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

DatePursuant ofto ReportSection 13 or 15(Dated) of earliestthe eventSecurities reported):Exchange AprilAct 26,of 20051934

SPECIALDate DEVICESof Report (Date of earliest event reported): May 25, INCORPORATED 2005

~~(Exact name of~~SPECIAL ~~registrant~~DEVICES, ~~as specified in its charter)~~INCORPORATED

Delaware

333-75869

95-3008754

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)

14370 White Sage Road, Moorpark, California

93021

(Address of principal executive offices)

(Zip code)

(805) 553-1200

Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

(Exact name of registrant as specified in its charter)

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:

Delaware	333-75869	95-3008754
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	file number)	identification no.)

14370 White Sage Road, Moorpark, California		93021
(Address of principal executive offices)		(Zip code)

(805) 553-1200
Registrant’s telephone number, including area code)

Not Applicable
Former name or former address, if changed since last report

~~o Written~~Check the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

o ~~Soliciting~~Written ~~material~~communications pursuant to to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~Soliciting ~~communications~~ material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

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

ITEM 8.01 Other Events.

On ~~April~~May 2625, 2005, Special Devices, Incorporated (“SDI”) ~~commenced~~obtained the ~~solicitation~~requisite ~~(the “Consent Solicitation”) of the~~ consents of the holders of its 11 3/8% Senior Subordinated Notes due 2008, Series A and Series B (the “Senior Notes”), to amend the Indenture dated December 15, 1998, as amended (the “Indenture”), governing the Senior Notes and to execute the third supplemental indenture. The third supplemental indenture, when executed by both SDI and the trustee under the Indenture, would eliminate SDI’s ~~Consent~~obligation to ~~Solicitation~~file ~~Statement~~Quarterly ~~dated~~and ~~April~~Annual 26Reports on Form 10-Q and 10-K, ~~2005~~respectively, isand Current ~~attached~~Reports ~~hereto~~on asForm ~~Exhibit~~8-K 10with the Securities and Exchange Commission (the “SEC”).1 Upon the execution of the third supplemental indenture, SDI will cease filing any periodic or current reports with the SEC.

~~The~~SDI ~~principal~~previously reported ~~purpose~~in of the ~~Consent~~Current ~~Solicitation~~Report ison toForm ~~eliminate~~8-K ~~SDI’s~~filed ~~obligation under the Indenture to comply~~ with ~~Section 13 or 15(d) of~~ the ~~Securities~~SEC ~~Exchange~~on ~~Act of 1934~~April 26, as ~~amended,~~2005 ~~which requires, among other things,~~ that ~~SDI~~it ~~file~~had ~~Quarterly~~engaged ~~and~~in ~~Annual Reports~~the onsolicitation ~~Form~~of ~~10-Q~~the ~~and~~consents ~~10-K,~~of ~~respectively,~~holders ~~and~~of ~~Current~~the Senior ~~Reports~~Notes onto ~~Form~~amend ~~8-K with~~ the ~~Securities and Exchange Commission~~Indenture.

If the Consent Solicitation is consummated, Sections 4.12 and 13.02 of the Indenture will be amended by (i) deleting SDI’s obligation to file periodic and current reports with the SEC and providing that quarterly and annual reports, which will contain certain financial and other information required to be included in the periodic reports filed with the SEC, will be sent to the trustee and holders of the Senior Notes and (ii) updating certain contact information, respectively.SIGNATURES

~~ITEM~~Pursuant ~~9.01~~to ~~Financial~~the requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 31, 2005

		SPECIAL DEVICES, INCORPORATED
		Registrant

		By:	/s/ JAMES E. REEDER
			James E. Reeder
			Vice President Finance
			(Principal Financial Officer)

10.1 Consent Solicitation Statement dated April 26, 2005.

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.

Date:	April 26, 2005
		SPECIAL DEVICES, INCORPORATED
		Registrant
		By:	/s/ JAMES E. REEDER
			James E. Reeder
			Vice President Finance
			(Principal Financial Officer)

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