================================================================================



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


  (Mark One)

      [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2004

      [ ]   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 August 10, 2004, 38,098,060
shares of common stock were outstanding.

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


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                                       1
<PAGE>


                       PROTEIN POLYMER TECHNOLOGIES, INC.

                                   FORM 10-QSB

INDEX

                                                                        Page No.
                                                                        --------
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

          Condensed Balance Sheets -
             June 30, 2004 and December 31, 2003  .............................3

          Condensed Statements of Operations -
             For the three months and six months ended June 30, 2004 and 2003
             and the period July 6, 1988 (inception) to June 30, 2004..........4

          Condensed Statements of Cash Flows -
             For the six months ended June 30, 2004 and 2003
             and the period July 6, 1988 (inception) to June 30, 2004..........5

          Notes to Condensed Financial Statements..............................7

Item 2.   Management's Discussion and Analysis or Plan of Operation ...........9

Item 3.   Controls and Procedures.............................................13


PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders.................14

Item 6.   Exhibits and Reports on Form 8-K....................................14

          Signatures..........................................................15


                                       2
<PAGE>


                                     PART I.
                              FINANCIAL INFORMATION

Item 1.    Financial Statements

                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          (A Development Stage Company)

                            Condensed Balance Sheets

<TABLE>
<CAPTION>


                                                                         June 30,       December 31,
                                                                           2004            2003
                                                                        (Unaudited)      (Audited)
                                                                      --------------------------------
<S>                                                                   <C>             <C>

Assets
Current assets:
  Cash and cash equivalents                                           $       68,610  $    1,085,314
  Current portion of rent receivable                                          55,000         184,527
  Prepaid expenses                                                            30,374          25,799
                                                                      --------------------------------
Total current assets                                                         153,984       1,547,666

Equipment and leasehold improvements, net                                     99,891         114,411
Deposits                                                                      30,479          29,679
Rent Receivable, net of current portion                                      129,527              --
                                                                      --------------------------------
                                                                      $      413,881  $    1,691,756
                                                                      ================================

Liabilities and stockholders' equity (deficit)
Current liabilities:
  Accounts payable                                                    $      235,934  $      168,659
  Accrued expenses                                                           176,901         162,609
  Deferred revenue                                                            92,406              --
  Deferred rent                                                               12,055          24,111
                                                                      --------------------------------
Total current liabilities                                                    517,296         355,379

Stockholders' equity (deficit):
  Convertible Preferred Stock, $.01 par value, 5,000,000 shares
    authorized, 84,745 and 86,095 shares issued and outstanding at
    June 30, 2004 and December 31, 2003, respectively - liquidation
    preference of $8,474,500 and $8,609,500 at June 30, 2004
    and December 31, 2003, respectively                                    7,929,917       8,064,917
  Common stock, $.01 par value, 120,000,000 shares authorized,
    38,098,060 and 36,830,857 shares issued and outstanding at
    June 30, 2004 and December 31, 2003, respectively                        380,992         368,319
  Additional paid-in capital                                              40,698,674      40,376,185
  Deficit accumulated during development stage                           (49,112,998)    (47,473,044)
                                                                      --------------------------------
Total stockholders' equity (deficit)                                        (103,415)      1,336,377
                                                                      --------------------------------
                                                                      $      413,881  $    1,691,756
                                                                      ================================
</TABLE>


See accompanying notes.


                                       3
<PAGE>


                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          (A Development Stage Company)

                       Condensed Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                               For the period
                                                                                                July 6, 1988
                                                                                               (inception) to
                                   Three months ended               Six months ended              June 30,
                                        June 30,                        June 30,
                                  2004            2003             2004            2003             2004
                            -----------------------------------------------------------------------------------
<S>                         <C>             <C>              <C>              <C>              <C>
Revenues:
   Contract revenue         $      199,366  $      742,696   $      388,416   $    1,193,679   $   11,244,417
   Interest income                     866           9,263            2,824           10,847        1,269,674
   Product and other income             --              --                6               --          694,785
                            ------------------------------- ---------------------------------- ----------------
Total revenues                     200,232         751,959          391,246        1,204,526       13,208,876

Expenses:
   Research and development        587,806         636,086        1,226,553        1,177,952       35,972,301
   Selling, general and
   administrative                  400,993         415,405          804,647          695,827       21,027,942
                            ------------------------------- ---------------------------------- ----------------
Total expenses                     988,799       1,051,491        2,031,200        1,873,779       57,000,243
                            ------------------------------- ---------------------------------- ----------------

