WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 19, 2004

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Date of Report (Date of earliest event reported)

NANOPIERCE TECHNOLOGIES, INC.

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(Exact name of Registrant as specified in its charter)

Nevada 33-19598-D 84-0992908

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(State or other jurisdiction (Commission File Number) (IRS Employer

of incorporation) Identification Number)

370 17th Street, Suite 3640

Denver, Colorado 80202

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(Address of principal executive offices) (Zip Code)

(303) 592-1010

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(Registrant`s telephone number, including area code)

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:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

This amendment on Form 8K is filed to amend and supersede the disclosure of the

Warrant Exercise Price Reduction by NanoPierce Technologies, Inc. filed with the

Securities and Exchange Commission on November 19, 2004.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

Warrant Exercise Price Reduction

In January 2004, NanoPierce Technologies, Inc. (the ``Registrant``) sold

20,000,000 units to a limited number of accredited investors in a private

placement transaction exempt from registration under Section 4(2) of the

Securities Act of 1933 and Regulation D promulgated thereunder. Each unit

consists of, among other things, a warrant to purchase two shares of our common

stock at an exercise price of $0.25 per share (the ``$0.25 Warrants``). The $0.25

Warrants will expire on January 20, 2009, unless exercised earlier.

On November 16, 2004, the Registrant re-issued $0.25 Warrants exercisable for

39,500,000 shares of registered common stock with a reduced exercise price. The

Registrant reduced the exercise price of these $0.25 Warrants from $0.25 per

share to $0.15 per share. No other terms of the $0.25 Warrants were modified or

changed as a result of the reduction in the exercise price.

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: December 1, 2004 NANOPIERCE TECHNOLOGIES, INC.

/s/ Paul H. Metzinger

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Paul H. Metzinger, President &

Chief Executive Officer