8-K

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 30, 2005


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



           Delaware                       0-19724                33-0311631
- -------------------------------  --------------------------  -------------------
(State or other jurisdiction of         (Commission            (IRS Employer
 incorporation or organization)         File Number)         Identification No.)


10655 Sorrento Valley Road, San Diego, California             92121
- -------------------------------------------------  -----------------------------
    (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code:  (858) 558-6064
                                                            --------------------

                                 Not Applicable
        -----------------------------------------------------------------
          (Former name or former address, if changed since last report)



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







Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
           Audit Report or Completed Interim Review.


        On March 30, 2005, Protein Polymer Technologies, Inc. issued a press
release announcing that as a result of a recommendation by the Company's
independent auditors, the Company will be restating its financial statements
included in its Annual Report on Form 10-KSB for the fiscal year ended December
31, 2003 in connection with the accounting treatment of certain transactions
related to the issuance of convertible preferred stock and warrants during 2003
to include additional non-cash imputed dividend expense totaling $1,211,333 in
the restated financial statements for 2003.

        As a result of the restatement, the Company's balance sheet at December
31, 2003 will reflect an increase in deficit accumulated during development
stage of $1,211,333 and an increase in additional paid in capital of $1,211,333.
As a result of the restatement, the Company's income statement for the year
ended December 31, 2003 will reflect an increase in undeclared and/or paid
dividend on preferred stock of $1,211,333, and an increase in net loss
applicable to common shareholders of $1,211,333 and an increase in net loss per
common share - basic and diluted - of $0.04.

        A copy of the press release is filed as Exhibit 99.1 to this Current
Report.

Item 9.01.  Financial Statements and Exhibits.

        (c)    Exhibits.

               99.1          Press Release of Protein Polymer Technologies, Inc.
                             dated March 30, 2005








                                    SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                               PROTEIN POLYMER TECHNOLOGIES, INC.,
                               a Delaware corporation


Date: March 30, 2005           By: /s/ J. Thomas Parmeter
                                   ---------------------------------------------
                                   J. Thomas Parmeter
                                   Chairman of the Board and
                                   Chief Executive Officer









                                  EXHIBIT INDEX

Exhibit No.           Description
- -----------           -----------

99.1                  Press Release of Protein Polymer Technologies, Inc. dated
                      March 30, 2005

EX-99

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

CONTACTS:
J. Thomas Parmeter
Chairman
(858) 558-6062
info@ppti.com
COMPANY TO MAKE NON-CASH ADJUSTMENT TO FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2003; CHANGES NECESSARY TO INCLUDE ADDITIONAL NON-CASH
IMPUTED DIVIDEND EXPENSE RELATED TO THE ISSUANCE OF CONVERTIBLE PREFERRED STOCK
AND WARRANTS DURING 2003.

SAN DIEGO, March 30, 2005 -- Protein Polymer Technologies, Inc. (OTC BB: PPTI)
announced today that as a result of a recommendation by the Company's
independent auditors, the Company will be restating its financial statements
included in its Annual Report on Form 10-KSB for the fiscal year ended December
31, 2003 in connection with the accounting treatment of certain transactions
related to the issuance of convertible preferred stock and warrants during 2003
to include additional non-cash imputed dividend expense totaling $1,211,333 in
the restated financial statements for 2003.

As a result of the restatement, the Company's balance sheet at December 31, 2003
will reflect an increase in deficit accumulated during development stage of
$1,211,333 and an increase in additional paid in capital of $1,211,333. As a
result of the restatement, the Company's income statement for the year ended
December 31, 2003 will reflect an increase in undeclared and/or paid dividend on
preferred stock of $1,211,333, and an increase in net loss applicable to common
shareholders of $1,211,333 and an increase in net loss per common share - basic
and diluted - of $0.04.

Protein Polymer Technologies, Inc., is a San Diego-based company focused on
developing products to improve medical and surgical outcomes. From its inception
in 1988, PPTI has been a pioneer in protein design and synthesis, creating an
extensive portfolio of proprietary biomaterials for use in the development of
bioactive devices. These genetically engineered biomaterials are high molecular
weight proteins, processed into products with physical and biological
characteristics tailored to specific clinical performance requirements. Targeted
products include urethral bulking agents for the treatment of stress urinary
incontinence, dermal augmentation products for cosmetic and reconstructive
surgery, surgical adhesives and sealants, scaffolds for wound healing and tissue
engineering, and depots for







local drug delivery. To date, PPTI has been issued twenty-six U.S. Patents on
its core technology with corresponding issued and pending patents in key
international markets.

This press release contains forward-looking statements that are based on
management's views and expectations. Actual results could differ materially from
those expressed here; further, the Company is not obligated to comment
specifically on those differences. Risks associated with the Company's
activities include raising adequate capital to continue operations, scientific
and clinical product development uncertainties, competitive products and
approaches, continuing collaborative partnership interest and funding,
regulatory testing and approvals, and manufacturing scale-up. The reader is
encouraged to refer to the Company's 2003 Annual Report on Form 10-KSB, the
Company's quarterly reports on Form 10QSB for the periods ended March 31, 2004,
June 30, 2004 and September 30, 2004, and other recent filings with the
Securities and Exchange Commission, copies of which are available from the
Company, to further ascertain the risks associated with the above statements.