽²⁾	02/10/2013	Common Stock	16,625	$1.58	D
Incentive Stock Option (right to buy)	02/11/2003⁽³⁾	02/11/2012	Common Stock	15,000	$9.19	D
Incentive Stock Option (right to buy)	01/02/2002⁽⁴⁾	01/02/2011	Common Stock	5,000	$11.125	D
Incentive Stock Option (right to buy) (a)	02/10/2004⁽⁵⁾	02/10/2013	Common Stock	16,625	$1.58	D

Explanation of Responses:

1. Includes 10,000 early exercised options shares that are subject to a right of repurchase, which right lapses on April 1, 2004.

2. The option vests at the rate of 1/4 of the underlying securities on each 12-month anniversary following February 10, 2003 the "Vesting Commencement Date."

3. The option vests at the rate of 1/4 of the underlying securities on each 12-month anniversary following February 11, 2002 the "Vesting Commencement Date."

4. The option vests at the rate of 1/4 of the underlying securities on each 12-month anniversary following January 2, 2001 the "Vesting Commencement Date."

5. The option vests at the rate of 1/8 of the underlying securities on each 12-month anniversary following February 10, 2003 the "Vesting Commencement Date" and certain shares shall be subject to acceleration based on the achievement of certain peformance milestones.

	Michael J. Taylor	10/27/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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