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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                  FORM 10-QSB/A


 (Mark One)

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

               For the quarterly period ended September 30, 2002

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

   For the transition period from ___________________ to ____________________

                         Commission file number 0-19724



                       PROTEIN POLYMER TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)


              Delaware                                 33-0311631
   (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)


                 10655 Sorrento Valley Road, San Diego, CA 92121
                    (Address of principal executive offices)

                                 (858) 558-6064
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes  X   No
                                                                ---     ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 8, 2002, 27,449,028
shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one):   Yes      No  X
                                                                 ---     ---

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                                Explanatory Note

        This Amendment No. 1 to Protein Polymer Technologies, Inc.'s Quarterly
Report on Form 10-QSB for the period ended September 30, 2002 amends Item 6 and
Exhibits 10.43 and 10.44 to update Item 6(a) and revise Exhibits 10.43 and 10.44
to disclose additional portions of the exhibits for which we had originally
requested confidential treatment.

        Except as noted herein, Protein Polymer Technologies, Inc.'s Quarterly
Report on Form 10-QSB for the period ended September 30, 2002 remains as
originally filed with the Securities and Exchange Commission on November 13,
2002.


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

        a.     Exhibits

               10.43**  Amendment No. 1 to Supply and Services Agreement dated
                        February 12, 2002 between the Company and Spine Wave,
                        Inc.

               10.44**  Stock Purchase and Vesting Agreement dated March 21,
                        2002 between the Company and Spine Wave, Inc.

               10.45(1) Warrant to Purchase Shares of Common Stock of Spine
                        Wave, Inc. issued to the Company

               99.1(1)  Certification of Chief Executive Officer pursuant to 18
                        U.S.C. Section 1350, as Adopted Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002

               99.2(1)  Certification of Director of Finance (Principal
                        Financial Officer) pursuant to 18 U.S.C. Section 1350,
                        as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002

(1)     Incorporated by reference to Registrant's Report on Form 10-QSB for the
        period ended September 30, 2002 as filed with the Commission on November
        13, 2002.

**      Portions of this document have been redacted pursuant to a Request for
        Confidential Treatment filed with the Commission.

        b.     Reports on Form 8-K

               Current Report on Form 8-K filed with the Securities and
               Exchange Commission on September 4, 2002.



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                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        PROTEIN POLYMER TECHNOLOGIES, INC.



    Date:    March 5, 2003              By  /s/  J. Thomas Parmeter
                                            -----------------------
                                               J. Thomas Parmeter
                                               Chairman of the Board, Chief
                                               Executive Officer, President


    Date:    March 5, 2003              By  /s/  Janis Y. Neves
                                            -------------------
                                               Janis Y. Neves
                                               Director of Finance, Controller
                                               and Assistant Secretary


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                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Thomas Parmeter, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB/A of Protein
        Polymer Technologies, Inc.;

2.      Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

    (a) designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this quarterly report is being
        prepared;

    (b) evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        quarterly report (the "Evaluation Date"); and

    (c) presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the registrant's auditors and the
        audit committee of registrant's board of directors (or persons
        performing the equivalent functions):

    (a) all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report


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        financial data and have identified for the registrant's auditors any
        material weaknesses in internal controls; and

    (b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.


Date: March 5, 2003


/s/ J. Thomas Parmeter
----------------------
J. Thomas Parmeter
Chief Executive Officer


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                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Janis Y. Neves, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB/A of Protein
        Polymer Technologies, Inc.;

2.      Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

    (a) designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this quarterly report is being
        prepared;

    (b) evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        quarterly report (the "Evaluation Date"); and

    (c) presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the registrant's auditors and the
        audit committee of registrant's board of directors (or persons
        performing the equivalent functions):

    (a) all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report


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        financial data and have identified for the registrant's auditors any
        material weaknesses in internal controls; and

    (b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.


Date: March 5, 2003


/s/ Janis Y. Neves
------------------
Janis Y. Neves
Director of Finance


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                                  EXHIBIT INDEX



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


  10.43**  Amendment No. 1 to Supply and Services Agreement dated February 12,
           2002 between the Company and Spine Wave, Inc.

  10.44**  Stock Purchase and Vesting Agreement dated March 21, 2002 between the
           Company and Spine Wave, Inc.



----------
** Portions of this document have been redacted pursuant to a Request for
Confidential Treatment filed with the Securities and Exchange Commission.


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