UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                          (Amendment No.       )*
                                         ------

                          PROTEIN DESIGN LABS, INC.
                     ----------------------------------
                              (Name of Issuer)

                                   COMMON
                     ----------------------------------
                       (Title of Class of Securities)

                                74369L103
                     ----------------------------------
                              (CUSIP Number)

   Check the  following box if a fee is being paid with this statement /X/.  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting  beneficial  ownership of more than five percent of the class of
securities  described in Item 1;  and (2)  has  filed no  amendment  subsequent
thereto reporting  beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

   *The remainder of  this cover  page  shall  be  filled  out  for a reporting
person's  initial  filing on this  form with  respect to the  subject  class of
securities,  and for any  subsequent  amendment  containing  information  which
would alter the disclosures provided in a prior page.

   The information  required in the  remainder of this  cover page shall not be
deemed to be "filed"  for the purpose of  Section 18 of the Securities Exchange
Act of 1934  ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however, see
the Notes).


                              Page 1 of 8 Pages



CUSIP No. 74369L103                  13G                 Page  2  of  8  Pages
          ---------                                           ---    --- 

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons. S.S. or I.R.S. Identification No. of Above
     Person

     LGT ASSET MANAGEMENT, INC.
     94-2259541
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
     CALIFORNIA
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting
 Beneficially                       Power             1,766,800
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting
 Person With                        Power
                             --------------------------------------------------
                              (7) Sole Dispositive
                                    Power             1,766,800
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
                   1,766,800
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
                   11.32%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
                   IA
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!


                              Page 2 of 8 Pages



                        INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(1)  NAMES AND SOCIAL SECURITY NUMBERS OF REPORTING PERSONS-Furnish the full
     legal name of each person for whom the report is filed-i.e., each person
     required to sign the schedule itself-including each member of a group.
     Do not include the name of a person required to be identified in the
     report but who is not a reporting person. Reporting persons are also
     requested to furnish their Social Security or I.R.S. identification
     numbers, although disclosure of such numbers is voluntary, not mandatory
     (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below).

(2)  If any of the shares beneficially owned by a reporting person are held as
     a member of a group and such membership is expressly affirmed, please
     check row 2(a). If the membership in a group is disclaimed or the
     reporting person describes a relationship with other persons but does not
     affirm the existence of a group, please check row 2(b) [unless a joint
     filing pursuant to Rule 13d-1(e)(1) in which case it may not be necessary
     to check row 2(b)].

(3)  The third row is for SEC internal use; please leave blank.

(4)  CITIZENSHIP OR PLACE OF ORGANIZATION-Furnish citizenship if the named
     reporting person is a natural person. Otherwise, furnish place of
     organization.

(5-9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
     ETC.-Rows (5) through (9) inclusive, and (11) are to be completed in
     accordance with the provisions of Item 4 of Schedule 13G. All percentages
     are to be rounded off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate amount reported as beneficially owned in row (9) 
     does not include shares as to which beneficial ownership is disclaimed 
     pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange 
     Act of 1934.

(12) TYPES OF REPORTING PERSON-Please classify each "reporting person" according
     to the following breakdown (see Item 3 of Schedule 13G) and place the 
     appropriate symbol on the form:

              CATEGORY                                 SYMBOL
         Broker-Dealer                                   BD
         Bank                                            BK
         Insurance Company                               IC
         Investment Company                              IV
         Investment Adviser                              IA
         Employee Benefit Plan, Pension Fund,
           or Endowment Fund                             EP
         Parent Holding Company                          HC
         Corporation                                     CO
         Partnership                                     PN
         Individual                                      IN
         Other                                           OO

NOTES:

     Attach as many copies of the second part of the cover page as are 
     needed, one reporting person per page.
     Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange Act or otherwise subject to
the liabilities of that section of the Act.
     Reporting persons may comply with their cover page filing requirements 
by filing either completed copies of the blank forms available from the 
Commission, printed or typed facsimiles, or computer printed facsimiles, 
provided the documents filed have identical formats to the forms prescribed 
in the Commission's regulations and meet existing Securities Exchange Act 
rules as to such matters as clarity and size (Securities Exchange Act Rule 
12b-12).


                              Page 3 of 8 Pages



              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain 
security holders of certain issuers.

     Disclosure of the information specified in this schedule is mandatory, 
except for Social Security or I.R.S. identification numbers, disclosure of 
which is voluntary. The information will be used for the primary purpose of 
determining and disclosing the holdings of certain beneficial owners of 
certain equity securities. This statement will be made a matter of public 
record. Therefore, any information given will be available for inspection by 
any member of the public.

     Because of the public nature of the information, the Commission can 
utilize it for a variety of purposes, including referral to other governmental 
authorities or securities self-regulatory organizations for investigatory 
purposes or in connection with litigation involving the Federal securities 
laws or other civil, criminal or regulatory statutes or provisions, Social 
Security or I.R.S. identification numbers, if furnished, will assist the 
Commission in identifying security holders and, therefore, in promptly 
processing statements of beneficial ownership of securities.

     Failure to disclose the information requested by this schedule, except 
for Social Security or I.R.S. identification numbers, may result in civil or 
criminal action against the persons involved for violation of the Federal 
securities laws and the rules promulgated thereunder.


                           GENERAL INSTRUCTIONS

A.   Statements containing the information required by this schedule shall be 
     filed not later than February 14 following the calendar year covered by 
     the statement or within the time specified in Rule 13d-1(b)(2), if 
     applicable.

B.   Information contained in a form which is required to be filed by rules 
     under section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that 
     covered by a statement on this schedule may be incorporated by reference 
     in response to any of the items of this schedule. If such information is 
     incorporated by reference in this schedule, copies of the relevant pages 
     of such form shall be filed as an exhibit to this schedule.

