8-A12G/A

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

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Oregon	93-1099680
(State of incorporation or organization)	(IRS Employer Identification No.)
211 Somerville Road (Route 202 North), Bedminster, NJ	07921
(Address of principal executive offices)	(Zip code)

        If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

        If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ý

        Securities Act registration statement file number to which this form relates: None

        Securities to be registered pursuant to Section 12(b) of the Act:

        Securities to be registered pursuant to Section 12(g) of the Act: Series R Participating Preferred Stock

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.    Description of Registrant's Securities to be Registered

        Effective November 15, 2004, Bioject Medical Technologies Inc. ("Bioject") amended its Rights Agreement, dated as of July 1, 2002, between Bioject and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"), to permit LOF Partners, LLC to beneficially own, in the aggregate, more than 15% but less than 20% of Bioject's common stock without becoming an "Acquiring Person" (as defined in the Rights Agreement).

        The foregoing summary of the amendment is not complete and is qualified in its entirety by reference to the Second Amendment to Rights Agreement, a copy of which is attached as an exhibit hereto and incorporated herein by reference.

Item 2.    Exhibits

Exhibit Number	Exhibit Title
1	Second Amendment to Amended and Restated Rights Agreement, dated as of November 15, 2004, between Bioject and American Stock Transfer & Trust Company.

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SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/  JOHN P. GANDOLFO
Name:	John P. Gandolfo
Title:	Chief Financial Officer and Vice President of Finance

Dated: November 19, 2004.

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
1	Second Amendment to Amended and Restated Rights Agreement, dated as of November 15, 2004, between Bioject and American Stock Transfer & Trust Company.

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INFORMATION REQUIRED IN REGISTRATION STATEMENT
SIGNATURE
EXHIBIT INDEX

EX-1

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EXHIBIT 1

SECOND AMENDMENT TO RIGHTS AGREEMENT

        THIS SECOND AMENDMENT is made between Bioject Medical Technologies Inc., an Oregon corporation (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent"), dated as of November 15, 2004 (this "Second Amendment"), to amend the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement dated as of October 8, 2002 (the "Rights Agreement").

        WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement;

        WHEREAS, the Board of Directors of the Company adopted resolutions on November 9, 2004 to amend the Rights Agreement as stated below and in accordance with Section 26 thereof; and

        WHEREAS, the Company has directed the Rights Agent to adopt this Second Amendment.

        NOW THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree as follows:

        1.     Section 1(a) of the Rights Agreement is hereby amended in its entirety to read as follows:

        (a)   "Acquiring Person" shall mean any Person (as such term is defined in this Agreement) who or which, together with all Affiliates and Associates (as such terms are defined in this Agreement) of such Person, shall be the Beneficial Owner (as such term is defined in this Agreement) of 15% or more of the shares of Common Stock then outstanding; provided, however, that an Acquiring Person shall not include the Company, any Subsidiary (as such term is defined in this Agreement) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding shares of Common Stock for or pursuant to the terms of any such plan, or LOF Partners, LLC or its Affiliates and Associates (including Life Sciences Opportunities Fund II, L.P. and Life Sciences Opportunities Fund II (Institutional), L.P.) (collectively, "LOF"); provided, however, that if LOF shall become the Beneficial Owner of an aggregate of 19.99% or more of the shares of Common Stock then outstanding (regardless of whether such Common Stock was acquired before or after the date hereof), then LOF shall be deemed an "Acquiring Person." Notwithstanding the foregoing, no Person shall be deemed to be an "Acquiring Person" (including LOF) either (i) as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 15% or more (or with respect to LOF, 19.99% or more) of the shares of Common Stock then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more (or with respect to LOF, 19.99% or more) of the shares of Common Stock then outstanding by reason of share acquisitions by the Company and if such Person shall, after such share acquisitions by the Company, become the Beneficial Owner of any additional shares of Common Stock representing one percent (1%) or more of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person (unless such Person shall be the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) shall be deemed an "Acquiring Person," or (ii) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined by the foregoing provisions of this paragraph (a), has become such inadvertently, and such person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person," as defined by the foregoing provisions of this paragraph (a).

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        2.     The Rights Agreement shall remain in full force and effect without amendment except this Second Amendment and any other amendment made in accordance with Section 26 of the Rights Agreement. All references in the Rights Agreement to "this Agreement" or the "Agreement" or "hereof" and all references in this Second Amendment to the Agreement shall hereafter be deemed to be references to the Rights Agreement as amended by this Second Amendment and any other amendment made in accordance with Section 26 of the Rights Agreement. All terms used but not defined in this Second Amendment shall have the meanings ascribed to them in the Rights Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first above written.

BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/  JOHN P. GANDOLFO
Name:	John P. Gandolfo
Title:	CFO
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/  HERBERT J. LEMMER
Name:	Herbert J. Lemmer
Title:	Vice President

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SECOND AMENDMENT TO RIGHTS AGREEMENT