<PAGE>
 
      As filed with the Securities and Exchange Commission on May 1, 1997
                                          Registration No. 33-..................

================================================================================
                       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 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)                      (Zip Code)

                                   _________

                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               J. THOMAS PARMETER
                       Chairman & Chief Executive Officer
                       PROTEIN POLYMER TECHNOLOGIES, INC.
                           10655 Sorrento Valley Road
                          San Diego, California  92121
                    (Name and address of agent for service)

                                 (619) 558-6064

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================== 
                                                                Proposed              Proposed
                                                                 Maximum              Maximum
          Title of Securities              Amount to be      Offering Price          Aggregate              Amount of
           to be Registered                 Registered        Per Share (1)      Offering Price (1)     Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                 <C>                    <C>
Common Stock, $.01 par value                   500,000(2)            $2.25             $1,125,000               $340.91
 
Options to purchase shares of Common           500,000(3)            $ -0-(3)          $      -0-(3)            $   -0-(3)
 Stock, par value $.01 per share (3)
========================================================================================================================== 
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457 under the Securities Act of
    1933, as amended.  The Proposed Maximum Offering Price Per Share and the
    Proposed Maximum Aggregate Offering Price are based on the last sale price
    as quoted on the National Association of Securities Dealers Automated
    Quotation System on April 24, 1997 of $2.25 per share with respect to the
    500,000 shares issuable upon exercise of Options to be granted under the
    Company's Employee Stock Purchase Plan.
(2) This Registration Statement covers, in addition to such number of shares
    issuable upon exercise of the Options to be granted under the Company's
    Employee Stock Purchase Plan, an indeterminate number of additional shares
    which may become subject to Options as a result of the adjustment provisions
    of the Plan.  The registration fee is calculated only on the stated number
    of shares.
(3) The Options to be registered hereunder are being registered for the sole
    purpose of permitting the Company to qualify the Options by coordination in
    California.  Because the Options will be distributed without charge to Plan
    participants, no separate registration fee is required.
================================================================================
<PAGE>
 
                                   PART II/1/


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

(a)    The Annual Report on Form 10-KSB of Protein Polymer Technologies, Inc.
       (the "Company" or "Registrant") for the fiscal year ended December 31,
       1996 filed with the Securities and Exchange Commission (the "Commission")
       on March 27, 1997 pursuant to the Securities Exchange Act of 1934, as
       amended (the "Exchange Act");

(b)    The description of the Company's Common Stock contained in the Company's
       Registration Statement under the Exchange Act on Form 8-A, filed with the
       Commission on December 11, 1991, as amended by Form 8 filed on January
       17, 1992.


       In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
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 into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.




--------------------------------------
/1/  Information required by Part I of Form S-8 is contained in a Section 10(a)
     prospectus to be distributed to each optionee and is omitted from this
     Registration Statement in accordance with Rule 428 promulgated under the
     Securities Act and the Note to Part I of Form S-8.

                                       2
<PAGE>
 
ITEM 4.  DESCRIPTION OF SECURITIES

       PLAN OPTIONS.  The Company's Employee Stock Purchase Plan (the "Plan")
       ------------
was adopted by the Board of Directors of the Company (the "Board") on September
24, 1996, subject to approval of the Company's stockholders.  The Plan was
submitted to the stockholders of the Company for approval, and was so approved,
at the Annual Meeting of the Stockholders held on April 25, 1997.  The purpose
of the Plan is to provide eligible employees of the Company with the opportunity
to acquire a proprietary interest in the Company through participation in a plan
designed to qualify as an employee stock purchase plan under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code").  The following summary
description of the Plan is qualified in its entirety by reference to the full
text of the Plan.

       Under the Plan, the aggregate number of shares of the Company's Common
Stock which may be issued over the term of the Plan is 500,000 shares, subject
to proportionate adjustment in the event of any stock dividend, stock split,
reverse stock split, or other change affecting the outstanding Common Stock as a
class without the Company's receipt of consideration.  The shares to be issued
under the Plan will be made available from either authorized but unissued shares
of Common Stock or from shares of Common Stock reacquired by the Company,
including shares of Common Stock purchased on the open market.

