March 16, 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 March 16, 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)           March 16, 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
                                                    ----------------------------





Item 12. Results of Operations and Financial Condition

     On March 16, 2004,  Somanetics  Corporation announced its financial results
for the  first  fiscal  quarter  ended  February  29,  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: March 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 March 16, 2004