As filed with the Securities and Exchange Commission on June 5, 2003
                                                  Registration No. 333-_________
================================================================================
                UNITED STATED SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ____________________________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ____________________________

                       PROTEIN POLYMER TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                            33-0311631
      (State or Other Jurisdiction of            (I.R.S. Employer
       Incorporation or Organization)            Identification No.)

                           10655 Sorrento Valley Road
                           San Diego, California 92121
                    (Address of Principal Executive Offices)

                       2002 STOCK OPTION PLAN, AS AMENDED
            1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN, AS AMENDED
                INDIVIDUAL NON-STATUTORY STOCK OPTION AGREEMENTS
                            (Full title of the Plans)

                               J. THOMAS PARMETER
                       Chairman & Chief Executive Officer
                           10655 Sorrento Valley Road
                           San Diego, California 92121
                     (Name and Address of Agent For Service)

                                 (858) 558-6064
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                           Robert A. Miller, Jr., Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                       515 South Flower Street, 25th Floor
                           Los Angeles, CA 90071-2228
                                 (213) 683-6000

                                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
         Title Of                          Amount           Proposed Maximum      Proposed Maximum         Amount of
        Securities                          To Be            Offering Price      Aggregate Offering      Registration
    To Be Registered(1)                 Registered(2)         Per Share(4)            Price(4)                Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                 <C>                    <C>
Common Stock, $0.01 par value,
issuable upon exercise of outstanding
options granted under the
2002 Stock Option Plan, as amended        9,000,000            $0.65              $5,850,000             $473.27
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,
issuable upon exercise of outstanding
options granted under the 1996
Non-employee Directors Stock Option
Plan, as amended                         1,500,000(3)          $0.65               $975,000               $78.88
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,
issuable upon exercise of outstanding
options granted under individual
non-statutory stock option agreements
granted in the form of Exhibit 10.3        120,000             $0.48                $57,600               $4.66
---------------------------------------------------------------------------------------------------------------------
Total:                                   10,620,000                               $6,882,600             $556.81
---------------------------------------------------------------------------------------------------------------------
=====================================================================================================================
</TABLE>


(1)     The securities to be registered include options to acquire Common Stock.


<PAGE>

(2)     Pursuant to Rule 416(a), this registration statement also covers any
        additional securities that may be offered or issued in connection with
        any stock split, stock dividend or similar transaction.

(3)     The securities represent 1,500,000 additional securities authorized for
        issuance under Registrant's 1996 Non-employee Directors Stock Option
        Plan which originally authorized the issuance of 250,000 shares of
        Common Stock. Such original securities were registered pursuant to
        Registrant's Registration Statement on Form S-8 filed with the
        Commission on April 11, 1997 (File No. 333-24991).

(4)     Estimated pursuant to Rule 457 solely for purposes of calculating the
        registration fee. As to the shares under the 2002 Stock Option Plan, as
        amended and the 1996 Non-employee Directors Stock Option Plan, as
        amended the price is based on average of the bid and asked prices of our
        common stock as reported on the NASD Bulletin Board on May 30, 2003. As
        to the shares under the individual stock option agreements, the price is
        computed on the basis of the exercise price.


                                       2
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


        The information required by Part I of Form S-8 is contained in a Section
10(a) prospectus to be distributed to optionee and is omitted from this
registration statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference
------

        The following documents filed by Protein Polymer Technologies, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated into this registration statement and made
a part hereof by this reference:

        (a) The Company's Annual Report on Form 10-KSB as filed with the
Commission on March 28, 2003 for the year ended December 31, 2002;

        (b) The Company's Amendment to its Annual Report on Form 10-KSB/A as
filed with the Commission on March 5, 2003 for the year ended December 31, 2001;

        (c) The Company's Amendment to its Quarterly Report on Form 10-QSB/A as
filed with the Commission on March 5, 2003 for the quarter ended September 30,
2002;

        (d) The Company's Current Report on Form 8-K as filed with the
Commission on March 28, 2003;

        (e) The Company's Quarterly Report of Form 10-QSB as filed with the
Commission on May 14, 2003 for the quarter ended March 31, 2003; and

        (f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
December 11, 1991, as amended by Form 8-A filed with the Commission on January
17, 1992, and by Form 8-A, filed with the Commission on September 5, 1997.