       The Plan will be administered by a committee comprised of at least two
non-employee members of the Board appointed from time to time by the Board (the
"Plan Administrator").  It is currently contemplated that the Stock Option and
Compensation Committee of the Board will be the Plan Administrator.  Under the
Plan, the administrative powers of the Plan Administrator include (but are not
limited to) authority to (i) interpret and construe any provision of the Plan,
(ii) adopt such rules and regulations for administering the Plan as it may deem
necessary in order to comply with Section 423 of the Code, and (iii) make all
other determinations necessary or advisable for the administration of the Plan.

       Any person (other than the Company's Chief Executive Officer) who is
regularly scheduled to work more than twenty hours per week for more than five
months per calendar year in the employ of the Company (or any affiliate of the
Company as may be authorized from time to time by the Board to extend the
benefits of the Plan to its employees) is eligible to participate in the Plan
(each an "Eligible Employee").  Each Eligible Employee actively participating in
the Plan (each a "Participant") will have the ability under the Plan to
purchase, through payroll deductions, shares of Common Stock at a discount to
the fair market value of the Common Stock.  As of March 21, 1997 the Company
employed 25 Eligible Employees.

       Under the Plan, shares of Common Stock will be made available for
purchase by Eligible Employees through a series of successive offering periods
until the earlier of 

                                       3
<PAGE>
 
(i) the purchase of the maximum number of shares available for issuance under
the Plan or (ii) the termination of the Plan. Each offering period will have a
maximum duration of 24 months. The duration of each offering period will be
designated by the Plan Administrator. The initial offering period will run from
January 2, 1997 to the last business day in December 1997. The next offering
period will begin on the first business day in January 1998, and subsequent
offering periods will commence annually unless otherwise designated by the Plan
Administrator.

       An individual who is an Eligible Employee may begin participation in the
Plan on the first business day of any calendar quarter within an offering period
in effect under the Plan.  The date on which such individual joins the offering
period will become that individual's entry date (the "Entry Date") for the
offering period, and on that date such individual will be granted his or her
purchase right for the offering period.  To participate in the Plan for a
particular offering period, the Eligible Employee must complete certain
enrollment forms prescribed by the Plan Administrator (including a purchase
agreement and a payroll deduction authorization) and file such forms with the
Plan Administrator.

       Each Participant will be granted a separate purchase right for each
offering period in which he or she participates.  The purchase right will be
granted on the Entry Date on which the Participant first joins the offering
period in effect under the Plan and will be automatically exercised on the last
business day of each calendar quarter (a "Quarterly Purchase Date") while that
purchase right remains outstanding (except that in the first offering period,
such Quarterly Purchase Date is delayed until within ten business days after
approval of the Plan by the Company's stockholders.)  Common Stock will be
issuable on each Quarterly Purchase Date within the offering period at a
purchase price per share equal to 85% of the lower of (i) the fair market value
per share on the Participant's Entry Date (which in no event may be less than
the fair market value per share on the start date of the offering period) or
(ii) the fair market value per share on the Quarterly Purchase Date.  The number
of shares purchasable by a Participant will be equal to the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions for the calendar quarter by the purchase price in effect for
the Quarterly Purchase Date, up to a maximum of 5,000 shares.

       The payroll deduction authorized by the Eligible Employee for the purpose
of acquiring shares of Common Stock under the Plan may be any multiple of 1% of
such employee's base salary paid to the employee during each calendar quarter
within the offering period, up to a maximum of 20%.  The authorized deduction
rate will continue in effect for the remainder of the offering period and for
subsequent offering periods, unless changed by the Participant.  A Participant
may reduce the rate of payroll deduction at any time during a calendar quarter,
but no more than once per calendar quarter, and such reduction will be effective
as soon as possible after notification is made to the Plan Administrator.  The
rate of payroll deduction may be increased prior to the commencement of any
calendar quarter within the offering period, and will be effective on the first
day of such calendar quarter.

