UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

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


                                December 2, 2004
                Date of Report (Date of earliest event reported)


                               Sonic Foundry, Inc.
             (Exact name of registrant as specified in its chapter)

           Maryland                      1-14007                 39-1783372
 (State or other jurisdiction          (Commission              (IRS Employer
       of incorporation)               File Number)          Identification No.)

   222 W. Washington Ave, Suite 775
           Madison, WI 53703                              (608) 443-1600
(Address of principal executive offices)         (Registrant's telephone number)



Item 2.02 Results of Operations and Financial Condition.

On December 2, 2004, Sonic Foundry, Inc. reported its fiscal 2004 financial
results. See attached press release at exhibit 99.1. 

The information in this Report on Form 8-K (including the exhibit) is furnished
pursuant to Item 12 and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.

      (c)  Exhibits

     99.1  Press release concerning earnings for fiscal year ended September 30,
            2004.



                                  EXHIBIT LIST

NUMBER         DESCRIPTION
------         -----------

 99.1          Press release dated December 2, 2004 regarding the reporting of
               fiscal 2004 financial results



                                    SIGNATURE

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 thereunto duly authorized.


                               Sonic Foundry, Inc.
                               ------------------- 
                                  (Registrant)


      December 2, 2004                               By: /s/ Kenneth A. Minor   
                                                         --------------------
                                                         Kenneth A. Minor
                                                         Chief Financial Officer