        In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the date of this registration statement, and 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 a part hereof from the date of filing of such documents
with the Commission.


Item 4. Description of Securities
------

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel
------

        Not applicable.

Item 6. Indemnification of Directors and Officers
------


<PAGE>


        The bylaws provide generally for indemnification of our officers,
directors, agents and employees to the extent authorized by the Delaware General
Corporation Law. Pursuant to Section 145 of the Delaware General Corporation
Law, a corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in the positions so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of a corporation, however, indemnification is not
available if the person is adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless the court determines that
indemnification is appropriate. In addition, a corporation has the power to
purchase and maintain insurance for the persons. The statute also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

        As permitted by Section 102 of the Delaware General Corporation Law, our
stockholders have approved and incorporated provisions into our certificate of
incorporation eliminating a director's personal liability for monetary damages
to us and our stockholders arising from a breach of a director's fiduciary duty,
except for liability under Section 174 of the Delaware General Corporation Law
or liability for any breach of the director's duty of loyalty, for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law or for any transaction in which the director derived an
improper personal benefit.

        We have entered into indemnification agreements with each of our
directors and executive officers. These agreements contractually obligate us to
indemnify our directors and executive officers to the fullest extent permitted
by applicable law, including mandatory indemnification unless prohibited by
statute, mandatory advancement of expenses, accelerated procedures for the
authorization of indemnification and litigation "appeal" rights of an indemnitee
in the event of an unfavorable determination or where the board fails or refuses
to act. The indemnification agreements are not intended to deny or otherwise
limit third-party or derivative suits against us or our directors or officers,
but to the extent a director or officer were entitled to indemnity or
contribution under the indemnification agreement, we would bear the financial
burden of a third-party suit, and we would not benefit from derivative
recoveries against the director or officer. The recoveries would accrue to our
benefit but would be offset by our obligations to the director or officer under
the indemnification agreement.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission the indemnification is against
public policy as express in the Act and is, therefore, unenforceable.

        The above discussion of our bylaws, certificate of incorporation and
indemnification agreements and of Section 145 of the Delaware General
Corporation Law is not intended to be exhaustive and is qualified in its
entirety by our bylaws, certificate of incorporation, indemnification agreements
and statute.

Item 7. Exemption from Registration Claimed
------

        Not Applicable.

Item 8. Exhibits
------


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

5.1          Opinion of Paul, Hastings, Janofsky & Walker LLP as to legality
             of securities being registered.

10.1         2002 Stock Option Plan, as amended.


                                       2
<PAGE>


10.2         1996 Non-employee Directors Stock Option Plan, as amended.

10.3         Form of Individual Non-Statutory Option Agreement.

13.1*        Annual Report on Form 10-KSB for the year ended December 31, 2002.

13.2*        Amendment to Annual Report on Form 10-KSB/A for the year ended
             December 31, 2001.

13.3*        Amendment to Quarterly Report on Form 10-QSB/A for the quarter
             ended September 30, 2002.

13.4*        Current Report on Form 8-K filed on March 28, 2003.

13.5*        Quarterly Report on Form 10-QSB for the quarter ended March 31,
             2003.

23.1         Consent of Peterson & Company, independent auditors.

23.2         Consent of Ernst & Young LLP, independent auditors.

23.3         Consent of counsel (included in Exhibit 5.1).

24.1         Power of Attorney (included in signature page).

--------------
* Previously filed with the SEC and incorporated herein by reference.

Item 9.  Undertakings
------

        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 of 1933, as amended;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
registration statement;

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

        Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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; and

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

        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


                                       3
<PAGE>


Exchange Act that is incorporated by reference in this 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.

        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.


                                       4

<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on June 5, 2003.

                                   PROTEIN POLYMER TECHNOLOGIES, INC.


