UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): October 10, 2002

~~Date~~Conductus, ofInc. ~~Report~~ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported)~~specified ~~October~~in ~~10,~~its ~~2002~~charter)

CONDUCTUS, INC. (Exact name of registrant as specified in its charter)

Delaware		000-19915		77-0162388
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware	0-19915	77-0162388
969 West Maude Avenue, Sunnyvale, California	94086
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

969 West Maude Avenue, Sunnyvale, California		94085
(Address of principal executive offices)		(Zip Code)

	Registrant’s telephone number, including area code:
	(408) 523-9950


	Not applicable
	(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code (408) 523-9950

(Former name or former address if changed since last report)

Item 5. Other Events.

~~On October 10, 2002,~~ Conductus, Inc., a ~~Delaware~~ Delaware corporation (the “Company”), has entered into a ~~merger~~Third ~~agreement~~Amendment ~~providing~~to Rights ~~for~~Agreement, ~~the merger~~dated as of October 10, 2002 (the ~~Company~~“Third Rights Agreement Amendment”), with ~~STI~~EquiServe ~~Acquisition~~Trust Company, ~~Inc~~N.A. as successor Rights Agent, which aamends ~~Delaware~~the ~~corporation~~Rights Agreement, dated as of January 29, 1998 (the “Rights Agreement”), originally between the Company and Boston EquiServe L.P., as ~~wholly-owned~~Rights ~~subsidiary~~Agent. Among other things, the Third Rights Agreement Amendment amends the Rights Agreement such that (i) none of Superconductor Technologies Inc., a Delaware corporation (“Superconductor”), STI Acquisition, Inc. ~~The~~, ~~merger~~a isDelaware ~~subject~~corporation (“Merger Sub”) or any of their affiliates or associates shall be deemed to be an Acquiring Person, as such ~~conditions~~term is defined in the Rights Agreement, ~~including~~and (ii) neither a Shares Acquisition Date nor a Distribution Date, as such terms are defined in the ~~approval~~Rights Agreement, shall be deemed to occur by virtue of the ~~stockholders~~execution of ~~each~~the Agreement and Plan of Merger dated October 10, 2002 among Superconductor, Merger Sub and the Company, or by the announcement or the consummation of the transactions contemplated therein. The Third Rights Agreement Amendment is attached hereto as Exhibit 4.1 and ~~Superconductor~~is ~~Technologies,~~incorporated herein ~~Inc~~by reference. The foregoing description of the Third Rights Agreement Amendment is qualified in its entirety by reference to such exhibit.

~~Copies~~Item of7. ~~the~~Financial ~~Agreement~~Statements and ~~Plan of Merger and the press release announcing the merger are attached hereto as~~ Exhibits 2.~~1 and 99.1, respectively, and are incorporated herein by reference.~~

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

Exhibit No.		Description

4.1		Third Amendment to Rights Agreement, dated as of October 10, 2002 to the Rights Agreement, dated as of January 28, 1998, as amended, originally between the Company and Boston EquiServe L.P. (incorporated herein by reference to Exhibit 4 to the registrant’s Form 8-A/A registration statement filed with the Securities and Exchange Commission on October 23, 2002).

~~(a) Financial Statements of Businesses Acquired.~~2

~~Not applicable.~~SIGNATURES

~~(b)~~Pursuant to the ~~Pro~~requirements ~~Forma~~of the Securities Exchange Act of 1934, the registrant has duly ~~Financial~~caused ~~Information~~this report to be signed on its behalf by the undersigned thereunto duly authorized.

Not applicable.

Date: October 22, 2002		CONDUCTUS, INC. (Registrant)

	By:	/s/ Ron Wilderink
	Name:	Ron Wilderink
	Title:	Vice President of Finance and Chief Financial Officer

~~(c) Exhibits.~~3

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated October 10, 2002 among Superconductor Technologies Inc., STI Acquisition, Inc. and the Company.*
99.1		Press Release dated October 10, 2002.

EXHIBIT INDEX

* The disclosure schedules to this agreement have not been filed herewith, pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.

Exhibit No.		Description

4.1		Third Amendment to Rights Agreement, dated as of October 10, 2002 to the Rights Agreement, dated as of January 28, 1998, as amended, originally between the Company and Boston EquiServe L.P. (incorporated herein by reference to Exhibit 4 to the registrant’s Form 8-A/A registration statement filed with the Securities and Exchange Commission on October 23, 2002).

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.

	CONDUCTUS, INC.
	(Registrant)
Date: October 16, 2002	By:	/s/ RON WILDERINK
	Ron Wilderink
	Vice President of Finance
	and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated October 10, 2002 among Superconductor Technologies Inc., STI Acquisition, Inc. and the Company.*
99.1		Press Release dated October 10, 2002.

Filing Compare · CONDUCTUS INC