<PAGE>

    As filed with the Securities and Exchange Commission on October 16, 2002.

                           Registration No. 33-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              --------------------

                               ADOLOR CORPORATION
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>

                                              620 Pennsylvania Drive

       Delaware                              Exton, Pennsylvania 19341                        31-1429198
<S>                             <C>                                                       <C>
(State of Incorporation)         (Address of principal executive offices)(Zip Code)        (I.R.S. Employer
                                                                                           Identification No.)
</TABLE>

      ADOLOR CORPORATION AMENDED AND RESTATED 1994 EQUITY COMPENSATION PLAN
                     OPTION AGREEMENTS FOR BRUCE A. PEACOCK

                   SHARE GRANT AGREEMENT FOR BRUCE A. PEACOCK
      RESTRICTED STOCK AGREEMENTS FOR MAY 14, 2002 GRANTS TO 17 INDIVIDUALS

                              --------------------
                            (Full Title of the Plans)

                                Martha E. Manning
                    Senior Vice President and General Counsel

                               Adolor Corporation
                             620 Pennsylvania Drive

                            Exton, Pennsylvania 19341
                     (name and address of agent for service)

                                 (484) 595-1500

          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           James A. Lebovitz, Esquire
                                     Dechert

                            4000 Bell Atlantic Tower
                                1717 Arch Street

                      Philadelphia, Pennsylvania 19103-2793
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                   Proposed                Proposed
Title of                       Amount              maximum                 maximum                    Amount of
securities                     to be               offering                aggregate                  registration
to be registered(1)            registered          price per share         offering price             fee
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                     <C>                        <C>
Amended and Restated 1994
Equity Compensation Plan        800,000 shares      $13.46 (3)              $10,768,000                $991
("Plan"), Common Stock,  par   (2)
value $.0001 per share
----------------------------------------------------------------------------------------------------------------------
Option Agreements,
Common Stock,  par value        540,000 shares      $13.46 (3)              $7,268,400                 $669
$.0001 per share
----------------------------------------------------------------------------------------------------------------------
Share Grant,
Common Stock, par value           5,000 shares      $14.81 (4)              $74,050                    $7
$.0001 per share
----------------------------------------------------------------------------------------------------------------------
Restricted Stock Agreements,
Common Stock,  par value         18,781 shares (5)  $13.54 (6)              $254,295                   $24
$.0001 per share
----------------------------------------------------------------------------------------------------------------------

Total Registration            1,363,781 shares                              $18,364,745                $1,691
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)  This Registration Statement registers the offer and/or sale of an aggregate
     of 1,363,781 shares of common stock, par value $.0001 per share, of the
     registrant ("Common Stock") currently reserved for issuance under the
     Adolor Corporation Amended and Restated 1994 Equity Compensation Plan (the
     "Plan"), and in connection with the Option Agreements for Bruce Peacock
     executed as of April 23, 2002 (the "Option Agreements"), the Agreement for
     Bruce Peacock executed April 22, 2002 ("Peacock Share Grant") and Memoranda
     to various individuals executed on May 14, 2002 ("Restricted Stock
     Agreements"). Pursuant to Rule 416 of the Securities Act of 1933, as
     amended (the "Securities Act"), the number of shares registered hereby
     includes such additional number of shares of Common Stock as are required
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  A total of 3,040,015 shares of Common Stock have previously been registered
     with respect to the Plan. The most recent prior registration was of 600,000
     shares of Common Stock (Registration No. 333-62428).

(3)  A maximum offering price of $13.46 was estimated pursuant to paragraphs (c)
     and (h) of Rule 457 of the Securities Act solely for the purposes of
     calculating the registration fee, based upon the average of the reported
     high and low sales prices for a share of Common Stock on October 10, 2002,
     as reported on the National Association of Securities Dealers' Automated
     Quotation System National Market.

(4)  The maximum offering price of the 5,000 shares of Common Stock granted in
     accordance with the Peacock Share Grant registered herewith was computed
     pursuant to Rule 457(h) based on the actual offering price of the Common
     Stock heretofore granted.

