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~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported) May 13, 2005~~1934

Date of Report (Date of earliest event reported) May 24, 2005

PHYSIOMETRIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-27956		77-0248588
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

FIVE BILLERICA PARK

101 BILLERICA AVENUE

N. BILLERICA, MA 01862

(Address of Principal Executive Offices) (Zip Code)

(978) 670-2422

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

~~Check~~ITEM ~~the~~3.01 ~~appropriate~~Notice ~~box~~of ~~below~~failure ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~ satisfy ~~the filing~~a ~~obligation~~continued ofNASDAQ ~~the~~listing ~~registrant under any of the following provisions:~~rule

~~o Written~~The ~~communications~~company ~~pursuant~~received toa ~~Rule~~letter from Nasdaq on April ~~425 under~~5, 2005, which cited the ~~Securities~~company’s ~~Act~~non-compliance with the requirement that the company maintain either shareholder equity of a minimum of $2,500,000 or $35,000,000 in listed securities or $500,000 of net income from continuing operations for two of the last three fiscal years, as required in marketplace rule 4310(17c) (2)(B). ~~CFR~~Under ~~230~~these circumstances, the Nasdaq staff has reviewed the company’s eligibility for continued listing.~~425)~~ The company provided a plan of compliance to Nasdaq on April 20, 2005 to achieve and maintain compliance with all the Nasdaq Smallcap listing requirements.

~~o Soliciting~~ ~~material~~After ~~pursuant~~review of this plan, Nasdaq has notified the company on May 18, 2005 that the plan submitted did not provide a definitive plan evidencing its ability to ~~Rule~~achieve near term compliance with the continued listing requirements or maintain such compliance over an extended period of time. Nasdaq therefore advised the company that, its securities are subject to delisting and will be delisted on May ~~14a-12 under~~27, 2005 unless the ~~Exchange~~company ~~Act~~requests ~~(17~~an ~~CFR~~appeal ~~240~~and a hearing before the Nasdaq Listing Qualifications Panel.~~14a-12)~~ This will delay any delisting until the hearing date, which will be within 45 days of the date the company requests the hearing.

~~o Pre-commencement~~The ~~communications~~company ~~pursuant~~filed tothe ~~Rule~~request for a hearing on May ~~14d-2(b) under~~23, 2005 and intends to continue activities designed to achieve compliance with the ~~Exchange~~continued ~~Act~~listing ~~(17~~requirements ~~CFR~~in ~~240~~time to avoid delisting.~~14d-2(b))~~

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01. REGULATION FD DISCLOSURE

The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure” and Item 2.02, “Disclosure of Results of Operations and Financial Condition.”

On May 13, 2005, Physiometrix, Inc. issued a press release announcing financial results for its third fiscal quarter. The press release is attached as Exhibit 99 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

	Exhibit No.		Description
	Exhibit 99.1		Press Release issued by Physiometrix, Inc. on May 13, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	PHYSIOMETRIX, INC.
	By: /s/	Daniel W. Muehl
	By:	/s/ Daniel W. Muehl
		Daniel W. Muehl
		Vice President and
		Chief Financial Officer
Date: May 13, 2005
Date: May 24, 2005

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Press Release issued by Physiometrix, Inc. on May 13, 2005

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