                                       4
<PAGE>
 
       A Participant may terminate his or her outstanding purchase right under
the Plan at any time prior to the next Quarterly Purchase Date.  Upon such
termination, no further payroll deductions will be collected from the
Participant, and any payroll deductions collected for the calendar quarter will,
at the election of the Participant, be immediately refunded or held for the
purchase of shares on the next Quarterly Purchase Date.  The purchase right of a
Participant will also terminate if he or she ceases to be an Eligible Employee.
Upon such termination, all payroll deductions collected for the calendar quarter
will be refunded to the Participant.  No purchase right granted under the Plan
is assignable or transferable by the Participant other than by will or the laws
of descent and distribution following the Participant's death, and during the
Participant's lifetime the purchase right may be exercised only by the
Participant.

       No Participant will be entitled to accrue rights to acquire Common Stock
pursuant to any purchase right outstanding under the Plan if and to the extent
such accrual, when aggregated with (i) rights to purchase Common Stock accrued
under any other purchase right outstanding under the Plan and (ii) similar
rights accrued under other employee stock purchase plans of the Company, would
otherwise permit such Participant to purchase more than $25,000 of stock of the
Company for each calendar year such rights are at any time outstanding.

       In the event of (i) a merger or consolidation in which the Company is not
the surviving entity (except for a transaction the principal purpose of which is
to change the state in which the Company is incorporated), (ii) the sale,
transfer or other disposition of all or substantially all of the assets of the
Company in complete liquidation or dissolution of the Company or (iii) any
reverse merger in which the Company is the surviving entity but in which
securities possessing more than 50% of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
merger, then all outstanding purchase rights under the Plan will automatically
be exercised immediately prior to the consummation of such event.

       No taxable income will be realized by a Participant upon the purchase of
shares on a Quarterly Purchase Date.  The sale or disposition of Common Stock
purchased pursuant to the Plan is generally a taxable event.  The Participant
will realize a gain or loss in an amount equal to the difference between his or
her basis (normally the purchase price) in the Common Stock and the proceeds
from the sale or disposition.  If Common Stock acquired pursuant to the Plan is
not sold or otherwise disposed of within a specified time period after the date
of purchase (the "Holding Period"), any gain or loss resulting from the sale or
disposition of the Common Stock will be treated as long-term capital gain or
loss subject to a special rule that requires the portion of any such gain that
does not exceed the initial discount (at the time the right to purchase the
stock was granted) to be treated as compensation income.  If Common Stock
acquired pursuant to the Plan is disposed of prior to the expiration of the
Holding Period (a "Disqualifying Disposition"), the excess of the fair market
value of the Common Stock on the date the shares were purchased over the

                                       5
<PAGE>
 
purchase price will be treated as ordinary income. However, any additional gain
will be taxed as capital gain. If a Participant disposes of the Common Stock
more than one year after the date of purchase, such capital gain or loss will be
treated as long-term capital gain or loss.

       The Company normally is not entitled to a deduction with respect to the
issuance of shares of Common Stock under the Plan.  However, in the event of a
Disqualifying Disposition, the Company will be entitled to deduct the ordinary
income realized by the Participant.

       The Plan provides that the Board of Directors may amend, suspend or
terminate the Plan following any Quarterly Purchase Date; provided, however,
that approval of the stockholders is required to materially increase the
aggregate number of shares issuable under the Plan or the maximum number of
shares purchasable per Participant on any one Quarterly Purchase Date (other
than to reflect changes in the Company's capital structure), alter the purchase
price formula so as to reduce the purchase price for shares issuable under the
Plan, or materially increase the benefits accruing to Participants under the
Plan or materially modify the requirements for eligibility to participate in the
Plan.  Unless sooner terminated, the Plan will terminate on the earlier of (i)
the last business day in 2001 or (ii) the date on which all shares available for
issuance under the Plan shall have been sold pursuant to the purchase rights
exercised under the Plan.

