SecProbe.io

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                      [SOMANETICS CORPORATION LETTERHEAD]

                                 April 11, 2005

VIA EDGAR TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         RE:      SOMANETICS CORPORATION -- ANNUAL REPORT ON FORM 10-K
                  FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2004 (FILE NO. 0-19095)

Dear Sir or Madam:

         Somanetics Corporation (the "Company") hereby responds to the comments
of the staff of the Division of Corporation Finance set forth in the letter
dated March 30, 2005 from Kate Tillan to Bruce J. Barrett (the "Letter"). Set
forth below is a summary of the Company's responses. The numbers of these
responses correspond to the numbers of the comments in the Letter, a copy of
which is attached. References to page numbers are references to the page numbers
of the Company's Annual Report on Form 10-K for the fiscal year ended November
30, 2004.

FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2004

Cover Page

1.   The Company does not believe it is an accelerated filer as defined in Rule
     12b-2, because Rule 12b-2(1)(iv) provides that to be an accelerated filer
     the issuer must not be "eligible" to use Forms 10-KSB and 10-QSB for its
     annual and quarterly reports. Item 10(a)(2) of Regulation S-B provides that
     a company that meets the definition of small business issuer may use Forms
     10-KSB and 10-QSB for its annual and quarterly reports. It also provides
     that once a small business issuer becomes a reporting company, it remains a
     small business issuer until it exceeds the revenue limit or the public
     float limit at the end of two consecutive years.

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Securities and Exchange Commission
April 11, 2005
Page 2

     The Company has never had revenues of $25 million or more in a fiscal year,
     is a U.S. issuer and is not an investment company, an asset-backed issuer
     or a majority-owned subsidiary. In addition, the Company's public float has
     been below $25 million as of November 30, 1998 and as of the end of each
     subsequent fiscal year through November 30, 2002. November 30, 2004 was the
     second consecutive fiscal year in which the Company's public float exceeded
     $25 million. In early 2004, the Company orally confirmed with the SEC staff
     that an issuer remains eligible to use Form 10-KSB and, therefore, is not
     an "accelerated filer" for the year in which the issuer fails for the
     second consecutive year to meet the public float limit for being a small
     business issuer. Thus, because the Company was eligible to use Form 10-KSB
     for the fiscal year ended November 30, 2004, it is not an accelerated
     filer.

     Despite being eligible to use Forms 10-KSB and 10-QSB, the Company has
     relied on its small business issuer status only to omit the Compensation
     Committee Report and Performance Graph from its Proxy Statement and to not
     be deemed an "accelerated filer" (i.e., with these exceptions, it has
     voluntarily provided all of the information required of non-small business
     issuers). Because the Company no longer qualifies as a small business
     issuer in fiscal 2005, its proxy statement for its 2005 Annual Meeting of
     Shareholders includes a Compensation Committee Report and a Performance
     Graph. In addition, the Company expects that it will meet the definition of
     "accelerated filer" for fiscal 2005 and will be subject to accelerated
     filing deadlines and internal control over financial reporting requirements
     effective with its Annual Report on Form 10-K for the fiscal year ending
     November 30, 2005.

Financial Statements -- Page 38

Report of Independent Registered Public Accounting Firm -- Pages 38

2.   Our auditors, Deloitte & Touche LLP have informed us that the explanatory
     language and disclaimer of opinion relating to internal controls over
     financial reporting included in the second paragraph of their audit report
     was included to make clear that its audit did not include an attestation
     review of the Company's internal controls over financial reporting (for a
     year in which reports filed by accelerated filers would include such a
     review). Our auditors believe, and their opinion states, that the audit of
     the financial statements was conducted in accordance with the standards of
     the Public Company Accounting Oversight Board (United States). In addition,
     our auditors believe that the explanatory language and disclaimer are not
     prohibited by PCAOB (US) standards for audits of public companies that are
     not yet subject to the internal control over financial reporting
     attestation requirements.

