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^*

JIAN LI

(Last)

(First)

(Middle)

431 MATADERO AVENUE

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2003

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 Finance and Controller

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	20,481⁽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	20,290	$1.58	D
Incentive Stock Option (right to buy)	08/21/2001⁽³⁾	08/21/2010	Common Stock	7,000	$6	D
Incentive Stock Option (right to buy)	04/24/2002⁽⁴⁾	04/24/2011	Common Stock	10,000	$6.99	D
Incentive Stock Option (right to buy)	02/11/2003⁽⁵⁾	02/11/2012	Common Stock	20,000	$9.19	D
Incentive Stock Option (right to buy)	01/02/2002⁽⁶⁾	01/02/2011	Common Stock	8,500	$11.125	D
Incentive Stock Option (right to buy) (a)	02/10/2004⁽⁷⁾	02/10/2013	Common Stock	20,686	$1.58	D
Non-Qualified Stock Option (right to buy)	02/10/2004⁽²⁾	02/10/2013	Common Stock	4,710	$1.58	D
Non-Qualified Stock Option (right to buy) (a)	02/10/2004⁽⁷⁾	02/10/2013	Common Stock	4,314	$1.58	D

Explanation of Responses:

1. Includes 5,000 early exercised options shares that are subject to a right of repurchase, which right lapses on March 20, 2004.

2. ISO/NQ Grants Dated 2/10/03 combined vests as follows: Vests at the rate of 1/4 of the underlying securities on each 12 month anniversary of the Grant Date.

3. The option vests at the rate of 1/4 of the underlying securities on each 12-month anniversary following August 21, 2000 the "Vesting Commencement Date."

4. The option vests at the rate of 1/4 of the underlying securities on each 12-month anniversary following April 24, 2001 the "Vesting Commencement Date."

5. 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."

6. 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."

7. ISO/NQ Grants Dated 2/10/03 combined vests as follows: Vests at the rate of 1/8 of the shares subject to the option on each 12 months anniversary of the Grant Date and certain shares shall be subject to acceleration based on the achievment of certain peformance milestones.

	Jian Li	12/17/2003
	** 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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