       COMMON STOCK.  Not applicable; the class of the Company's Common Stock 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 of the Company provide generally for indemnification of
officers, directors, agents and employees of the Company 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 such
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 such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate.  In addition, a corporation has the power to
purchase and maintain insurance for such persons.  The statute also expressly
provides that the power to

                                       6
<PAGE>
 
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, the
Company's Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Company and its 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 to the Company or its stockholders, 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.

       The Company has entered into supplemental indemnification agreements with
each of its directors and executive officers.  These agreements provide broader
indemnity rights than those provided under the Delaware General Corporation Law
and the Company's Bylaws.  The indemnification agreements are not intended to
deny or otherwise limit third-party or derivative suits against the Company or
its directors or officers, but to the extent a director or officer were entitled
to indemnity or contribution under the indemnification agreement, the financial
burden of a third-party suit would be borne by the Company, and the Company
would not benefit from derivative recoveries against the director or officer.
Such recoveries would accrue to the benefit of the Company but would be offset
by the Company's obligations to the director or officer under the
indemnification agreement.  The Company's Bylaws authorize the Company to
purchase and maintain insurance on behalf of its present and former directors,
officers, employees and agents, whether or not the Company would have power to
indemnify such persons.  The Company from time to time maintains directors' and
officers' liability insurance in amounts it deems appropriate.

       The above discussion of the Company's 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 such Bylaws, Certificate of Incorporation, indemnification
agreements and statute.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

                                       7
<PAGE>
 
ITEM 8.  EXHIBITS

       Exhibit
       -------

       4.1  The Company's Employee Stock Purchase Plan.

       5.1  Opinion of counsel as to legality of securities being registered.

       23.1  Consent of Ernst & Young LLP, independent auditors.

       23.2  Consent of counsel (included in Exhibit 5.1).

       24.1  Power of Attorney (included herein on the signature page).


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;

           (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

                                       8
<PAGE>
 
       (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
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 of 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.

                                       9
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 April 29, 1997.


                            PROTEIN POLYMER TECHNOLOGIES, INC.,
                            a Delaware corporation



                            By: /s/ J. THOMAS PARMETER
                                -----------------------------------
                                J. Thomas Parmeter
                                President & Chief Executive Officer

                                      10
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints J. Thomas Parmeter and Aron P. Stern, and
each of them, his true and lawful attorney-in-fact and agent, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement
and any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
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 in
and about the premises, as fully to all intents and purposes as he 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
        Signature                            Title                         Date
-------------------------   ---------------------------------------   --------------
<S>                         <C>                                       <C>
 
/s/ J. Thomas Parmeter      Chairman of the Board, President          April 29, 1997
-------------------------   and Chief Executive Officer
J. Thomas Parmeter          (Principal Executive Officer)
 
 
/s/ Aron P. Stern           Vice President-Finance and Chief          April 29, 1997
-------------------------   Financial Officer (Principal Financial
Aron P. Stern               and Accounting Officer)
 
 
/s/ Edward E. David         Director                                  April 29, 1997
-------------------------
Edward E. David
 
 
/s/ George R. Walker        Director                                  April 29, 1997
-------------------------
George R. Walker

                            Director
-------------------------
Brent R. Nicklas


/s/ Patricia J. Cornell     Director                                  April 29, 1997
--------------------------
Patricia J. Cornell
 
 
/s/ Bertram I. Rowland      Director                                  April 29, 1997
--------------------------
Bertram I. Rowland
 

/s/ Phillip J. Davis        Director                                  April 29, 1997
--------------------------
Philip J. Davis
 

/s/ Edward J. Hartnett      Director                                  April 29, 1997
--------------------------
Edward J. Hartnett
</TABLE>

                                      11
<PAGE>
 
                                 EXHIBIT INDEX


Exhibits
--------

4.1    Employee Stock Purchase Plan.

5.1    Opinion of counsel as to legality of securities
       being registered.

23.1   Consent of Ernst & Young LLP, independent auditors.

23.2   Consent of counsel (included in Exhibit 5.1).

24.1   Power of Attorney (included herein on the signature page).

                                      12
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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": "333-26319", "film-number": "97593387"}, "business-address": {"street1": "10655 SORRENTO VALLEY RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195586064"}}
As filed with the Securities and Exchange Commission on May 1, 1997
                                          Registration No. 33-..................

