As filed with the Securities and Exchange Commission on May 23, 2002

Registration No. 333-76610

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DURECT CORPORATION

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation or organization)

94-3297098

(I.R.S. Employer Identification No.)

10240 Bubb Road

Cupertino, CA 95014

(408) 777-1417

(Address, including registrant’s zip code, and telephone number, including area code, of principal executive offices)

James E. Brown

Chief Executive Officer

10240 Bubb Road

Cupertino, CA 95014

(408) 777-1417

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Mark B. Weeks

Stephen B. Thau

Ughetta T. Manzone

VENTURE LAW GROUP

A Professional Corporation

2800 Sand Hill Road

Menlo Park, CA 94025

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ___________

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

DEREGISTRATION OF SECURITIES

On January 11, 2002, DURECT Corporation (“DURECT”) filed a registration statement on Form S-3 (No. 333-76610) (the “Form S-3”) which registered 2,145,652 shares of its common stock for resale from time to time. The form S-3 was declared effective by the Commission on January 22, 2002.

This Post-Effective Amendment No. 2 deregisters the 1,897,817 shares of common stock that remain unsold under the Form S-3.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S–3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on May 23, 2002.

DURECT Corporation
By:	/s/    THOMAS A. SCHRECK
	Thomas A. Schreck Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
* James E. Brown	Chief Executive Officer (Principal Executive Officer)	May 23, 2002
* Felix Theeuwes	Chief Scientific Officer	May 23, 2002
/s/    THOMAS A. SCHRECK         Thomas A. Schreck	Chief Financial Officer (Principal Financial and Accounting Officer)	May 23, 2002
* James R. Butler	Director	May 23, 2002
* John L. Doyle	Director	May 23, 2002
* Armand P. Neukermans	Director	May 23, 2002
* Albert L. Zesiger	Director	May 23, 2002
*By:                /s/    THOMAS A. SCHRECK Thomas A. Schreck, Attorney-In-Fact