                                   By: /s/ J. THOMAS PARMETER
                                      -----------------------
                                   Name:  J. Thomas Parmeter
                                   Title: Chairman of the Board,
                                          President & Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Thomas Parmeter and Janis Y. Neves,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
<S>                               <C>                                       <C>
Signature                         Title                                     Date
---------                         -----                                     ----

/s/ J. THOMAS PARMETER            Chairman of the Board, President and      June 5, 2003
----------------------            Chief Executive Officer (Principal
J. Thomas Parmeter                Executive Officer)


/s/ JANIS Y. NEVES                Director of Finance and Assistant         June 5, 2003
------------------                Secretary
Janis Y. Neves                    (Principal Financial and Accounting
                                  Officer)


/s/ PHILLIP M. BERMAN             Director                                  June 5, 2003
---------------------
Phillip M. Berman

/s/ EDWARD G. CAPE                Director                                  June 5, 2003
------------------
Edward G. Cape

/s/ PHILIP J. DAVIS               Director                                  June 5, 2003
-------------------
Philip J. Davis

/s/ EDWARD J. HARTNETT            Director                                  June 5, 2003
----------------------
Edward J. Hartnett

/s/ KERRY L. KUHN                 Director                                  June 5, 2003
-----------------
Kerry L. Kuhn

/s/ GEORGE R. WALKER              Director                                  June 5, 2003
--------------------
George R. Walker
</TABLE>


                                       5
<PAGE>


                                INDEX TO EXHIBITS




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

5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP as to legality
               of securities being registered.

10.1           2002 Stock Option Plan, as amended.

10.2           1996 Non-employee Directors Stock Option Plan, as amended.

10.3           Form of Individual Non-Statutory Option Agreement.

23.1           Consent of Peterson & Company, independent auditors.

23.2           Consent of Ernst & Young LLP, independent auditors.

23.3           Consent of counsel (included in Exhibit 5.1).

24.1           Power of Attorney (included in signature page).


                                       6
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{"company-data": {"conformed-name": "PROTEIN POLYMER TECHNOLOGIES INC", "cik": "0000858155", "assigned-sic": "8731", "irs-number": "330311631", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105854", "film-number": "03733932"}, "business-address": {"street1": "10655 SORRENTO VALLEY RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195586064"}, "mail-address": {"street1": "10655 SORRENTO VALLEY ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on June 5, 2003
                                                  Registration No. 333-_________
================================================================================
                UNITED STATED SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ____________________________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ____________________________

                       PROTEIN POLYMER TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                            33-0311631
      (State or Other Jurisdiction of            (I.R.S. Employer
       Incorporation or Organization)            Identification No.)

                           10655 Sorrento Valley Road
                           San Diego, California 92121
                    (Address of Principal Executive Offices)

                       2002 STOCK OPTION PLAN, AS AMENDED
            1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN, AS AMENDED
                INDIVIDUAL NON-STATUTORY STOCK OPTION AGREEMENTS
                            (Full title of the Plans)

                               J. THOMAS PARMETER
                       Chairman & Chief Executive Officer
                           10655 Sorrento Valley Road
                           San Diego, California 92121
                     (Name and Address of Agent For Service)

                                 (858) 558-6064
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                           Robert A. Miller, Jr., Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                       515 South Flower Street, 25th Floor
                           Los Angeles, CA 90071-2228
                                 (213) 683-6000

                                           CALCULATION OF REGISTRATION FEE
=====================================================================================================================
         Title Of                          Amount           Proposed Maximum      Proposed Maximum         Amount of
        Securities                          To Be            Offering Price      Aggregate Offering      Registration
    To Be Registered(1)                 Registered(2)         Per Share(4)            Price(4)                Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,
issuable upon exercise of outstanding
options granted under the
2002 Stock Option Plan, as amended        9,000,000            $0.65              $5,850,000             $473.27
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,
issuable upon exercise of outstanding
options granted under the 1996
Non-employee Directors Stock Option
Plan, as amended                         1,500,000(3)          $0.65               $975,000               $78.88
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,
issuable upon exercise of outstanding
options granted under individual
non-statutory stock option agreements
granted in the form of Exhibit 10.3        120,000             $0.48                $57,600               $4.66
---------------------------------------------------------------------------------------------------------------------
Total:                                   10,620,000                               $6,882,600             $556.81
---------------------------------------------------------------------------------------------------------------------
=====================================================================================================================
(1)     The securities to be registered include options to acquire Common Stock.
(2)     Pursuant to Rule 416(a), this registration statement also covers any
        additional securities that may be offered or issued in connection with
        any stock split, stock dividend or similar transaction.