Net loss                          (788,567)       (299,532)      (1,639,954)        (669,253)     (43,791,367)
Undeclared, imputed and/or
  paid dividends on
  preferred stock                   69,220         137,082          137,678        1,510,925        7,861,135
                            ------------------------------- ---------------------------------- ----------------

Net loss applicable to
  common shareholders       $     (857,787) $     (436,614)  $   (1,777,632)  $   (2,180,178)  $  (51,652,502)
                            ===================================================================================

Basic and diluted net loss
  per common share          $        (0.02) $        (0.01)  $        (0.05)  $        (0.07)
                            =================================================================

Shares used in computing
  basic and diluted net
  loss per common share         38,091,587      34,037,634       37,702,398       31,926,744
                            =================================================================
</TABLE>


See accompanying notes.


                                       4
<PAGE>


                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          (A Development Stage Company)

                       Condensed Statements of Cash Flows
                                   (unaudited)


<TABLE>
<CAPTION>


                                                                                                                   For the period
                                                                                                                     July 6, 1988
                                                                                    Six months ended               (inception) to
                                                                                        June 30,                      June 30,
                                                                                2004               2003                2004
                                                                        ---------------------------------------------------------
<S>                                                                        <C>               <C>               <C>
Operating activities
Net loss                                                                   $   (1,639,954)   $     (669,253)   $   (43,791,367)
Adjustments to reconcile net loss to net cash
used for operating activities:
Stock issued for compensation and interest                                             --                --            472,676
Depreciation and amortization                                                      16,039            34,088          2,430,999
Write-off of purchased technology                                                      --                --            503,500
Changes in assets and liabilities:
Contract receivable                                                               252,026          (605,196)                --
Other current assets                                                              124,952)          (86,843)           (85,374)
Other non-current assets                                                         (130,327)             (800)          (160,006)
Accounts payable                                                                   67,274)         (149,894)           235,933
Accrued employee benefits                                                           8,343            23,102            140,734
Other accrued expenses                                                              5,949           (18,526)            36,167
Deferred revenue                                                                   92,406              --               92,406
Deferred rent                                                                     (12,056)          (12,056)            12,055
                                                                        ---------------------------------------------------------
Net cash used for operating activities                                         (1,215,348)       (1,485,378)       (40,112,277)

Investing activities
Purchase of technology                                                                 --                --           (570,000)
Purchase of equipment and improvements                                             (1,518)          (54,175)        (2,088,862)
Purchases of short-term investments                                                    --                --        (16,161,667)
Sales of short-term investments                                                        --                --         16,161,667
                                                                        ---------------------------------------------------------
Net cash used for investing activities
                                                                           $       (1,518)   $      (54,175)   $    (2,658,862)
</TABLE>


      See accompanying notes.


                                       5
<PAGE>


                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          (A Development Stage Company)

                       Condensed Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                       For the period
                                                                                        July 6, 1988
                                                           Six months ended            (inception) to
                                                               June 30,                   June 30,
                                                         2004            2003               2004
                                                   ------------------------------------------------------
<S>                                                <C>               <C>               <C>

  Financing activities
  Net proceeds from exercise of options and
    warrants, and sale of common stock             $      200,162    $      359,449    $   23,420,421
  Net proceeds from issuance and conversion of
    preferred stock                                            --         2,889,650        18,398,068
  Net proceeds from convertible notes and
    detachable warrants                                        --                --         1,068,457
  Payment on capital lease obligations                         --                --          (288,770)
  Payment on note payable                                      --                --          (242,750)
  Proceeds from note payable                                   --                --           484,323
                                                   ------------------------------------------------------
  Net cash provided by financing activities               200,162         3,249,099        42,839,749
                                                   ------------------------------------------------------

  Net increase in cash and cash equivalents            (1,016,704)        1,709,546            68,610

  Cash and cash equivalents at beginning of
    period                                              1,085,314           733,978                --
                                                   ------------------------------------------------------
  Cash and cash equivalents at end of period       $       68,610    $    2,443,524    $       68,610
                                                   ======================================================

  Supplemental disclosures of cash flow
    information
  Equipment purchased by capital leases            $           --    $           --    $      288,772
  Interest paid                                               899                --           148,432
  Imputed dividend on Series E stock                           --                --         3,266,250
  Imputed dividend on Series I stock                           --         1,373,247         1,373,247
  Conversion of Series D preferred stock to
    common stock                                               --                --         2,142,332
  Conversion of Series E preferred stock to
    common stock                                               --         1,921,513         5,277,813
  Conversion of Series G preferred stock to
    common stock                                               --            15,000           585,000
  Conversion of Series I preferred stock to
    common stock                                               --            55,000            55,000
  Series D stock issued for Series C stock                     --                --         2,073,925
  Series C dividends paid with Series D stock                  --                --           253,875
  Series D dividends paid with common stock                    --                --           422,341
</TABLE>


  See accompanying notes.