C.   The item numbers and captions of the items shall be included but the 
     text of the items is to be omitted. The answers to the items shall be so 
     prepared as to indicate clearly the coverage of the items without 
     referring to the text of the items. Answer every item. If an item is 
     inapplicable or the answer is in the negative, so state.


                              Page 4 of 8 Pages



ITEM 1(A).  NAME OF ISSUER
     PROTEIN DESIGN LABS, INC.
- -------------------------------------------------------------------------------


ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
     2375 GARCIA AVENUE, MOUNTAIN VIEW, CA 94043
- -------------------------------------------------------------------------------


ITEM 2(A).  NAME OF PERSON(S) FILING
     LGT ASSET MANAGEMENT, INC.
- -------------------------------------------------------------------------------


ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
     50 CALIFORNIA ST., 27TH FLOOR, SAN FRANCISCO, CA 94111
- -------------------------------------------------------------------------------


ITEM 2(C).  CITIZENSHIP
     CALIFORNIA
- -------------------------------------------------------------------------------


ITEM 2(D).  TITLE OF CLASS OF SECURITIES
     COMMON
- -------------------------------------------------------------------------------


ITEM 2(E).  CUSIP NUMBER
     74369L103
- -------------------------------------------------------------------------------


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
  CHECK WHETHER THE PERSON FILING IS A:

    (a) / / Broker or Dealer registered under Section 15 of the Act

    (b) / / Bank as defined in section 3(a)(6) of the Act

    (c) / / Insurance Company as defined in section 3(a)(19) of the Act

    (d) / / Investment Company registered under section 8 of the Investment
            Company Act

    (e) /X/ Investment Adviser registered under section 203 of the Investment
            Advisers Act of 1940

    (f) / / Employee Benefit Plan, Pension Fund which is subject to the
            provisions of the Employee Retirement Income Security Act of 1974
            or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)

    (g) / / Parent Holding Company, in accordance with 
            Section 240.13d-1(b)(ii)(G) (Note: See Item 7)

    (h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)


                              Page 5 of 8 Pages



ITEM 4.  OWNERSHIP

    If the percent of the class owned, as of December 31 of the year covered 
by the statement, or as of the last day of any month described in Rule 
13d-1(b)(2), if applicable, exceeds five percent, provide the following 
information as of that date and identify those shares which there is a right 
to acquire.

    (a) Amount Beneficially Owned:
         1,766,800 FOR MONTH ENDED SEPT. 30, 1996
    ---------------------------------------------------------------------------

    (b) Percent of Class:
         11.32% BASED ON 15,613,000 SHARES OUTSTANDING
    ---------------------------------------------------------------------------

    (c) Number of shares as to which such person has:

          (i) sole power to vote or to direct the vote
                   1,766,800
              -----------------------------------------------------------------
         (ii) shared power to vote or to direct the vote

              -----------------------------------------------------------------
        (iii) sole power to dispose or to direct the disposition of
                   1,766,800
              -----------------------------------------------------------------
         (iv) shared power to dispose or to direct the disposition of

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

INSTRUCTION: For computations regarding securities which represent a right to 
acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following.  / /

INSTRUCTION: Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     If any other person is known to have the right to receive or the power 
to direct the receipt of dividends from, or the proceeds from the sale of, 
such securities, a statement to that effect should be included in response to 
this item and, if such interest relates to more than five percent of the 
class, such person should be identified. A listing of the shareholders of an 
investment company registered under the Investment Company Act of 1940 or the 
beneficiaries of employee benefit plan, pension fund or endowment fund is not 
required.


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


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
  THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

     If a parent holding company has filed this schedule, pursuant to Rule 
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating 
the identify and the Item 3 classification of the relevant subsidiary. If a 
parent holding company has filed this schedule pursuant to Rule 13d-1(c), 
attach an exhibit stating the identification of the relevant subsidiary.


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


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this 
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of 
each member of the group.


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


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

     Notice of dissolution of a group may be furnished as an exhibit stating 
the date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by 
members of the group, in their individual capacity. See Item 5.


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


ITEM 10. CERTIFICATION

    The following certification shall be included if the statement is filed 
pursuant to Rule 13d-1(b):

    By signing below I certify  that,  to the best of my  knowledge and belief,
the  securities  referred to above  were  acquired in the  ordinary  course  of
business and were not acquired for the purpose of and do not have the effect of
changing or  influencing the  control of the issuer of such securities and were
not acquired in  connection with or as a participant in any  transaction having
such purposes or effect.

                                  SIGNATURE

    After  reasonable  inquiry and to the  best of my  knowledge and  belief, I
certify that the  information set forth in this statement is true, complete and
correct.

                                                 OCTOBER 23, 1996
                                       ----------------------------------------
                                       (Date)

                                       /s/ KENNETH W. CHANCEY
                                       ----------------------------------------
                                       (Signature)

                                       KENNETH W. CHANCEY        VICE PRESIDENT
                                       ----------------------------------------
                                       (Name/Title)



                              Page 6 of 8 Pages





     The original statement shall be signed by each person on whose behalf 
the statement is filed or his authorized representative. If the statement is 
signed on behalf of a person by his authorized representative other than an 
executive officer or general partner of the filing person, evidence of the 
representative's authority to sign on behalf of such person shall be filed 
with the statement, provided, however, that a power of attorney for this 
purpose which is already on file with the Commission may be incorporated by 
reference. The name and any title of each person who signs the statement 
shall be typed or printed beneath his signature.

NOTE: Six copies of this statement, including all exhibits, should be filed 
with the Commission.

     ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE 
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)



                              Page 7 of 8 Pages




                                  (BLANK)






                              Page 8 of 8 Pages