(3)     The securities represent 1,500,000 additional securities authorized for
        issuance under Registrant's 1996 Non-employee Directors Stock Option
        Plan which originally authorized the issuance of 250,000 shares of
        Common Stock. Such original securities were registered pursuant to
        Registrant's Registration Statement on Form S-8 filed with the
        Commission on April 11, 1997 (File No. 333-24991).

(4)     Estimated pursuant to Rule 457 solely for purposes of calculating the
        registration fee. As to the shares under the 2002 Stock Option Plan, as
        amended and the 1996 Non-employee Directors Stock Option Plan, as
        amended the price is based on average of the bid and asked prices of our
        common stock as reported on the NASD Bulletin Board on May 30, 2003. As
        to the shares under the individual stock option agreements, the price is
        computed on the basis of the exercise price.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I of Form S-8 is contained in a Section
10(a) prospectus to be distributed to optionee and is omitted from this
registration statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference
------

        The following documents filed by Protein Polymer Technologies, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated into this registration statement and made
a part hereof by this reference:

        (a) The Company's Annual Report on Form 10-KSB as filed with the
Commission on March 28, 2003 for the year ended December 31, 2002;

        (b) The Company's Amendment to its Annual Report on Form 10-KSB/A as
filed with the Commission on March 5, 2003 for the year ended December 31, 2001;

        (c) The Company's Amendment to its Quarterly Report on Form 10-QSB/A as
filed with the Commission on March 5, 2003 for the quarter ended September 30,
2002;

        (d) The Company's Current Report on Form 8-K as filed with the
Commission on March 28, 2003;

        (e) The Company's Quarterly Report of Form 10-QSB as filed with the
Commission on May 14, 2003 for the quarter ended March 31, 2003; and

        (f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
December 11, 1991, as amended by Form 8-A filed with the Commission on January
17, 1992, and by Form 8-A, filed with the Commission on September 5, 1997.

        In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the date of this registration statement, and 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 a part hereof from the date of filing of such documents
with the Commission.

Item 4. Description of Securities
------

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel
------

        Not applicable.

Item 6. Indemnification of Directors and Officers
------
The bylaws provide generally for indemnification of our officers,
directors, agents and employees to the extent authorized by the Delaware General
Corporation Law. Pursuant to Section 145 of the Delaware General Corporation
Law, a corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in the positions so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of a corporation, however, indemnification is not
available if the person is adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless the court determines that
indemnification is appropriate. In addition, a corporation has the power to
purchase and maintain insurance for the persons. The statute also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

        As permitted by Section 102 of the Delaware General Corporation Law, our
stockholders have approved and incorporated provisions into our certificate of
incorporation eliminating a director's personal liability for monetary damages
to us and our stockholders arising from a breach of a director's fiduciary duty,
except for liability under Section 174 of the Delaware General Corporation Law
or liability for any breach of the director's duty of loyalty, for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law or for any transaction in which the director derived an
improper personal benefit.

        We have entered into indemnification agreements with each of our
directors and executive officers. These agreements contractually obligate us to
indemnify our directors and executive officers to the fullest extent permitted
by applicable law, including mandatory indemnification unless prohibited by
statute, mandatory advancement of expenses, accelerated procedures for the
authorization of indemnification and litigation "appeal" rights of an indemnitee
in the event of an unfavorable determination or where the board fails or refuses
to act. The indemnification agreements are not intended to deny or otherwise
limit third-party or derivative suits against us or our directors or officers,
but to the extent a director or officer were entitled to indemnity or
contribution under the indemnification agreement, we would bear the financial
burden of a third-party suit, and we would not benefit from derivative
recoveries against the director or officer. The recoveries would accrue to our
benefit but would be offset by our obligations to the director or officer under
the indemnification agreement.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission the indemnification is against
public policy as express in the Act and is, therefore, unenforceable.

