[LOGO OF SOMANETICS]



                             Mary Ann Victor
                             Vice President, Communications and Administration

                             Somanetics Corporation
                             1653 East Maple Road
                             Troy, MI  48083-4208
                             Tel: (248) 689-3050, ext. 204
                             Fax: (248) 689-4272
                             mavictor@somanetics.com


                                                          September 15, 2004

VIA EDGAR TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Re:      Somanetics Corporation - Current Report on Form 8-K
                  Dated September 15, 2004 (File No. 0-19095)

Dear Sir or Madam:

     Pursuant to Rule 13a-11 under the Securities Exchange Act of 1934, pursuant
to Regulation S-T and pursuant to the General Instructions to Form 8-K, enclosed
for filing is a complete copy of the Company's Current Report on Form 8-K,
including any financial statements, exhibits or other papers or documents filed
as a part of such report.

                                     Very truly yours,

                                     /s/ Mary Ann Victor
                                     ------------------------------------------
                                     Mary Ann Victor
                                     Vice President of Communications and
                                     Administration and Secretary

Enclosures

cc:      National Association of Securities Dealers, Inc. (by EDGAR)
         Bruce J. Barrett
         William M. Iacona
         Robert Henry
         Michelle T. Collins
         Patrick T. Duerr
         Robert J. Krueger



                                  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)         September 15, 2004


                             SOMANETICS CORPORATION
             (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
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communication pursuant to Rule 425 under the Securities Act.
[ ]  Soliciting material pursuant to Rule 14a-2 under the Exchange Act.
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b)
     under the Exchange Act.
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
     under the Exchange Act.






Item 2.02.   Results of Operations and Financial Condition

     On September  15, 2004,  Somanetics  Corporation  announced  its  financial
results for the third fiscal  quarter  ended  August 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 2.02 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: September 15, 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 September 15, 2004