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):

September 29, 2005

PROTEIN DESIGN LABS, INC.

(Exact name of registrant as specified in its charter)

34801 Campus Drive

Fremont, California 94555
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(510) 574-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 29, 2005, the Board of Directors of Protein Design Labs, Inc. (“PDL”) elected Samuel Broder, M.D., to serve as a Class III member of PDL’s Board of Directors (the “Board”), with a term expiring at the 2007 annual meeting of stockholders, and increased the Board of Directors from seven (7) directors to eight (8) directors.  The Board also elected Dr. Broder to serve as a member of the Compliance Committee and the Scientific Review Committee.  Dr. Broder was elected on the recommendation of the Nominating and Governance Committee.  The press release announcing Dr. Broder’s election to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Dr. Broder is a physician-scientist with special expertise in the relationship between disorders of the immune system and cancer.  He currently is Chief Medical Officer at Celera Genomics and Celera Diagnostics and has been serving in that capacity since 1998.  He has broad responsibilities for medical affairs, including the integration of genomic, biological and medical information.

Dr. Broder received his bachelor’s and medical degrees from the University of Michigan. He is a member of the Institute of Medicine of the U.S. National Academy of Sciences, is the author of more than 300 scholarly papers and holds numerous patents.

Item 9.01 Financial Statements and Exhibits.

(c)                                  Exhibits.

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SIGNATURES

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.

Date:                    October 5, 2005

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Exhibit 99.1

For Immediate Release

Contact:

James R. Goff

Senior Director,

Investor Relations

(510) 574-1421

jgoff@pdl.com

PROTEIN DESIGN LABS ELECTS SAMUEL BRODER, M.D.

TO BOARD OF DIRECTORS

Dr. Broder is Chief Medical Officer at Celera Genomics, former NCI Director

Fremont, Calif., October 4, 2005 – Protein Design Labs, Inc. (PDL) (Nasdaq: PDLI) today announced that Samuel Broder, M.D., has been elected to the company’s Board of Directors.  Dr. Broder is a physician-scientist with special expertise in the relationship between disorders of the immune system and cancer.  He currently is Chief Medical Officer at Celera Genomics and Celera Diagnostics.

“We are delighted to welcome Sam to the PDL Board and are certain his expertise in pharmaceutical research and development will be a major asset to the company during this phase of growth,” said Mark McDade, Chief Executive Officer, PDL. “We have six products entering later-stage clinical trials. Dr. Broder’s background in clinical development will be invaluable as we aim to commercialize these therapies for a range of serious medical conditions.”

Dr. Broder has been Chief Medical Officer of Celera Genomics since joining that company in 1998. He has broad responsibilities for medical affairs, including the integration of genomic, biological and medical information.

Dr. Broder began his research career in the Metabolism Branch of the National Cancer Institute (NCI) in 1972. Following the onset of the AIDS epidemic, Dr. Broder’s laboratory added studies of anti-retroviral agents to its research repertoire and made significant contributions to the development of AIDS drugs such as AZT ddl and ddC.

In 1989, President Ronald Reagan named Dr. Broder Director of the NCI. Under his leadership, the NCI initiated a number of important large-scale human trials in the prevention, diagnosis, and treatment of cancer. In the spring of 1995, Dr. Broder became Senior Vice President for Research and Development at the IVAX Corporation (now in process of being acquired by TEVA Pharmaceutical Industries, Ltd.) in Florida, where he directed a broad range of pharmaceutical research on new drugs for heart disease, diabetes and diseases of the lung.

Dr. Broder received his bachelor’s and medical degrees from the University of Michigan. He is a member of the Institute of Medicine of the U.S. National Academy of Sciences, is the author of more than 300 scholarly papers and holds numerous patents.

Protein Design Labs, Inc.

34801 Campus Drive

Fremont, CA 94555

Tel: 510.574.1400

Fax: 510.574.1500

About Protein Design Labs

PDL is a biopharmaceutical company focused on the research, development and commercialization of novel therapies for inflammation and autoimmune diseases, acute cardiac conditions and cancer. PDL markets several biopharmaceutical products in the United States through its hospital sales force and wholly-owned subsidiary, ESP Pharma, Inc. As a leader in the development of humanized antibodies, PDL has licensed its patents to numerous pharmaceutical and biotechnology companies, some of which are now paying royalties on net sales of licensed products. Further information on PDL is available at www.pdl.com.

Protein Design Labs and the PDL logo are registered U.S. trademarks of Protein Design Labs, Inc.

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