                                       6
<PAGE>


                       PROTEIN POLYMER TECHNOLOGIES, INC.
                          (A Development Stage Company)

                     Notes to Condensed Financial Statements
                                   (unaudited)


Note 1.  Basis of Presentation

The condensed financial statements of Protein Polymer Technologies, Inc. (the
"Company") for the three and six months ended June 30, 2004 and 2003 are
unaudited. These financial statements reflect all adjustments, consisting of
only normal recurring adjustments which, in the opinion of management, are
necessary to state fairly the financial position at June 30, 2004 and the
results of operations for the three and six months ended June 30, 2004 and 2003.
The results of operations for the three and six months ended June 30, 2004 are
not necessarily indicative of the results to be expected for the year ended
December 31, 2004. For more complete financial information, these financial
statements and the notes thereto should be read in conjunction with the audited
financial statements included in our Annual Report on Form 10-KSB for the year
ended December 31, 2003, filed with the Securities and Exchange Commission.

Accounting for Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company accounts for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. Had compensation cost for the Company's stock option
awards been determined based upon the fair value at the grant date and
recognized on a straight-line basis over the related vesting period, in
accordance with the provisions of SFAS No. 123, the Company's net loss and
earnings per share would have been reduced to the proforma amount indicated
below:

<TABLE>
<CAPTION>


                                             For the three months            For the six months
                                                Ended June 30,                  Ended June 30,
                                             2004             2003          2004           2003
                                             ----             ----          ----           ----
<S>                                      <C>               <C>          <C>            <C>
Net loss applicable to common
shareholders, as reported                   (857,787)       (436,614)   (1,777,632)    (2,180,178)
Deduct: total stock-based employee
compensation expense determined under
fair value based methods for all
options, net of related tax effects         (450,483)        (53,869)   (1,746,592)       (76,663)

Pro forma net loss                       $(1,308,270)      $(490,483)   (3,524,224)    (2,256,841)

Earnings per share:
     Basic - as reported                        0.02            0.01          0.05           0.07
     Basic - pro forma                          0.03            0.01          0.09           0.07
</TABLE>

Note 2.  Revenue and Expense Recognition

Research and development contract revenues are recorded as earned in accordance
with the terms and performance requirements of the contracts. If the research
and development activities are not successful, we are not obligated to refund
payments previously received. Fees from the sale or license of technology are
recognized on a straight-line basis over the term required to complete the
transfer of technology or the substantial satisfaction of any performance
related responsibilities. License fee payments received in advance of amounts
earned are recorded as deferred revenue. Milestone payments are recorded as
revenue based upon the completion of certain contract specified events that
measure progress toward completion


                                       7
<PAGE>


under certain long-term contracts. Royalty revenue related to licensed
technology is recorded when earned and in accordance with the terms of the
license agreement. Research and development costs are expensed as incurred.

Note 3.  Rent Receivable

The Company subleases 6,183 square feet of its office and research facilities
under a month to month arrangement for $13,000 per month. Since December 2002,
the sublessee has not been able to make monthly rental payments due to a lack of
funding. Obligations under the sublease are secured by certain listed property
and equipment of the sublessee. At December 31, 2003 and June 30, 2004 the
amount due from the sub-lessee is $185,000.

Note 4.  Exercise and Exchange of Warrants

In March 2004, certain holders of warrants exercised their warrants to purchase
common stock, these warrants were due to expire at the end of March 2004. The
exercise prices of such warrants were $0.40 and $0.55 per share. As an incentive
to exercise the warrant early the Company offered each holder the issuance of a
new warrant, for a similar number of shares, at an exercise price of $0.55 per
share. As a result, the Company raised $246,000. The newly issued warrants will
expire on the last day of January 2005.

Note 5.  Subsequent Events

On July 2, 2004 the Company borrowed $150,000 from several current shareholders.
The promissory notes can be redeemed two months following issuance and carry an
interest rate of 10% per annum. Three year warrants exercisable for 60,000
shares of common stock at an exercise price of $0.37 per share were issued in
conjunction with the issuance of the promissory notes.

During the last week of July and the first two weeks of August 2004, the Company
borrowed an additional $750,000 from current shareholders. The promissory notes
can be redeemed two months following issuance and carry an interest rate of 10%
per annum. Three-year warrants exercisable for 150,000 shares of common stock at
an exercise price of $0.37 per share and three-year warrants exercisable for
150,000 shares of common stock at an exercise price of $0.45 per share were
issued in conjunction with the issuance of the promissory notes.

