UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

Amendment No. 2

 ̈Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

xAnnual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

|For the fiscal year ended
December 31, 2004 | Commission File Number
|------------------------------------------- | ----------------------
|0-30334                                    



ANGIOTECH PHARMACEUTICALS, INC.

____________________________________________________________________________________________________________________________________

(Exact name of Registrant as specified in its charter)

___________________________________________________________

(Translation of Registrant's name into English (if applicable))

British Columbia, Canada(Province or other jurisdiction of incorporation or organization)

2834(Primary Standard Industrial Classification Code Number (if applicable))

98-0226269(I.R.S. Employer Identification Number (if applicable))

1618 Station Street
Vancouver, BC
Canada  V6A 1B6(604) 221-7676(Address and telephone number of Registrant's principal executive offices)

John L. Mericle
Harris, Mericle & Wakayama
999 Third Avenue, Suite 3210Seattle, Washington 98104(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)



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

None(Title of Class)

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

Common Shares Without Par Value(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

|xAnnual information form | xAudited annual financial statements
|------------------------ | ------------------------------------

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

The number of shares outstanding of the issuer's common shares as of December 31, 2004 was 83,957,950.

______________________________

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule.



|Yes  ̈ | No x
|----- | ----

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.



|Yes x | No  ̈
|----- | ----



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EXPLANATORY NOTE

This Amendment No. 2 on Form 40-F/A (the “Amendment”) to the Annual Report on Form 40-F for the fiscal year ended December 31, 2004, which was originally filed with the Securities and Exchange Commission on April 1, 2005 (the Original Filing) and amended by Amendment No. 1 filed on May 4, 2005, is being filed to amend the Original Filing as follows:



   The certification for the registrants Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibit 32.2 to the Original Filing and Amendment No. 1, has been revised to accurately reflect the title of the certifying officer.



Except for the amendment described above, this Amendment does not modify or update other disclosures in, or exhibits to, the Original Filing.

This Form 40-F/A consists of a cover page, this explanatory note, the signature page, the registrants Annual Information Form, consolidated audited annual financial statements and Managements Discussion and Analysis of the Registrants Financial Condition and Results of Operations for the fiscal year ended December 31, 2004, and the certifications.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F/A; the securities in relation to which the obligation to file an annual report on Form 40-F/A arises; or transactions in said securities.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

|Registrant: | ANGIOTECH PHARMACEUTICALS, INC.       
|----------- | --------------------------------------
|            |                                       
|By :        | /s/ David M. Hall                     
|            | David M. Hall, Chief Financial Officer
|            |                                       
|Date:       | May 6, 2005                           



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EXHIBITS



|EXHIBIT | DESCRIPTION OF EXHIBIT                                                                                                                                                                             
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                    
|1       | Angiotech Pharmaceuticals, Inc. Annual Information Form for the year ended December 31, 2004.                                                                                                      
|2       | Angiotech Pharmaceuticals, Inc.s Managements Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements for the year ended December 31, 2004.
|31.1    | Certification by the Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|        |                                                                                                                                                                                                    
|31.2    | Certification by the Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|        |                                                                                                                                                                                                    
|32.1    | Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                           
|        |                                                                                                                                                                                                    
|32.2    | Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                           
|        |