LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE




	The undersigned, as an officer or director of Pain Therapeutics, Inc. (the "Corporation") hereby constitutes
and appoints Remi Barbier, Peter S. Roddy, or Michael O'Donnell hereby and each of them, the undersigned's true and
lawful attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4, and 5 and other forms as such
attorney shall in his or her discretion determine to be required or advisable pursuant to Rule 144 promulgated
thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or
disposition of securities of the Corporation, and to do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities and exchange or national association, the Corporation and such
other person or agency as the attorney shall deem appropriate.  The undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof.

	This Limited Power of Attorney is executed in Palo Alto as of the date set forth below.


						/s/ Michael J. O'Donnell
						Signature

						Michael J. O'Donnell
						Type or print name

						May 1, 2003
						Date