(5)  Up to 18,781 total shares of restricted Common Stock are being registered.
     The awards of restricted Common Stock were each made on May 14, 2002, to
     the following individuals in the following amounts: John Buehler (493
     shares), Diane Dehaven-Hudkins (437 shares), John Farrar (4,127 shares),
     Carrie Frey (821 shares), Deanne Garver (1,394 shares), Linda Harver (683
     shares), Connie Hughes (63 shares), David Jackson (1,380 shares), Virendra
     Kumar (336 shares), Vera Kutny (52 shares), Gwen Melincoff (2,234 shares),
     Andrew Reddick (3,917 shares), Peter Schied (979 shares), William Schmidt
     (1,416 shares), Stan Szpindor (306 shares), Lizanne Wentz (104 shares), and
     Carol Wolf (39 shares).

(6)  The maximum offering price of the 18,781 shares of Common Stock granted
     under the Restricted Stock Agreements registered herewith was computed
     pursuant to Rule 457(h) based on the actual offering price of the Common
     Stock heretofore granted.

                                      - 2 -

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing information specified in Part I of Form S-8 will
be sent or given to all employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents, heretofore filed by Adolor Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this Registration
Statement, except as superseded or modified as described herein:

       a.   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001, filed on April 1, 2002, which contains
            audited financial statements for the Registrant.

       b.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2002, filed on May 15, 2002.

       c.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2002, filed on August 13, 2002.

       d.   The Registrant's Current Report on Form 8-K, filed on August 13,
            2002.

       e.   The Registrant's Current Report on Form 8-K, filed on September 30,
            2002.

       f.   The Registrant's Current Report on Form 8-K, filed on October 16,
            2002.

       g.   The description of the Registrant's Common Stock contained in the
            Registrant's registration statement on Form S-1, dated February 8,
            2000, filed pursuant to Section 12 of the Exchange Act.

       h.   All documents subsequently filed by the Registrant pursuant to
            Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered have been sold or which deregisters all
            securities then remaining unsold, shall be deemed to be incorporated
            by reference in this Registration Statement and to be part hereof
            from the date of filing such documents. Any statement contained in
            an incorporated document shall be deemed to be modified or
            superseded for purposes of this Registration Statement to the extent
            that a statement contained herein, or in any other incorporated
            document subsequently filed, modifies or supersedes such statement.
            Any such statement so modified or superseded shall

                                     - 3 -

<PAGE>

            not be deemed, except as so modified or superseded, to constitute a
            part of this Registration Statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

            Under Section 145 of the General Corporate Law of the State of
Delaware, Adolor Corporation has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Adolor Corporation's bylaws also provide
for mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law. Adolor Corporation's certificate of
incorporation provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to Adolor
Corporation and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Adolor Corporation,
for acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for any transaction from which the director derived
an improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director's responsibilities under any other laws, such as
the federal securities laws or state or federal environmental laws. Adolor
Corporation has obtained a policy of directors' and officers' liability
insurance that insures its directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:

                                     - 4 -

<PAGE>

            Exhibit Number    Description
            --------------    -----------

            4.1               The relevant portions of the Registrant's Restated
                              Certificate of Incorporation defining the rights
                              of holders of Common Stock (incorporated by
                              reference to Exhibit 3.1 to the Report on Form
                              10-Q filed by the Registrant on August 14, 2001).

            4.2               Restated Bylaws of  the Registrant (incorporated
                              by reference to Exhibit 3.2 to the Report on Form
                              10-K filed by the Registrant on April 2, 2001).

            5.1               Opinion of Dechert.

            23.1              Consent of Independent Auditors.

            23.2              Consent of Dechert (contained in the opinion filed
                              as Exhibit 5.1 to this Registration Statement).

            24.1              Power of Attorney (included in Signature Page).


Item 9.     Undertakings.

Undertakings required by Item 512(a)
of Regulation S-K
------------------------------------

The undersigned Registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being made, a
        post-effective amendment to this Registration Statement:

           (i)    To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

           (ii)   To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the Registration Statement;

           (iii)  To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be

                                      - 5 -

<PAGE>

included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

   (2)  That, for the purpose of determining any liability under the Securities
        Act, each such post-effective amendment shall be deemed to be a new
        Registration Statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the
        termination of the offering.

