UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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



        Date of Report (Date of earliest event reported)  June 16, 2004
                                                         ---------------

                             SOMANETICS CORPORATION
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             (Exact name of registrant as specified in its charter)

        Michigan                     0-19095                     38-2394784
-----------------------------     --------------            --------------------
(State or other jurisdiction       (Commission                 (IRS Employer
    of incorporation)              File Number)              Identification No.)


1653 East Maple Road, Troy, Michigan                                 48083-4208
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(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code          (248) 689-3050
                                                    ----------------------------





Item 12. Results of Operations and Financial Condition

     On June 16, 2004, Somanetics Corporation announced its financial results
for the second fiscal quarter ended May 31, 2004 and certain other information.
A copy of the press release is furnished with this report following the
signature page and is incorporated in this Item 12 by reference. The information
in this report and the attached press release shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly stated by specific reference in such filing.

                                   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.


Dated:  June 16, 2004                                SOMANETICS CORPORATION
                                                --------------------------------
                                                         (Registrant)

                                           By:  /s/ Mary Ann Victor
                                                --------------------------------
                                                Mary Ann Victor

                                           Its: Vice President of Communications
                                                --------------------------------
                                                and Administration and Secretary
                                                --------------------------------





                                  EXHIBIT INDEX

Exhibit                    Description

 99.1                      News release dated June 16, 2004