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                                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:  March 24, 2005
                    (Date of earliest event reported)
 

                        COGNITRONICS CORPORATION
         (Exact name of registrant as specified in its charter)

 
        New York                  1-8496               13-1953544
       (State of              (Commission             (IRS employer 
     Incorporation)            File Number)         Identification No.)

 
       3 Corporate Drive, Danbury, CT                        06810
(Address of principal executive offices)                  (Zip Code)
 
                              203 830-3400
                    (Registrant's telephone number)
 

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 communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
 

 









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Item 2.02. Results of Operations and Financial Condition.
On March 24, 2005, Cognitronics Corporation (the "Company") issued the
press release attached as Exhibit 99.1, reporting the Company's results
for its fourth quarter and year ended December 31, 2004.


                           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.
 
 
 
 
                                         COGNITRONICS CORPORATION
 
Date:  March 25, 2005                    By:  /s/ Garrett Sullivan 
                                                 ---------------------
                                          Garrett Sullivan, Treasurer and
                                          Chief Financial Officer
 
 
 
 
 
 
                            EXHIBIT INDEX 

Exhibits:
 
 
Exhibit 99.1  Press release issued by Cognitronics Corporation on
              March 24, 2005, reporting its results for its fourth
              quarter and year ended December 31, 2004.