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Securities and Exchange Commission
April 11, 2005
Page 3

Note 2.  Summary of Significant Accounting Policies -- Page 45

3.   As described in Note 3 on page 48, pursuant to the CorRestore License
     Agreement, CorRestore, LLC and its agent, Joe B. Wolfe, received warrants
     to purchase 2,100,000 common shares exercisable at $3.00 per share until
     November 21, 2006, with vesting dependent upon the Company's cumulative net
     sales of CorRestore products. A vesting schedule, showing the shares
     eligible for purchase at various levels of cumulative net sales of
     CorRestore products is set forth on page 17. The Company believes that this
     vesting requirement is a significant contingency.

     Consistent with the treatment of the warrants to purchase 400,000 common
     shares, the Company intends to include in license acquisition costs (and
     additional paid in capital) the fair value of the vested portion of the
     warrants to purchase 2,100,000 common shares, estimated using the
     Black-Scholes valuation model, when and if they become vested. The Company,
     however, does not expect any of these warrants to become vested before
     their November 21, 2006 expiration date, based on sales of CorRestore
     products to date. As requested, the Company will include information
     similar to the above information in this paragraph in future filings,
     including its Quarterly Report on Form 10-Q for the quarter ended February
     28, 2005.

4.   The terms of the License Agreement are described on pages 16-18. The
     licenses do not have a fixed termination date and the parties' rights to
     terminate the licenses are limited, as described on page 18. The Company
     believes the licenses related to the CorRestore System have an indefinite
     life because (1) it does not expect any of the events listed on page 18
     that give CorRestore LLC and the inventors the right to terminate the
     licenses to occur in the foreseeable future, and (2) it expects the
     licenses to contribute to the Company's future cash flows indefinitely.
     Surgical ventricular restoration, the surgery in which the CorRestore
     System is used, is in the early stage of development, so the competitive
     and economic effects on the useful life of the licenses is uncertain. The
     Company, however, is not currently aware of limits on the useful lives of
     the licenses caused by these effects and believes that the licenses will
     contribute to the Company's future cash flows indefinitely. The Company
     does not believe that any other legal, regulatory, contractual,
     competitive, economic or other factors limit the useful life of the
     licenses to the Company.

5.   Demonstration Units

     Demonstration units are Cerebral Oximeter monitors provided to the
     Company's direct sales persons that they can continue to use as a sales
     tool over the useful life of the Cerebral Oximeter; the Company retains
     title to the monitor. Direct sales persons loan these units to potential
     customers without charge so customers can try the monitors until they
     decide whether or not to purchase them (or participate in the no-cap plan,
     usually

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Securities and Exchange Commission
April 11, 2005
Page 4

     with a new monitor). These units are not subject to agreements with
     customers and do not generate revenue. They are capitalized because they
     are not held for sale, but, rather, used as a sales tool, and depreciated
     over their expected five year useful lives. Depreciation expense is
     recognized as a selling expense in selling, general and administrative
     expenses. Generally, the Company provides SomaSensors to potential
     customers free of charge during the demonstration period. The cost of these
     SomaSensors is also recognized as a selling expense at the time the sensor
     is shipped.

     No-Cap Units

     No revenue is received or recognized in connection with no-cap Cerebral
     Oximeter monitor placements. Units are provided to customers to use
     provided that they purchase SomaSensors. For no-cap units, the Company
     generally provides the customer a quote indicating (1) that the Company
     retains ownership of Cerebral Oximeter monitors that will be shipped to the
     customer for use without charge, and (2) the price to the customer of
     SomaSensors the customer will need to buy to use the Cerebral Oximeter
     monitor. Customers generally issue a no-charge purchase order for the
     no-cap units and issue purchase orders for orders of SomaSensors. In those
     rare cases in which the customer ceases purchasing SomaSensors for an
     extended period of time, the Company has taken the Cerebral Oximeters back.

     The no-cap units are capitalized as fixed assets because the Company
     retains title to the units and they are no longer being held for sale. They
     are depreciated over their estimated five-year useful lives. Depreciation
     expense is recognized in cost of goods sold because it is a direct cost of
     the SomaSensor sale. The expense is recognized over the Cerebral Oximeter's
     estimated useful life to match the expense with the expected SomaSensor
     revenue generated by the Cerebral Oximeter.