Note 6.  Liquidity

The Company's continued existence is dependent upon its ability to resolve its
liquidity problems, principally by obtaining additional debt and equity capital.
While pursuing additional debt and equity funding, the Company must continue to
operate on limited capital. Management believes our existing available cash,
cash commitments, and cash equivalents as of August 13, 2004, plus contractual
amounts receivable, is sufficient to meet our anticipated capital requirements
until October 2004. Substantial additional capital resources will be required to
fund future expenditures related to our research, development, clinical trials,
and product marketing activities. If adequate funds are not available, we will
be required to significantly curtail our operating plans and may have to sell or
license out significant portions of our technology or potential products, or
cease operations. (See Management's Discussion and Analysis or Plan of
Operation)


                                       8
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

Certain statements contained or incorporated by reference in this Quarterly
Report on Form 10-QSB constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements of the company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by forward-looking statements.
Such risks and uncertainties include, among others, history of operating losses,
raising adequate capital for continuing operations, early stage of product
development, scientific and technical uncertainties, competitive products and
approaches, reliance upon collaborative partnership agreements and funding,
regulatory testing and approvals, patent protection uncertainties and
manufacturing scale-up and required qualifications. While these statements
represent management's current judgment and expectations for the company, such
risks and uncertainties could cause actual results to differ materially from any
future results suggested herein. The company undertakes no obligation to release
publicly the results of any revisions to these forward-looking statements to
reflect events or circumstances arising after the date hereof.

General Overview

Incorporated in 1988, Protein Polymer Technologies, Inc., a Delaware corporation
with corporate offices and laboratories located in San Diego, California, is a
development-stage biotechnology company engaged in the research, development,
production and clinical testing of medical products based on its proprietary
protein-based biomaterials and tissue engineering technology. Since 1992, we
have focused primarily on developing technology and products to be used in the
surgical repair, augmentation, and regeneration of tissue; surgical adhesives
and sealants; soft tissue augmentation products; matrices for wound healing and
tissue engineering; and drug delivery formulations. We have been unprofitable to
date, and as of June 30, 2004 had an accumulated deficit of $49,113,000.

Protein polymers are synthetic proteins created "from scratch" through chemical
DNA (gene) synthesis, and produced in quantity by traditional large-scale
microbial fermentation methods. As a result, protein polymers contain no human
or animal components that could potentially transmit or cause disease. Due to
their synthetic design, protein polymers are capable of combining the biological
functionality of natural proteins with the chemical functionality and
exceptional physical properties of synthetic polymers. A common goal is to
develop materials that beneficially interact with human cells, enabling cell
growth and the regeneration of tissues with improved outcomes as compared to
current products and practices.

Our product candidates for surgical repair, augmentation and regeneration of
human tissues are in various stages of research and development. The more
advanced programs are bulking agents for soft tissue augmentation, particularly
for use in dermal tissue for cosmetic and reconstructive procedures and in
urethral tissue for the treatment of female stress incontinence, and tissue
adhesive formulations for the repair of spinal discs damaged due to injury or
aging and as surgical sealants for use in pulmonary, cardiovascular and
abdominal surgical procedures. We currently are devoting the majority of our
resources to the development and registration of these products.

Because of our technology's breadth of commercial opportunity, we are pursuing
multiple routes for commercial development. Currently, we independently are
developing the incontinence and the dermal augmentation products, which share
similar technology and product characteristics. We have established a
comprehensive license and development agreement with Genencor International for
the use of our biomaterials and technology to develop, manufacture and
commercialize products for industrial markets. Genencor International is one of
the world's largest manufacturers of industrial enzymes and other biologically
derived products. Through this arrangement, we will receive milestone payments,
and eventually royalties on the sale of products. For development and
commercialization of our spinal disc repair product, we joined with Windamere
Venture Partners to establish a new company, Spine Wave, Inc., that provides us
with both near term research and development support and eventually royalties on
the sale of licensed products. Except for the industrial products, we have
retained manufacturing rights.

Significant Collaborative Agreements

Our collaborative development agreements generally contain provision for
specific payments for defined activities, services, royalties on the sales of
developed products, and/or the accomplishment of performance benchmarks. These
agreements also may provide for equity investments or other financial
incentives. Technology license agreements usually are associated with
collaborative development agreements, but occasionally we will agree to a
license without an accompanying development agreement.


