LAW OFFICES OF
                     PAUL, HASTINGS, JANOFSKY & WALKER LLP
      A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                            555 South Flower Street
                         Los Angeles, California 90071
                            TELEPHONE (213) 683-6000
                            FACSIMILE (213) 627-0705



                                                    September 5, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

         On behalf of Protein Polymer Technologies, Inc. (the "Company") we
hereby request withdrawal of the Form 8-A/A Amendment No. 1 filed with the
Securities and Exchange Commission (the "Commission") on August 27, 1997.

         Pursuant to the instructions of the staff of the Commission, an
original registration statement on Form 8-A/A should have been filed registering
only the Preferred Share Purchase Rights (the "Rights") to be distributed by the
Company following approval of the Rights for listing on the NASDAQ Stock Market
to its stockholders of record on September 10, 1997 pursuant to a dividend
declared on August 22, 1997.

         In accordance with the instructions of the staff of the Commission, an
original registration statement on Form 8-A is being filed to register the
Rights only.

         If you have any questions concerning this amendment withdrawal, please
do not hesitate to contact the undersigned at (213) 683-6275.
   
                                       Very truly yours,

                                       /s/ J. CLARK MILLER

                                          J. Clark Miller
                              for PAUL, HASTINGS, JANOFSKY & WALKER LLP