================================================================================
                       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 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)                      (Zip Code)

                                   _________

                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               J. THOMAS PARMETER
                       Chairman & Chief Executive Officer
                       PROTEIN POLYMER TECHNOLOGIES, INC.
                           10655 Sorrento Valley Road
                          San Diego, California  92121
                    (Name and address of agent for service)

                                 (619) 558-6064

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

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================== 
                                                                Proposed              Proposed
                                                                 Maximum              Maximum
          Title of Securities              Amount to be      Offering Price          Aggregate              Amount of
           to be Registered                 Registered        Per Share (1)      Offering Price (1)     Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value                   500,000(2)            $2.25             $1,125,000               $340.91
 
Options to purchase shares of Common           500,000(3)            $ -0-(3)          $      -0-(3)            $   -0-(3)
 Stock, par value $.01 per share (3)
==========================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457 under the Securities Act of
    1933, as amended.  The Proposed Maximum Offering Price Per Share and the
    Proposed Maximum Aggregate Offering Price are based on the last sale price
    as quoted on the National Association of Securities Dealers Automated
    Quotation System on April 24, 1997 of $2.25 per share with respect to the
    500,000 shares issuable upon exercise of Options to be granted under the
    Company's Employee Stock Purchase Plan.
(2) This Registration Statement covers, in addition to such number of shares
    issuable upon exercise of the Options to be granted under the Company's
    Employee Stock Purchase Plan, an indeterminate number of additional shares
    which may become subject to Options as a result of the adjustment provisions
    of the Plan.  The registration fee is calculated only on the stated number
    of shares.
(3) The Options to be registered hereunder are being registered for the sole
    purpose of permitting the Company to qualify the Options by coordination in
    California.  Because the Options will be distributed without charge to Plan
    participants, no separate registration fee is required.
================================================================================
PART II/1/

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

(a)    The Annual Report on Form 10-KSB of Protein Polymer Technologies, Inc.
       (the "Company" or "Registrant") for the fiscal year ended December 31,
       1996 filed with the Securities and Exchange Commission (the "Commission")
       on March 27, 1997 pursuant to the Securities Exchange Act of 1934, as
       amended (the "Exchange Act");

(b)    The description of the Company's Common Stock contained in the Company's
       Registration Statement under the Exchange Act on Form 8-A, filed with the
       Commission on December 11, 1991, as amended by Form 8 filed on January
       17, 1992.

       In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
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 into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.

--------------------------------------
/1/  Information required by Part I of Form S-8 is contained in a Section 10(a)
     prospectus to be distributed to each optionee and is omitted from this
     Registration Statement in accordance with Rule 428 promulgated under the
     Securities Act and the Note to Part I of Form S-8.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES

       PLAN OPTIONS.  The Company's Employee Stock Purchase Plan (the "Plan")
       ------------
was adopted by the Board of Directors of the Company (the "Board") on September
24, 1996, subject to approval of the Company's stockholders.  The Plan was
submitted to the stockholders of the Company for approval, and was so approved,
at the Annual Meeting of the Stockholders held on April 25, 1997.  The purpose
of the Plan is to provide eligible employees of the Company with the opportunity
to acquire a proprietary interest in the Company through participation in a plan
designed to qualify as an employee stock purchase plan under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code").  The following summary
description of the Plan is qualified in its entirety by reference to the full
text of the Plan.

       Under the Plan, the aggregate number of shares of the Company's Common
Stock which may be issued over the term of the Plan is 500,000 shares, subject
to proportionate adjustment in the event of any stock dividend, stock split,
reverse stock split, or other change affecting the outstanding Common Stock as a
class without the Company's receipt of consideration.  The shares to be issued
under the Plan will be made available from either authorized but unissued shares
of Common Stock or from shares of Common Stock reacquired by the Company,
including shares of Common Stock purchased on the open market.