                                       9
<PAGE>


Spine Wave
----------

In April 2001, we entered into agreements with Spine Wave, Inc., to develop and
commercialize an injectable protein-based formulation for the repair of spinal
discs damaged either by injury or aging. As consideration for entering into an
exclusive, worldwide license agreement with Spine Wave, we received one million
shares of the founding common stock in Spine Wave, valued initially at $10,000.
The shares of founding common stock were subject to a vesting schedule; however,
Spine Wave's right to repurchase unvested shares terminated in 2002 upon their
merger with VERTx, Inc. Royalties from the sale or sublicensing of licensed
products will be determined in the future based on the gross margin (sales
revenue less the cost of goods) realized by Spine Wave from the sale of the
products.

In connection with the license agreement, we entered into a separate supply and
services agreement to provide Spine Wave with a variety of research and
development services, and to supply materials to Spine Wave for pre-clinical and
clinical testing. Spine Wave, in return, agreed to reimburse us for both our
direct costs and the associated overhead costs for the services provided. During
2001, we recognized contract revenues of $450,000 related to activities
performed under the collaborative agreement.

In March 2002, we executed additional agreements with Spine Wave that expanded
our contractual research and development relationship, and that offered us
additional equity incentives in the form of Spine Wave common stock and
warrants. Under the amended supply and services agreement, we, on behalf of
Spine Wave, are proceeding with pre-clinical safety and performance studies of a
product for spinal disc repair to support Spine Wave's filing of an
investigational device exemption with the FDA to obtain approval to initiate
human clinical testing. During the subsequent period leading to regulatory
marketing approval, our contractual responsibilities include the supply of
product to be used in clinical testing and preparation for commercial
manufacturing operations. Research and development services performed for Spine
Wave are reimbursed including both direct costs and associated overhead costs.
Spine Wave is responsible for clinical testing, regulatory approvals, and
commercialization. For the quarter ended June 30, 2004 and for the period of
project inception to date we received $199,000 and $4,849,000, respectively, in
contract revenue from Spine Wave which represents the reimbursement of direct
costs plus overhead costs allocated to the research and development resources
used in performing the collaborative activities.

Additional equity incentives offered in conjunction with the expanded supply and
services agreement of March 17, 2002 consist of a three year warrant to purchase
1,000,000 shares of Spine Wave common stock at an exercise price of $0.50 per
share (recently issued Spine Wave preferred stock was priced at $0.55 per
share), and 400,000 shares of common stock valued at $0.05 per share subject to
repurchase at cost until each of three performance goals is achieved. The
performance goals consist of: (i) completion of certain studies for filing an
investigational device exemption application (100,000 shares); (ii) completion
of additional studies for filing of the investigational device exemption and
provision of inventory for the pilot clinical study (150,000 shares); and (iii)
completion of certain manufacturing arrangements, and production of certain
quantities of product (150,000 shares). As of June 30, 2004, the first two of
the three performance goals had been met.

In October 2003, we executed a second amendment to the supply and services
agreement with Spine Wave. The amendment, effective for one year, extended Spine
Wave's right to certain research and development services, and further defined
the cost basis for reimbursement of services provided by us to Spine Wave.

License Agreements

Our license agreements usually include provision for up-front compensation and
eventual royalties on the sale of licensed products. Terms of license agreements
typically commence as of the date executed and continue for a period of the
greater of twenty (20) years from execution date or the date upon which the last
of the patented technology under license expires.

Femcare, Ltd.
-------------

In January 2000, we entered into a strategic alliance agreement with Femcare,
Ltd. ("Femcare"), for the commercialization in Europe and Australia of our
product for treatment of stress urinary incontinence. Under the terms of the
license agreement, Femcare paid a $1 million non-refundable license fee in
exchange for the patented technology and a three year commitment from us to
provide support to Femcare in its efforts to clinically test our products in
Great Britain and to achieve European regulatory approval. We have not incurred
any research and development costs associated with our support efforts to date.
As a result of the arrangement, we recognized approximately $333,000 in deferred
license fee revenue for 2000 and 2001, and 2002.


                                       10
<PAGE>


Genencor International, Inc.
----------------------------

In December 2000, we signed a broad-based, worldwide exclusive license agreement
with Genencor International, Inc. ("Genencor") enabling Genencor to potentially
develop a wide variety of new products for industrial markets. In October 2002,
the license agreement was amended to provide Genencor with an additional
one-year option to initiate development of products in the field of non-medical
personal care. As a result of the agreements, Genencor may use our patented
protein polymer design and production technology, in combination with Genencor's
extensive gene expression, protein design, and large-scale manufacturing
technology, to design and develop new products with improved performance
properties for defined industrial fields and the field of non-medical personal
care products.

