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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-A/A
                                (Amendment No. 2)


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



                          CARDIAC PATHWAYS CORPORATION
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             (Exact name of Registrant as specified in its charter)

                Delaware                                       77-0278793
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(State of incorporation or organization                  (IRS Employer I.D. No.)



                 995 Benecia Avenue, Sunnyvale, California 94086

                    (Address of principal executive offices)



        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. [ ]

        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. [X]

        Securities Act registration statement file number to which this form
relates (if applicable): Not applicable.

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


                                      None
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                                (Title of Class)

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


                         Preferred Share Purchase Rights
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ITEM 1.        DESCRIPTION OF SECURITIES TO BE REGISTERED.

               Effective June 28, 2001, Cardiac Pathways Corporation amended the
        Preferred Shares Rights Agreement, dated as of April 22, 1997 and
        amended as of July 23, 1999, between Cardiac Pathways Corporation and
        Wells Fargo Bank Minnesota, N.A. (as successor in interest to Norwest
        Bank Minnesota, N.A.), as Rights Agent.

               The amendment of the Preferred Shares Rights Agreement effected
        the following changes:

          (1)  rendered the Preferred Shares Rights Agreement inapplicable to
               the merger and other transactions contemplated by the tender
               offer, merger and other transactions contemplated by the
               Agreement and Plan of Merger, dated as of June 28, 2001, by and
               among Cardiac Pathways Corporation, Boston Scientific Corporation
               and Adam Acquisition 2001 Inc.; and

          (2)  provided for all outstanding rights under the Preferred Shares
               Rights Agreement to terminate immediately prior to the effective
               time of the merger described above.

ITEM 2.        EXHIBITS

        4.3    Amendment No. 2 to Preferred Shares Rights Agreement, dated as of
               June 28, 2001, between Cardiac Pathways Corporation and Wells
               Fargo Bank Minnesota, N.A. as Rights Agent.











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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.



        Date:  June 29, 2001          CARDIAC PATHWAYS CORPORATION



                                      By:  /s/  THOMAS M. PRESCOTT
                                          --------------------------------------
                                           Thomas M. Prescott
                                           President and Chief Executive Officer














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                                  EXHIBIT INDEX




EXHIBIT
NUMBER                             DESCRIPTION
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  4.3       Amendment No. 2 to Preferred Shares Rights Agreement, dated as of
            June 28, 2001, between Cardiac Pathways Corporation and Wells Fargo
            Bank Minnesota, N.A. as Rights Agent.