       The Plan will be administered by a committee comprised of at least two
non-employee members of the Board appointed from time to time by the Board (the
"Plan Administrator").  It is currently contemplated that the Stock Option and
Compensation Committee of the Board will be the Plan Administrator.  Under the
Plan, the administrative powers of the Plan Administrator include (but are not
limited to) authority to (i) interpret and construe any provision of the Plan,
(ii) adopt such rules and regulations for administering the Plan as it may deem
necessary in order to comply with Section 423 of the Code, and (iii) make all
other determinations necessary or advisable for the administration of the Plan.

       Any person (other than the Company's Chief Executive Officer) who is
regularly scheduled to work more than twenty hours per week for more than five
months per calendar year in the employ of the Company (or any affiliate of the
Company as may be authorized from time to time by the Board to extend the
benefits of the Plan to its employees) is eligible to participate in the Plan
(each an "Eligible Employee").  Each Eligible Employee actively participating in
the Plan (each a "Participant") will have the ability under the Plan to
purchase, through payroll deductions, shares of Common Stock at a discount to
the fair market value of the Common Stock.  As of March 21, 1997 the Company
employed 25 Eligible Employees.

       Under the Plan, shares of Common Stock will be made available for
purchase by Eligible Employees through a series of successive offering periods
until the earlier of 

                                       3
(i) the purchase of the maximum number of shares available for issuance under
the Plan or (ii) the termination of the Plan. Each offering period will have a
maximum duration of 24 months. The duration of each offering period will be
designated by the Plan Administrator. The initial offering period will run from
January 2, 1997 to the last business day in December 1997. The next offering
period will begin on the first business day in January 1998, and subsequent
offering periods will commence annually unless otherwise designated by the Plan
Administrator.

       An individual who is an Eligible Employee may begin participation in the
Plan on the first business day of any calendar quarter within an offering period
in effect under the Plan.  The date on which such individual joins the offering
period will become that individual's entry date (the "Entry Date") for the
offering period, and on that date such individual will be granted his or her
purchase right for the offering period.  To participate in the Plan for a
particular offering period, the Eligible Employee must complete certain
enrollment forms prescribed by the Plan Administrator (including a purchase
agreement and a payroll deduction authorization) and file such forms with the
Plan Administrator.

       Each Participant will be granted a separate purchase right for each
offering period in which he or she participates.  The purchase right will be
granted on the Entry Date on which the Participant first joins the offering
period in effect under the Plan and will be automatically exercised on the last
business day of each calendar quarter (a "Quarterly Purchase Date") while that
purchase right remains outstanding (except that in the first offering period,
such Quarterly Purchase Date is delayed until within ten business days after
approval of the Plan by the Company's stockholders.)  Common Stock will be
issuable on each Quarterly Purchase Date within the offering period at a
purchase price per share equal to 85% of the lower of (i) the fair market value
per share on the Participant's Entry Date (which in no event may be less than
the fair market value per share on the start date of the offering period) or
(ii) the fair market value per share on the Quarterly Purchase Date.  The number
of shares purchasable by a Participant will be equal to the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions for the calendar quarter by the purchase price in effect for
the Quarterly Purchase Date, up to a maximum of 5,000 shares.

       The payroll deduction authorized by the Eligible Employee for the purpose
of acquiring shares of Common Stock under the Plan may be any multiple of 1% of
such employee's base salary paid to the employee during each calendar quarter
within the offering period, up to a maximum of 20%.  The authorized deduction
rate will continue in effect for the remainder of the offering period and for
subsequent offering periods, unless changed by the Participant.  A Participant
may reduce the rate of payroll deduction at any time during a calendar quarter,
but no more than once per calendar quarter, and such reduction will be effective
as soon as possible after notification is made to the Plan Administrator.  The
rate of payroll deduction may be increased prior to the commencement of any
calendar quarter within the offering period, and will be effective on the first
day of such calendar quarter.