In return for the licensed rights, Genencor paid us an up-front license fee of
$750,000, and will pay royalties on the sale of any products commercialized by
Genencor under the agreement. The licensed technology was transferred to
Genencor upon execution of the license agreement without any further product
development obligation on our part. Future royalties on the net sales of
products incorporating the technology under license and developed by Genencor
will be calculated based on a royalty rate to be determined at a later date. In
addition, we are entitled to receive up to $5 million in milestone payments
associated with Genencor's achievement of various industrial product development
milestones incorporating the licensed technology. There is no limitation on the
amount of milestone payments we can receive from Genencor for Genencor's product
development in the field of non-medical personal care products. In December 2002
we received a license milestone payment of $250,000 from Genencor for Genencor's
initiation of a product development project based on technology licensed from
us.

In connection with the license agreement, Genencor was issued two warrants, each
convertible by formula into $500,000 of our common stock. The first warrant
could be converted into 442,478 shares at an exercise price of $1.13 per share.
The second warrant could be converted into 1,250,000 shares at an exercise price
of $0.40 per share. As a result of the collaboration, in 2000 we recognized
$750,000 in license fee revenue (less the issuance of warrants to purchase $1
million of our common stock valued at $319,000). The agreement terminates on the
date of expiration of the last remaining patent.

Research and Development

We currently maintain detailed project costs (direct costs plus allocated
overhead) for contractual research and development services. However, we do not
maintain cost breakdowns for our internal research and development projects due
to the extensive degree of overlap between our tissue augmentation projects such
as common manufacturing, quality control, and developmental product testing.

Our tissue augmentation product for use in cosmetic and reconstructive surgery
applications is in pilot human clinical testing. In February 2004, the Food and
Drug Administration approved a supplement to our Investigational Device
Exemption that simplifies the protocol for the pilot clinical trials and expands
the number of patients that can be included. We are implementing improvements in
the product manufacturing process to complete the pilot study. We now project
beginning pivotal clinical testing during 2005. We expect these trials,
including patient follow-up, will take approximately 15 months, and the
subsequent Food and Drug Administration review of our pre-market approval
submission may take up to an additional 12 months. Assuming this schedule is met
and the product is approved, U.S. sales are projected to begin in 2007. The
pivotal clinical trial is estimated to cost approximately $2.2 million. This
product is based on the same manufacturing technology as our product for the
treatment of female stress urinary incontinence, and thus, the incremental cost
of manufacturing development is estimated to be approximately $0.1 million.

Our product for the treatment of female stress urinary incontinence is in pilot
human clinical testing. We project beginning pivotal clinical testing during
2005. We expect these trials, including patient follow-up, will take
approximately 24 months, and the subsequent Food and Drug Administration review
of our pre-market approval submission may take an additional 12 months. Assuming
this schedule is met and the product is approved, U.S. sales of the product are
projected to begin in 2008. Commercial manufacturing process development and
completion of the clinical trials are estimated to cost approximately $10
million.

Our surgical sealant product for use in lung, bowel, and cardiovascular surgery
is currently in pre-clinical testing. Assuming the pre-clinical testing results
continue to be favorable, we project filing in 2005 an Investigational Device
Exemption application with the Food and Drug Administration requesting
permission to begin human clinical testing. Until the Investigational Device
Exemption is approved by the Food and Drug Administration, we cannot predict the
timing of the completion of human clinical studies, but typically such trials
would take approximately two years to complete.


                                       11
<PAGE>


We currently do not have sufficient cash to complete the development of these
products. We anticipate obtaining the necessary cash either by additional equity
financings, or by sharing the cost of development with potential marketing
partners, or a combination of both methods. If we are unable to obtain the
necessary cash, it will have a material adverse effect on us.
Our spinal disc repair product being developed for our licensee, Spine Wave, is
awaiting approval to begin human clinical testing in the United States and has
received approval to begin clinical testing in Europe. The timing of this
project is under the control of Spine Wave. Under our contract with Spine Wave,
we are responsible for development of the formulated product, its manufacturing
process, and product production for both clinical trials and commercialization.
Spine Wave is responsible for funding all expenses associated with these
activities. Contract revenue received from Spine Wave is approximately equal to
our cost (direct project costs plus allocated laboratory and corporate overhead
expenses) of the work performed. Total research and development costs plus
certain administrative costs, for the three month period ended June 30, 2004 and
for the period of project inception to date are approximately $199,000 and
$4,849,000 respectively.