Undertakings required by Item 512(b)
of Regulation S-K
---------------------------

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Undertakings required by Item 512(b)
of Regulation S-K
---------------------------

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      - 6 -

<PAGE>

                                   SIGNATURES

The Registrant. 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Exton, State of Pennsylvania, on October 16, 2002.

                                      ADOLOR CORPORATION



                                      By: /s/ Bruce A. Peacock
                                          --------------------------------------
                                          Bruce A. Peacock
                                          President, Chief Executive Officer and
                                          Director (Principal Executive Officer)


                                      By: /s/ Peter J. Schied
                                          --------------------------------------
                                          Peter J. Schied
                                          Senior Vice President and Chief
                                          Financial Officer (Principal Financial
                                          and Accounting Officer)


                                POWER OF ATTORNEY

            Each person whose signature appears below constitutes and appoints
Bruce A. Peacock and Peter J. Schied and each of them, as such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities, to sign any and all amendments (including pre- or
post-effective amendments) to this Registration Statement on Form S-8 under the
Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully as to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and the date indicated on October 16,
2002.

                                      - 7 -

<PAGE>

/s/ Bruce A. Peacock
------------------------------------
 Bruce A. Peacock                    President, Chief Executive Officer and
                                     Director (Principal Executive Officer)


/s/ Peter J. Schied
------------------------------------
 Peter J. Schied                     Senior Vice President and Chief Financial
                                     Officer (Principal Financial and Accounting
                                     Officer)


/s/ Ellen M. Feeney
------------------------------------
 Ellen M. Feeney                     Director


/s/ Paul Goddard
------------------------------------
 Paul Goddard                        Director


/s/ David M. Madden
------------------------------------
 David M. Madden                     Director


/s/ Robert T. Nelsen
------------------------------------
 Robert T. Nelsen                    Director


/s/ Claude H. Nash
------------------------------------
 Claude H. Nash                      Director





                                      - 8 -
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8 FOR ADOLOR CORPORATION", "secsgml_size_bytes": 21697}]
{"company-data": {"conformed-name": "ADOLOR CORP", "cik": "0001076167", "assigned-sic": "2834", "irs-number": "311429198", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100585", "film-number": "02790858"}, "business-address": {"street1": "620 PENNSYLVANIA DRIVE", "city": "EXTON", "state": "PA", "zip": "19341"}, "mail-address": {"street1": "620 PENNSYLVANIA DRIVE", "city": "EXTON", "state": "PA", "zip": "19341"}}
As filed with the Securities and Exchange Commission on October 16, 2002.

                           Registration No. 33-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              --------------------

                               ADOLOR CORPORATION
             (Exact name of Registrant as specified in its charter)
620 Pennsylvania Drive

       Delaware                              Exton, Pennsylvania 19341                        31-1429198
(State of Incorporation)         (Address of principal executive offices)(Zip Code)        (I.R.S. Employer
                                                                                           Identification No.)
ADOLOR CORPORATION AMENDED AND RESTATED 1994 EQUITY COMPENSATION PLAN
                     OPTION AGREEMENTS FOR BRUCE A. PEACOCK

                   SHARE GRANT AGREEMENT FOR BRUCE A. PEACOCK
      RESTRICTED STOCK AGREEMENTS FOR MAY 14, 2002 GRANTS TO 17 INDIVIDUALS

                              --------------------
                            (Full Title of the Plans)

                                Martha E. Manning
                    Senior Vice President and General Counsel

                               Adolor Corporation
                             620 Pennsylvania Drive

                            Exton, Pennsylvania 19341
                     (name and address of agent for service)

                                 (484) 595-1500

          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           James A. Lebovitz, Esquire
                                     Dechert