                                       4
A Participant may terminate his or her outstanding purchase right under
the Plan at any time prior to the next Quarterly Purchase Date.  Upon such
termination, no further payroll deductions will be collected from the
Participant, and any payroll deductions collected for the calendar quarter will,
at the election of the Participant, be immediately refunded or held for the
purchase of shares on the next Quarterly Purchase Date.  The purchase right of a
Participant will also terminate if he or she ceases to be an Eligible Employee.
Upon such termination, all payroll deductions collected for the calendar quarter
will be refunded to the Participant.  No purchase right granted under the Plan
is assignable or transferable by the Participant other than by will or the laws
of descent and distribution following the Participant's death, and during the
Participant's lifetime the purchase right may be exercised only by the
Participant.

       No Participant will be entitled to accrue rights to acquire Common Stock
pursuant to any purchase right outstanding under the Plan if and to the extent
such accrual, when aggregated with (i) rights to purchase Common Stock accrued
under any other purchase right outstanding under the Plan and (ii) similar
rights accrued under other employee stock purchase plans of the Company, would
otherwise permit such Participant to purchase more than $25,000 of stock of the
Company for each calendar year such rights are at any time outstanding.

       In the event of (i) a merger or consolidation in which the Company is not
the surviving entity (except for a transaction the principal purpose of which is
to change the state in which the Company is incorporated), (ii) the sale,
transfer or other disposition of all or substantially all of the assets of the
Company in complete liquidation or dissolution of the Company or (iii) any
reverse merger in which the Company is the surviving entity but in which
securities possessing more than 50% of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
merger, then all outstanding purchase rights under the Plan will automatically
be exercised immediately prior to the consummation of such event.

       No taxable income will be realized by a Participant upon the purchase of
shares on a Quarterly Purchase Date.  The sale or disposition of Common Stock
purchased pursuant to the Plan is generally a taxable event.  The Participant
will realize a gain or loss in an amount equal to the difference between his or
her basis (normally the purchase price) in the Common Stock and the proceeds
from the sale or disposition.  If Common Stock acquired pursuant to the Plan is
not sold or otherwise disposed of within a specified time period after the date
of purchase (the "Holding Period"), any gain or loss resulting from the sale or
disposition of the Common Stock will be treated as long-term capital gain or
loss subject to a special rule that requires the portion of any such gain that
does not exceed the initial discount (at the time the right to purchase the
stock was granted) to be treated as compensation income.  If Common Stock
acquired pursuant to the Plan is disposed of prior to the expiration of the
Holding Period (a "Disqualifying Disposition"), the excess of the fair market
value of the Common Stock on the date the shares were purchased over the

                                       5
purchase price will be treated as ordinary income. However, any additional gain
will be taxed as capital gain. If a Participant disposes of the Common Stock
more than one year after the date of purchase, such capital gain or loss will be
treated as long-term capital gain or loss.

       The Company normally is not entitled to a deduction with respect to the
issuance of shares of Common Stock under the Plan.  However, in the event of a
Disqualifying Disposition, the Company will be entitled to deduct the ordinary
income realized by the Participant.

       The Plan provides that the Board of Directors may amend, suspend or
terminate the Plan following any Quarterly Purchase Date; provided, however,
that approval of the stockholders is required to materially increase the
aggregate number of shares issuable under the Plan or the maximum number of
shares purchasable per Participant on any one Quarterly Purchase Date (other
than to reflect changes in the Company's capital structure), alter the purchase
price formula so as to reduce the purchase price for shares issuable under the
Plan, or materially increase the benefits accruing to Participants under the
Plan or materially modify the requirements for eligibility to participate in the
Plan.  Unless sooner terminated, the Plan will terminate on the earlier of (i)
the last business day in 2001 or (ii) the date on which all shares available for
issuance under the Plan shall have been sold pursuant to the purchase rights
exercised under the Plan.

