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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
   
                                 FORM 10-KSB/A
    
 
 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                          COMMISSION FILE NO. 0-26804
                            ------------------------
 
                       PLANET POLYMER TECHNOLOGIES, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                  CALIFORNIA                                    33-0502606
       (STATE OR OTHER JURISDICTION OF              (IRS EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OF ORGANIZATION)
9985 BUSINESSPARK AVENUE, SUITE A, SAN DIEGO,                     92131
                      CA                                        (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
                    ISSUER'S TELEPHONE NUMBER (619) 549-5130
 
         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
                                      NONE
 
         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
                           COMMON STOCK, NO PAR VALUE
 
     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. [X] Yes  [
] No
 
   
     Check if there is no disclosure of delinquent filers in response to Items
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
    
 
     The Issuer's revenues for the year ending December 31, 1996 were
$3,269,651.
 
     The aggregate market value of the voting stock held by non-affiliates of
the Issuer as of February 28, 1997 was $2,086,419. Shares of Common Stock held
by each officer and director and by each person who owns 5% or more of the
outstanding Common Stock of the Company have been excluded because such persons
may be deemed to be affiliates.
 
     The total number of shares outstanding of the Issuer's Common Stock was
5,271,270 as of March 27, 1997.
--------------------------------------------------------------------------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Issuer's Definitive Proxy Statement to be filed with the Commission
pursuant to Regulation 14A in connection with 1997 Annual Meeting is
incorporated herein by reference into Part III of this report.
--------------------------------------------------------------------------------
 
   Transitional Small Business Disclosure Format (check one) [ ] yes  [X] no
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The undersigned hereby amends Item 5 of Part II of its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1996 to read as follows:

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


        The Company's Common Stock has been traded on the Nasdaq SmallCap tier
of the Nasdaq Stock Market ("Nasdaq") under the symbol "POLY" since the
Company's initial public offering on September 21, 1995. The following table
sets forth the high and low sales prices of the Company's Common Stock for the
period from September 21, 1995 through December 31, 1996 as furnished by
Nasdaq. These prices reflect prices between dealers without retail markups,
markdowns or commissions, and may not necessarily represent actual 
transactions:

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<CAPTION>
                                                             High          Low
                                                             ----          ---
<S>                                                          <C>           <C>
Fiscal year ended December 31, 1995
  Third Quarter (from September 21, 1995)..............      7 7/8         6 1/8
  Fourth Quarter.......................................      8 3/4         3
Fiscal year ended December 31, 1996
  First Quarter........................................     16             6 3/4
  Second Quarter.......................................     14 1/2         7 3/4
  Third Quarter........................................      9 1/4         5 3/4
  Fourth Quarter.......................................      8 1/2         3 7/8
</TABLE>

        On March 27, 1997, the last reported sale price of the Company's Common
Stock on the Nasdaq SmallCap market was $2.50. As of March 27, 1997, there were
approximately 113 holders of record of the Company's Common Stock with
5,271,270 shares outstanding. The market price of shares of Common Stock, like
that of the common stock of many other emerging growth companies, has been and
is likely to continue to be highly volatile.

        No dividends have been declared or paid on the Company's Common Stock
and the Company does not expect to pay any dividends in the foreseeable future.

        On January 1, 1996, in connection with the purchase of Deltco, the
Company issued 96,775 shares of restricted Common Stock to the sole shareholder
of Deltco. The Company issued such shares in reliance upon the exemption
provided by Section 4(2) of the Securities Act of 1933, as amended.
    
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                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          PLANET POLYMER TECHNOLOGIES, INC.
 
   
Dated May 1, 1997                       By: /s/ ROBERT J. PETCAVICH
                                            ------------------------------------
                                            Robert J. Petcavich
                                            President, Chief Executive Officer
                                            and Director
 

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
 
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<CAPTION>
             SIGNATURE                                TITLE                           DATE
-----------------------------------  ----------------------------------------    ---------------
<S>                                  <C>                                         <C>
 
      /s/ ROBERT J. PETCAVICH        President,                                  May 1, 1997
-----------------------------------  Chief Executive Officer and Director
        Robert J. Petcavich          (Principal Executive Officer)
                                     (Principal Financial and Accounting
                                     Officer)
 
        /s/ *                        Director                                    May 1, 1997
-----------------------------------
          Michael Coleman
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*By: /s/ Robert J. Petcavich
    -------------------------------
        Robert J. Petcavich
        Attorney-in-fact
    

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