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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q/A



             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2001

                                       or

             [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number: 000-26929

                              ADOLOR CORPORATION
            (Exact Name of Registrant as Specified in its Charter)


              Delaware                                 31-1429198
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

                            620 Pennsylvania Drive
                           Exton, Pennsylvania 19341
             (Address of Principal Executive Offices and Zip Code)

                                 484-595-1500
             (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days: Yes  X    No ______
                                      ----

Number of shares outstanding of the issuer's Common Stock, par value $.0001 per
share, as of May 11, 2001: 27,953,646 shares.

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PART II.  OTHER INFORMATION
---------------------------

ITEM 6.   Exhibits and Reports on Form 8-K:

     (a)   The following exhibits are filed as part of this Report on
           Form 10-Q/A:


3.1  Amended and Restated Certificate of Incorporation of Adolor.(1)

3.2  Restated Bylaws of Adolor. (Incorporated by reference to Exhibit 3.2 to the
     Company's Report on Form 10-Q, filed with the Securities and Exchange
     Commission on May 14, 2001).

3.3  Certificate of Designation, Preferences and Rights of Series A Junior
     Participating Preferred Stock of Adolor. (Incorporated by reference to
     Exhibit 3.3 to Adolor's Report on Form 10-Q, filed with the Securities and
     Exchange Commission on May 14, 2001).

4.1  Rights Agreement, dated as of February 20, 2001, between Adolor and
     StockTrans, Inc., as Rights Agent, which includes as Exhibit B thereto the
     Form of Rights Certificate. (Incorporated by reference to Exhibit 1.1 to
     Adolor's Registration Statement on Form 8-A, dated February 22, 2001.)

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(1)  The exhibit that was filed as Exhibit 3.1 to the Company's Report on Form
     10-Q filed with the Securities and Exchange Commission on May 14, 2001 was
     filed in error.


     (b)   We filed the following Current Reports on Form 8-K during the quarter
           ended March 31, 2001:

           We filed a Current Report on Form 8-K on February 23, 2001 to report,
           pursuant to Item 5, the adoption by our Board of Directors of a
           stockholder rights plan.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   ADOLOR CORPORATION

Date: May 17, 2001                 By: /s/ John J. Farrar
                                   ------------------------------
                                       John J. Farrar
                                       President and Chief Executive Officer

                                   By: /s/ Peter J. Schied
                                   --------------------------------
                                       Peter J. Schied
                                       Vice President, Chief Financial Officer
                                       and Secretary

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