To the extent sufficient capital resources are available, we continue to
research the use of our patented technology to produce proteins of unique design
for other tissue repair and medical device applications, principally for use in
supporting the wound healing process, including devices based on tissue
engineering, and in drug delivery devices. Our strategy for most of our programs
is to enter into collaborative development agreements with product marketing and
distribution companies. Although these relationships, to the extent any are
consummated, may provide significant near-term revenues through up-front
licensing fees, research and development payments and milestone payments, we
expect to continue incurring operating losses for the next several years.

Results of Operations

We recognized $199,000 in contract and licensing revenue for the three months
ended June 30, 2004 as compared to $743,000 for the three months ended June 30,
2003. For the six-month period ended June 30, 2004, we recognized $388,000 in
contract and licensing income as compared to $1,194,000 for the same period in
2003. The contract and licensing revenue for the three and six months ended June
30, 2004 was for research and development services for Spine Wave associated
with the development of an injectable spinal disc nucleus product for the
treatment of lower back pain. The decrease in contract revenue in 2004 is due to
a reduction in preclinical testing and production of the injectable spinal disc
nucleus product. During the period, Spine Wave focused on regulatory filings
including an Investigational Device exemption with the Food and Drug
Administration requesting permission to initiate human clinical trials in the
United States, and similar foreign filings requesting permission to begin
clinical trials in Europe.

Interest income was $1,000 and $3,000 respectively for the three months and six
months ended June 30, 2004 versus $9,000 and $11,000 respectively for the same
periods in 2003.

Research and development expenses for the three and six-month periods ended June
30, 2004 were $588,000 and $1,227,000 respectively, as compared to $636,000 and
$1,178,000 for the same periods in 2003. We expect, in general, that our
research and development, human clinical testing and manufacturing expenses will
increase over time if our incontinence and dermal products, and other products
in development, successfully progress and additional capital is obtained.

Selling, general and administrative expenses for the three and six month periods
ended June 30, 2004 were $401,000 and $805,000 respectively as compared to
$415,000 and $696,000 respectively for the same periods in 2003. Increased
health care and product liability insurance were the main contributors to the
increased expense over the six month period in 2004 as compared to 2003. We
expect that our selling, general and administrative expenses will remain largely
unchanged in the near term, but may increase in the future as support for our
research and development and manufacturing efforts require additional resources
and to the extent additional capital is obtained.

For the three months ended June 30, 2004, we recorded a net loss applicable to
common shareholders of $858,000 or $0.02 per share, as compared to a loss of
$437,000, or $0.01 per share for the same period in 2003. For the six months
ended June 30, 2004, we recorded a net loss applicable to common shareholders of
$1,778,000 or $0.05 per share, as compared to a loss of $2,180,000, or $0.07 per
share for the same period in 2003. Included in the net loss per share for the
six months ended June 30, 2003 is a one-time, non-cash "imputed dividend" of
$1,373,000 from the sale and issuance of our Series I Preferred Stock. The net
loss and the net loss per share also included in each of the three month and the
six-month periods of 2004 and 2003 $69,000 and $137,000 for undeclared dividends
related to our preferred stock.

In general, there can be significant fluctuation in revenue from quarter to
quarter due to variability in outside contract and licensing payments. In
general, we expect to incur increasing operating losses in the future (to the
extent additional capital is obtained), due primarily to increases in our soft
tissue augmentation program's development, manufacturing and business
development activities, and the continuation of our tissue adhesive and sealant
product development activities. Our financial


                                       12
<PAGE>


results depend on our ability to establish strategic alliances and generate
contract revenues, increased research, development and manufacturing efforts,
pre-clinical and clinical product testing and commercialization expenditures,
expenses incurred for regulatory compliance and patent prosecution, and other
factors.

To date we believe that inflation and changing prices have had only a modest
effect on our continuing operations. However, increases in utility costs,
insurance, and employee benefits may have a greater impact in the future.


Liquidity and Capital Resources

As of June 30, 2004, we had cash, cash equivalents and short-term investments
totaling $69,000 as compared to $1,085,000 at December 31, 2003. As of June 30,
2004, we had a negative working capital of $363,312, compared to a working
capital of $1,192,000 at December 31, 2003.

As of June 30, 2004, we did not have any off balance sheet financing activities
and did not have any special purpose entities. We had no long-term capital lease
obligations as of June 30, 2004 or December 31, 2003. For the three month period
ended June 30, 2004, our cash expenditures for capital equipment and leasehold
improvements totaled $1,518, compared with $54,175 for the same period in the
prior year. To the extent capital is available, we anticipate that these
expenditures will be increased in 2004 for laboratory renovations and additional
equipment required to meet the FDA's applicable Quality System regulation as we
scale up our manufacturing operations to meet product requirements for expanded
clinical testing. We may enter into capital equipment lease arrangements in the
future if available at appropriate rates and terms.