        The above discussion of our bylaws, certificate of incorporation and
indemnification agreements and of Section 145 of the Delaware General
Corporation Law is not intended to be exhaustive and is qualified in its
entirety by our bylaws, certificate of incorporation, indemnification agreements
and statute.

Item 7. Exemption from Registration Claimed
------

        Not Applicable.

Item 8. Exhibits
------

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

5.1          Opinion of Paul, Hastings, Janofsky & Walker LLP as to legality
             of securities being registered.

10.1         2002 Stock Option Plan, as amended.

                                       2
10.2         1996 Non-employee Directors Stock Option Plan, as amended.

10.3         Form of Individual Non-Statutory Option Agreement.

13.1*        Annual Report on Form 10-KSB for the year ended December 31, 2002.

13.2*        Amendment to Annual Report on Form 10-KSB/A for the year ended
             December 31, 2001.

13.3*        Amendment to Quarterly Report on Form 10-QSB/A for the quarter
             ended September 30, 2002.

13.4*        Current Report on Form 8-K filed on March 28, 2003.

13.5*        Quarterly Report on Form 10-QSB for the quarter ended March 31,
             2003.

23.1         Consent of Peterson & Company, independent auditors.

23.2         Consent of Ernst & Young LLP, independent auditors.

23.3         Consent of counsel (included in Exhibit 5.1).

24.1         Power of Attorney (included in signature page).

--------------
* Previously filed with the SEC and incorporated herein by reference.

Item 9.  Undertakings
------

        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 of 1933, as amended;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
registration statement;

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

        Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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; and

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

        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

                                       3
Exchange Act that is incorporated by reference in this 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.

        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.

                                       4
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on June 5, 2003.

                                   PROTEIN POLYMER TECHNOLOGIES, INC.

                                   By: /s/ J. THOMAS PARMETER
                                      -----------------------
                                   Name:  J. Thomas Parmeter
                                   Title: Chairman of the Board,
                                          President & Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Thomas Parmeter and Janis Y. Neves,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                         Title                                     Date
---------                         -----                                     ----

/s/ J. THOMAS PARMETER            Chairman of the Board, President and      June 5, 2003
----------------------            Chief Executive Officer (Principal
J. Thomas Parmeter                Executive Officer)

/s/ JANIS Y. NEVES                Director of Finance and Assistant         June 5, 2003
------------------                Secretary
Janis Y. Neves                    (Principal Financial and Accounting
                                  Officer)

/s/ PHILLIP M. BERMAN             Director                                  June 5, 2003
---------------------
Phillip M. Berman

/s/ EDWARD G. CAPE                Director                                  June 5, 2003
------------------
Edward G. Cape

/s/ PHILIP J. DAVIS               Director                                  June 5, 2003
-------------------
Philip J. Davis

/s/ EDWARD J. HARTNETT            Director                                  June 5, 2003
----------------------
Edward J. Hartnett

/s/ KERRY L. KUHN                 Director                                  June 5, 2003
-----------------
Kerry L. Kuhn

/s/ GEORGE R. WALKER              Director                                  June 5, 2003
--------------------
George R. Walker
5
INDEX TO EXHIBITS

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

5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP as to legality
               of securities being registered.

10.1           2002 Stock Option Plan, as amended.

10.2           1996 Non-employee Directors Stock Option Plan, as amended.

10.3           Form of Individual Non-Statutory Option Agreement.

23.1           Consent of Peterson & Company, independent auditors.

23.2           Consent of Ernst & Young LLP, independent auditors.

23.3           Consent of counsel (included in Exhibit 5.1).

24.1           Power of Attorney (included in signature page).

                                       6