UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-A/A

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

CHOLESTECH CORPORATION

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

     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. x

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

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

PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)

Table of Contents

Item 1. Description of Securities to be Registered

     Item 1 is hereby amended by adding the following paragraphs:

     Cholestech Corporation (the “Company”) and Computershare Investor Services, LLC, as rights agent (the “Rights Agent”) entered into an Amended and Restated Preferred Share Rights Agreement dated as of January 1, 2005, amending and restating the Preferred Share Rights Agreement dated January 22, 1997 between the Company and ChaseMellon Shareholder Services, L.L.C. as rights agent (the “Rights Agreement”).

     The amendment and restatement reflected in the Rights Agreement (a) eliminates all requirements in the Rights Agreement that actions, approvals, and determinations to be taken or made by the Company’s Board of Directors be taken or made by a majority of the “Continuing Directors,” (b) reflects Computershare Investor Services, LLC as the Company’s new stock transfer agent and (c) makes certain clarifying changes. The deletion of all references to “Continuing Directors” eliminates from the Rights Agreement what are commonly referred to as “dead hand” provisions.

     The foregoing description of the amendment and restatement is a general description only and is qualified in its entirety by reference to the Rights Agreement. A copy of the Rights Agreement, including the form of the Rights Certificate, is attached as Exhibit 4.2 hereto and is incorporated herein by reference. The summary of the principal terms of the Rights Agreement is otherwise unchanged from that set forth in the Company’s Form 8-A filed with the Securities and Exchange Commission on January 27, 1997.

Item 2. Exhibits

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, thereunto duly authorized.

Dated: January 5, 2005

EXHIBIT INDEX