                            4000 Bell Atlantic Tower
                                1717 Arch Street

                      Philadelphia, Pennsylvania 19103-2793
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                   Proposed                Proposed
Title of                       Amount              maximum                 maximum                    Amount of
securities                     to be               offering                aggregate                  registration
to be registered(1)            registered          price per share         offering price             fee
----------------------------------------------------------------------------------------------------------------------
Amended and Restated 1994
Equity Compensation Plan        800,000 shares      $13.46 (3)              $10,768,000                $991
("Plan"), Common Stock,  par   (2)
value $.0001 per share
----------------------------------------------------------------------------------------------------------------------
Option Agreements,
Common Stock,  par value        540,000 shares      $13.46 (3)              $7,268,400                 $669
$.0001 per share
----------------------------------------------------------------------------------------------------------------------
Share Grant,
Common Stock, par value           5,000 shares      $14.81 (4)              $74,050                    $7
$.0001 per share
----------------------------------------------------------------------------------------------------------------------
Restricted Stock Agreements,
Common Stock,  par value         18,781 shares (5)  $13.54 (6)              $254,295                   $24
$.0001 per share
----------------------------------------------------------------------------------------------------------------------

Total Registration            1,363,781 shares                              $18,364,745                $1,691
----------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement registers the offer and/or sale of an aggregate
     of 1,363,781 shares of common stock, par value $.0001 per share, of the
     registrant ("Common Stock") currently reserved for issuance under the
     Adolor Corporation Amended and Restated 1994 Equity Compensation Plan (the
     "Plan"), and in connection with the Option Agreements for Bruce Peacock
     executed as of April 23, 2002 (the "Option Agreements"), the Agreement for
     Bruce Peacock executed April 22, 2002 ("Peacock Share Grant") and Memoranda
     to various individuals executed on May 14, 2002 ("Restricted Stock
     Agreements"). Pursuant to Rule 416 of the Securities Act of 1933, as
     amended (the "Securities Act"), the number of shares registered hereby
     includes such additional number of shares of Common Stock as are required
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  A total of 3,040,015 shares of Common Stock have previously been registered
     with respect to the Plan. The most recent prior registration was of 600,000
     shares of Common Stock (Registration No. 333-62428).

(3)  A maximum offering price of $13.46 was estimated pursuant to paragraphs (c)
     and (h) of Rule 457 of the Securities Act solely for the purposes of
     calculating the registration fee, based upon the average of the reported
     high and low sales prices for a share of Common Stock on October 10, 2002,
     as reported on the National Association of Securities Dealers' Automated
     Quotation System National Market.

(4)  The maximum offering price of the 5,000 shares of Common Stock granted in
     accordance with the Peacock Share Grant registered herewith was computed
     pursuant to Rule 457(h) based on the actual offering price of the Common
     Stock heretofore granted.

(5)  Up to 18,781 total shares of restricted Common Stock are being registered.
     The awards of restricted Common Stock were each made on May 14, 2002, to
     the following individuals in the following amounts: John Buehler (493
     shares), Diane Dehaven-Hudkins (437 shares), John Farrar (4,127 shares),
     Carrie Frey (821 shares), Deanne Garver (1,394 shares), Linda Harver (683
     shares), Connie Hughes (63 shares), David Jackson (1,380 shares), Virendra
     Kumar (336 shares), Vera Kutny (52 shares), Gwen Melincoff (2,234 shares),
     Andrew Reddick (3,917 shares), Peter Schied (979 shares), William Schmidt
     (1,416 shares), Stan Szpindor (306 shares), Lizanne Wentz (104 shares), and
     Carol Wolf (39 shares).

(6)  The maximum offering price of the 18,781 shares of Common Stock granted
     under the Restricted Stock Agreements registered herewith was computed
     pursuant to Rule 457(h) based on the actual offering price of the Common
     Stock heretofore granted.

                                      - 2 -
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing information specified in Part I of Form S-8 will
be sent or given to all employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents, heretofore filed by Adolor Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this Registration
Statement, except as superseded or modified as described herein:

       a.   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2001, filed on April 1, 2002, which contains
            audited financial statements for the Registrant.

       b.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2002, filed on May 15, 2002.

       c.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2002, filed on August 13, 2002.

       d.   The Registrant's Current Report on Form 8-K, filed on August 13,
            2002.

       e.   The Registrant's Current Report on Form 8-K, filed on September 30,
            2002.

       f.   The Registrant's Current Report on Form 8-K, filed on October 16,
            2002.

       g.   The description of the Registrant's Common Stock contained in the
            Registrant's registration statement on Form S-1, dated February 8,
            2000, filed pursuant to Section 12 of the Exchange Act.

