SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                November 19, 2004
                _________________________________________________
                Date of Report (Date of earliest event reported)


                          NANOPIERCE TECHNOLOGIES, INC.
              _____________________________________________________
             (Exact name of Registrant as specified in its charter)


             Nevada                  33-19598-D          84-0992908
    _______________________________________________________________________
   (State or other jurisdiction   (Commission File      (IRS Employer
        of incorporation)             Number)       Identification Number)


                           370 17th Street, Suite 3640
                             Denver, Colorado 80202
            ________________________________________________________
              (Address of principal executive offices)   (Zip Code)


                                 (303) 592-1010
             ______________________________________________________
              (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))



                   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 $0.10 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:  November 19, 2004                 NANOPIERCE  TECHNOLOGIES,  INC.




                                         /s/ Paul H. Metzinger
                                        -------------------------------------
                                        Paul H. Metzinger, President &
                                        Chief Executive Officer