We believe our existing available cash, cash commitments, cash equivalents and
short-term investments as of August 13, 2004, in combination with continuing
contractual commitments will be sufficient to meet our anticipated capital
requirements until October 2004. Substantial additional capital resources will
be required to fund continuing expenditures related to our research,
development, manufacturing and business development activities. We are pursuing
a number of alternatives available to meet the continuing capital requirements
of our operations, such as collaborative agreements and public and private
financings. Further, we are continuing our reimbursed services to Spine Wave. We
are currently engaged in discussions with potential financing sources and
collaborative partners regarding funding in the form of equity investments,
convertible debt financing, license fees, milestone payments and research and
development payments. There can be no assurance that any of these fundings will
be consummated in the timeframes needed for continuing operations or on terms
favorable to us. If adequate funds are not available, we will be required to
significantly curtail our operating plans and would likely have to sell or
license out significant portions of our technology, and possibly cease
operations.


Item 3.  Controls and Procedures

         (a) Disclosure Controls and Procedures. Based on their evaluation, as
             of the end of the period covered by this quarterly report, our
             principal executive officer and principal financial officer have
             concluded that our disclosure controls and procedures (as defined
             in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act
             of 1934 ("Exchange Act")) are effective based on their evaluation
             of these controls and procedures required by paragraph (b) of Rules
             13a-15 or 15d-15 under the Exchange Act.

         (b) Internal Control Over Financial Reporting. There were no changes in
             our internal control over financial reporting identified in
             connection with the evaluation required by paragraph (d) of Rules
             13a-15 or 15d-15 under the Exchange Act that occurred during our
             last fiscal quarter that has materially affected, or is reasonably
             likely to materially affect, our internal control over financial
             reporting.


                                       13
<PAGE>


                                    PART II.
                                OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders

         The annual meeting of stockholders was held on June 17, 2004. Proposals
         I and II were approved. The results are as follows:

         Proposal I

         The following directors were elected at the meeting to serve a one-year
         term as directors:


                                                           Authority
                                             For            Withheld

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



          J. Thomas Parmeter                38,644,597            427,000
          George R. Walker                  38,754,497            317,500
          Kerry L. Kuhn                     38,640,395            431,602
          Edward G. Cape                    39,037,397             34,600
          Donald S. Kaplan                  38,905,397            166,600
          Steven M. Lamon                   38,752,597            319,406
          Steve Peltzman                    39,035,397             36,600

          Proposal II

         Ratification of appointment of Peterson & Co. as the Company's
         independent auditors for fiscal year 2004:

                                                                     Broker
          For                              Against     Abstained    Non-Vote
          ----------------------------  ------------- ----------  -----------
                            38,717,857        270,740      83,400           0

Item 6.  Exhibits and Reports on Form 8-K

         a.    Exhibits

                  31.1 Certification of Chief Executive Officer pursuant to
                       Securities Exchange Act Rules 13a- 14(a)/15d-14(a), as
                       adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                       of 2002.

                  31.2 Certification of Director of Finance (Principal Financial
                       Officer) pursuant to Securities Exchange Act Rules
                       13a-14(a)/15d-14(a), as adopted pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

                  32.1 Certification of Chief Executive Officer and 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.

         b.    Reports on Form 8-K

               On April 8, 2004, the Company filed a Current Report on Form 8-K
               announcing the appointment of Donald S. Kaplan as President and
               Chief Operating Officer at the Company.

               On May 13, 2004, the Company filed a Current Report on Form 8-K
               announcing the Company's financial results for the first quarter
               ended March 31, 2004.

               On June 28, 2004, the Company filed a Current Report on Form 8-K
               announcing the election of the Company's Board of Directors at
               its annual meeting of stockholders.


                                       14
<PAGE>


                                   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:   August 16, 2004               By  /s/  J. Thomas Parmeter
                                                -----------------------
                                                J. Thomas Parmeter
                                                Chairman of the Board, Chief
                                                Executive Officer


      Date:   August 16, 2004               By  /s/  Janis Y. Neves
                                                -------------------
                                                Janis Y. Neves
                                                Director of Finance, Controller
                                                and Corporate Secretary


                                       15
<PAGE>


                                  EXHIBIT INDEX


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

  31.1         Certification of Chief Executive Officer pursuant to Securities
               Exchange Act Rules 13a- 14(a)/15d-14(a), as adopted pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2         Certification of Director of Finance (Principal Financial
               Officer) pursuant to Securities Exchange Act Rules
               13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002

  32.1         Certification of Chief Executive Officer and 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.