Theories which have been used to describe the quantized electromagneti
c held interacting with a nonlinear dielectric medium are either pheno
menological or derived by quantizing the macroscopic Maxwell equations
. Here we take a different approach and derive a Hamiltonian describin
g interacting fields from one which contains both field and matter deg
rees of freedom. The medium is modeled as a collection of two-level at
oms, and these interact with the electromagnetic field. The atoms are
grouped into effective spins and the the Holstein-Primakoff representa
tion of the spin operators is used to expand them in inverse powers of
the total spin. When the lowest order term of the interaction is comb
ined with the free atomic and field Hamiltonians, a Hamiltonian descri
bing a theory of noninteracting polaritons results. When higher order
terms are expressed in terms of polariton operators standard nonlinear
optical interactions emerge. These are then compared to the results o
f phenomenological and macroscopic theories. The theory is also used t
o derive an effective Hamiltonian describing counterpropagating modes
in a nonlinear medium.