As filed with the Securities and Exchange Commission on September 22, 2000

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

DURECT CORPORATION
(Exact name of registrant as specified in its charter) 

               Delaware                                     94-3297098
(State of incorporation or organization)       (IRS Employer Identification No.)

                                10240 Bubb Road
                              Cupertino, CA 95014
         (Address of principal executive offices, including Zip Code)


If this form relates to the registration of a         If this form relates to the registration
class of securities pursuant to Section 12(b)         of a class of securities pursuant to
of the Exchange Act and is effective pursuant         Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the               effective pursuant to General
following box.  [_]                                   Instruction A.(d), check the following
                                                      box.  [X]

Securities Act registration statement file number to which this form relates:
333-35316 (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act: 

Title of each class                  Name of each exchange on which
to be so registered                  each class is to be registered
-------------------                  ------------------------------

        None                                      None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered

Incorporated by reference to the information set forth under the caption "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 (SEC File No. 333-35316) (the "Form S-1 Registration Statement").

Item 2. Exhibits

The following exhibits are filed as a part of this Registration Statement:

1. Specimen certificate for Registrant's Common Stock -- incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement.

2.1 Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement.

2.2 Amendment to Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.

2.3 Amended and Restated Certificate of Incorporation to become effective upon completion of the Registrant's initial public offering -- incorporated herein by reference to Exhibit 3.3 to the Form S-1 Registration Statement.

2.4 Bylaws -- incorporated herein by reference to Exhibit 3.4 to the Form S-1 Registration Statement.

2.5 Bylaws to become effective upon completion of the Registrant's initial public offering -- incorporated herein by reference to Exhibit 3.5 to the Form S-1 Registration Statement.

2.6 Second Amended and Restated Investor's Rights Agreement dated March 28, 2000 between the Registrant and certain holders of the Registrant's securities -- incorporated herein by reference to Exhibit 4.2 to the Form S-1 Registration Statement.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. 

Date: September 22, 2000                   DURECT CORPORATION


                                   By: /s/ James E. Brown
                                       -------------------------------------
                                           James E. Brown,  President,
                                           Chief Executive Officer and Director

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INDEX TO EXHIBITS 

Exhibit No.                            Description
-----------                            -----------

   1.        Specimen certificate for Registrant's Common Stock -- incorporated
             herein by reference to Exhibit 4.1 to the Form S-1 Registration
             Statement.

   2.1       Amended and Restated Certificate of Incorporation -- incorporated
             herein by reference to Exhibit 3.1 to the Form S-1 Registration
             Statement.

   2.2       Amendment to Amended and Restated Certificate of Incorporation --
             incorporated herein by reference to Exhibit 3.2 to the Form S-1
             Registration Statement.

   2.3       Amended and Restated Certificate of Incorporation to become
             effective upon completion of the Registrant's initial public
             offering --incorporated herein by reference to Exhibit 3.3 to the
             Form S-1 Registration Statement.

   2.4       Bylaws -- incorporated herein by reference to Exhibit 3.4 to the
             Form S-1 Registration Statement.

   2.5       Bylaws to become effective upon completion of the Registrant's
             initial public offering -- incorporated herein by reference to
             Exhibit 3.5 to the Form S-1 Registration Statement.

   2.6       Second Amended and Restated Investor's Rights Agreement dated
             March 28, 2000 between the Registrant and certain holders of the
             Registrant's securities -- incorporated herein by reference to
             Exhibit 4.2 to the Form S-1 Registration Statement.

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