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)  JANUARY 13, 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 January 13, 2004, Somanetics Corporation announced its financial
results for the fourth fiscal quarter and fiscal year ended November 30, 2003
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:  January 14, 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 January 13, 2004