       h.   All documents subsequently filed by the Registrant pursuant to
            Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered have been sold or which deregisters all
            securities then remaining unsold, shall be deemed to be incorporated
            by reference in this Registration Statement and to be part hereof
            from the date of filing such documents. Any statement contained in
            an incorporated document shall be deemed to be modified or
            superseded for purposes of this Registration Statement to the extent
            that a statement contained herein, or in any other incorporated
            document subsequently filed, modifies or supersedes such statement.
            Any such statement so modified or superseded shall

                                     - 3 -
not be deemed, except as so modified or superseded, to constitute a
            part of this Registration Statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

            Under Section 145 of the General Corporate Law of the State of
Delaware, Adolor Corporation has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Adolor Corporation's bylaws also provide
for mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law. Adolor Corporation's certificate of
incorporation provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to Adolor
Corporation and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Adolor Corporation,
for acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for any transaction from which the director derived
an improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director's responsibilities under any other laws, such as
the federal securities laws or state or federal environmental laws. Adolor
Corporation has obtained a policy of directors' and officers' liability
insurance that insures its directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.

Item 7.     Exemption From Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:

                                     - 4 -
Exhibit Number    Description
            --------------    -----------

            4.1               The relevant portions of the Registrant's Restated
                              Certificate of Incorporation defining the rights
                              of holders of Common Stock (incorporated by
                              reference to Exhibit 3.1 to the Report on Form
                              10-Q filed by the Registrant on August 14, 2001).

            4.2               Restated Bylaws of  the Registrant (incorporated
                              by reference to Exhibit 3.2 to the Report on Form
                              10-K filed by the Registrant on April 2, 2001).

            5.1               Opinion of Dechert.

            23.1              Consent of Independent Auditors.

            23.2              Consent of Dechert (contained in the opinion filed
                              as Exhibit 5.1 to this Registration Statement).

            24.1              Power of Attorney (included in Signature Page).

Item 9.     Undertakings.

Undertakings required by Item 512(a)
of Regulation S-K
------------------------------------

The undersigned Registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being made, a
        post-effective amendment to this Registration Statement:

           (i)    To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

           (ii)   To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the Registration Statement;

           (iii)  To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be

                                      - 5 -
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

   (2)  That, for the purpose of determining any liability under the Securities
        Act, each such post-effective amendment shall be deemed to be a new
        Registration Statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the
        termination of the offering.

Undertakings required by Item 512(b)
of Regulation S-K
---------------------------

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Undertakings required by Item 512(b)
of Regulation S-K
---------------------------

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      - 6 -
SIGNATURES

The Registrant. 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Exton, State of Pennsylvania, on October 16, 2002.

                                      ADOLOR CORPORATION

                                      By: /s/ Bruce A. Peacock
                                          --------------------------------------
                                          Bruce A. Peacock
                                          President, Chief Executive Officer and
                                          Director (Principal Executive Officer)

                                      By: /s/ Peter J. Schied
                                          --------------------------------------
                                          Peter J. Schied
                                          Senior Vice President and Chief
                                          Financial Officer (Principal Financial
                                          and Accounting Officer)

                                POWER OF ATTORNEY

            Each person whose signature appears below constitutes and appoints
Bruce A. Peacock and Peter J. Schied and each of them, as such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities, to sign any and all amendments (including pre- or
post-effective amendments) to this Registration Statement on Form S-8 under the
Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully as to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and the date indicated on October 16,
2002.

                                      - 7 -
/s/ Bruce A. Peacock
------------------------------------
 Bruce A. Peacock                    President, Chief Executive Officer and
                                     Director (Principal Executive Officer)

/s/ Peter J. Schied
------------------------------------
 Peter J. Schied                     Senior Vice President and Chief Financial
                                     Officer (Principal Financial and Accounting
                                     Officer)

/s/ Ellen M. Feeney
------------------------------------
 Ellen M. Feeney                     Director

/s/ Paul Goddard
------------------------------------
 Paul Goddard                        Director

/s/ David M. Madden
------------------------------------
 David M. Madden                     Director

/s/ Robert T. Nelsen
------------------------------------
 Robert T. Nelsen                    Director

/s/ Claude H. Nash
------------------------------------
 Claude H. Nash                      Director

                                      - 8 -