       COMMON STOCK.  Not applicable; the class of the Company's Common Stock 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 of the Company provide generally for indemnification of
officers, directors, agents and employees of the Company 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 such
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 such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate.  In addition, a corporation has the power to
purchase and maintain insurance for such persons.  The statute also expressly
provides that the power to

                                       6
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, the
Company's Certificate of Incorporation eliminates a director's personal
liability for monetary damages to the Company and its 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 to the Company or its stockholders, 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.

       The Company has entered into supplemental indemnification agreements with
each of its directors and executive officers.  These agreements provide broader
indemnity rights than those provided under the Delaware General Corporation Law
and the Company's Bylaws.  The indemnification agreements are not intended to
deny or otherwise limit third-party or derivative suits against the Company or
its directors or officers, but to the extent a director or officer were entitled
to indemnity or contribution under the indemnification agreement, the financial
burden of a third-party suit would be borne by the Company, and the Company
would not benefit from derivative recoveries against the director or officer.
Such recoveries would accrue to the benefit of the Company but would be offset
by the Company's obligations to the director or officer under the
indemnification agreement.  The Company's Bylaws authorize the Company to
purchase and maintain insurance on behalf of its present and former directors,
officers, employees and agents, whether or not the Company would have power to
indemnify such persons.  The Company from time to time maintains directors' and
officers' liability insurance in amounts it deems appropriate.

       The above discussion of the Company's 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 such Bylaws, Certificate of Incorporation, indemnification
agreements and statute.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

                                       7
ITEM 8.  EXHIBITS

       Exhibit
       -------

       4.1  The Company's Employee Stock Purchase Plan.

       5.1  Opinion of counsel as to legality of securities being registered.

       23.1  Consent of Ernst & Young LLP, independent auditors.

       23.2  Consent of counsel (included in Exhibit 5.1).

       24.1  Power of Attorney (included herein on the signature page).

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;

           (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

                                       8
(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
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 of 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.

                                       9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 April 29, 1997.

                            PROTEIN POLYMER TECHNOLOGIES, INC.,
                            a Delaware corporation

                            By: /s/ J. THOMAS PARMETER
                                -----------------------------------
                                J. Thomas Parmeter
                                President & Chief Executive Officer

                                      10
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints J. Thomas Parmeter and Aron P. Stern, and
each of them, his true and lawful attorney-in-fact and agent, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement
and any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and all
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 in
and about the premises, as fully to all intents and purposes as he 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 has been signed by the following persons in the
capacities and on the dates indicated.
Signature                            Title                         Date
-------------------------   ---------------------------------------   --------------
/s/ J. Thomas Parmeter      Chairman of the Board, President          April 29, 1997
-------------------------   and Chief Executive Officer
J. Thomas Parmeter          (Principal Executive Officer)
 
 
/s/ Aron P. Stern           Vice President-Finance and Chief          April 29, 1997
-------------------------   Financial Officer (Principal Financial
Aron P. Stern               and Accounting Officer)
 
 
/s/ Edward E. David         Director                                  April 29, 1997
-------------------------
Edward E. David
 
 
/s/ George R. Walker        Director                                  April 29, 1997
-------------------------
George R. Walker

                            Director
-------------------------
Brent R. Nicklas

/s/ Patricia J. Cornell     Director                                  April 29, 1997
--------------------------
Patricia J. Cornell
 
 
/s/ Bertram I. Rowland      Director                                  April 29, 1997
--------------------------
Bertram I. Rowland
 

/s/ Phillip J. Davis        Director                                  April 29, 1997
--------------------------
Philip J. Davis
 

/s/ Edward J. Hartnett      Director                                  April 29, 1997
--------------------------
Edward J. Hartnett
11
EXHIBIT INDEX

Exhibits
--------

4.1    Employee Stock Purchase Plan.

5.1    Opinion of counsel as to legality of securities
       being registered.

23.1   Consent of Ernst & Young LLP, independent auditors.

23.2   Consent of counsel (included in Exhibit 5.1).

24.1   Power of Attorney (included herein on the signature page).

                                      12