     SomaSensor revenue is recognized pursuant to the revenue recognition policy
     described on page 46. SomaSensor revenue is recognized in the amount
     covered by the purchase order and for the quantity shipped to the customer.

     The Company believes that these policies comply with EITF 00-21, because
     the revenue allocation provisions of EITF 00-21 do not apply. The Company
     does not control the quantity of SomaSensors purchased or the term over
     which they will be purchased, other than through its right to take Cerebral
     Oximeters back in those cases in which the customer ceases purchasing
     SomaSensors for an extended period of time. Therefore, the amount of total
     arrangement consideration is not fixed or determinable, as it depends on
     the amount of SomaSensors ordered by the customer.

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Securities and Exchange Commission
April 11, 2005
Page 5

     Sold Units

     Sales of Cerebral Oximeter monitors are generally made pursuant to purchase
     orders where the price of the unit is detailed and title to the unit is
     transferred to the customer. Revenue is recognized pursuant to the revenue
     recognition policy described on page 46 and is recognized in the amount
     covered by the purchase order and for the quantity shipped to the customer.

Note 5. Income Tax -- Page 49

6.   As described in Note 5, the primary uncertainty surrounding the realization
     of the Company's deferred tax asset is whether the Company will be able to
     use its net operating loss carryforwards and research and general business
     tax carryforwards against future taxable income before the carryforwards
     expire.

     The primary assumption underlying the Company's determination that the net
     asset will be realized is that the Company's revenues and pre-tax income
     will grow in future years consistent with the growth guidance given for
     fiscal 2005. The Company will make this assumption explicit in MD&A
     discussions in future filings, including its Quarterly Report on Form 10-Q
     for the quarter ended February 28, 2005. The estimated amount of the
     asset's realization is not dependent on material changes in the present
     relationship between income reported for financial and tax purposes or
     material asset sales or other non-routine transactions.

     The primary negative evidence indicating uncertainty regarding realization
     of the deferred asset is the Company's history of losses from inception
     through the third quarter of fiscal 2002 and the existence of cumulative
     losses over the Company's history up to the most recent two fiscal years.
     The countervailing positive evidence relied upon by management in its
     decision not to establish a full allowance against the asset is seven
     consecutive quarters of profits (through February 28, 2005) and the
     Company's forecast for future net income, making allowance for the
     uncertainties surrounding, among other things, the Company's future rate of
     growth in net revenues, the rate of adoption of the Company's products in
     the marketplace, and the potential for competition to enter the
     marketplace. The Company has concluded that it is more likely than not that
     the deferred tax assets will be realized. These factors and conclusion are
     described on page 50.

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Securities and Exchange Commission
April 11, 2005
Page 6

         We appreciate your attention and assistance in connection with the Form
10-K. We trust you will find the enclosed responses to be satisfactory, but if
you have any further questions or comments, please call the undersigned at (248)
689-3050 x229.

                                         Very truly yours,

                                         /s/ WILLIAM M. IACONA

                                         William M. Iacona
                                         Vice President, Finance, Controller and
                                         Treasurer

WMI/rk
cc:      Kate Tillan (mail stop 0306)
         Tom Dyer (mail stop 0306)
         Daniel Gordon (mail stop 0306)
         National Association of Securities Dealers, Inc. (by EDGAR)
         Bruce J. Barrett
         Mary Ann Victor
         Robert Henry
         Michelle T. Collins
         Robert J. Krueger

<PAGE>
                   [SECURITIES AND EXCHANGE COMMISSION SEAL]
                                  DIVISION OF
                               CORPORATION FINANCE

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 March 30, 2005

Mail Stop 0306

Mr. Bruce J. Barrett
President and Chief Executive Officer
Somanetics Corporation
1653 East Maple Road
Troy, MI 48083-4208

     RE:  SOMANETICS CORPORATION
          FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2004
          FILE NO. 000-19095

Dear Mr. Barrett:

     We have reviewed your filings and have the following comments. We have
limited our review to only your financial statements and related disclosures and
will make no further review of your documents. Where indicated, we think you
should revise your future filings in response to these comments. If you
disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necessary in
your explanation. In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional comments.

     Please understand that the purpose of our review process is to assist you
in your compliance with the applicable disclosure requirement