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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) June 1, 2005

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)

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

~~The company received a letter from Nasdaq on April~~o 5, Written ~~2005,~~communications ~~which~~pursuant cited the company’s 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(c) (2)(B). Under these circumstances, the Nasdaq staff has reviewed the company’s eligibility for continued listing. The company provided a plan of compliance to ~~Nasdaq on April~~Rule ~~20,~~425 ~~2005~~under ~~to achieve and maintain compliance with all~~ the ~~Nasdaq~~Securities Act ~~Smallcap~~(17 ~~listing~~CFR ~~requirements~~230.425)

~~After review of this plan, Nasdaq has notified the company on May~~ý ~~18,~~ Soliciting ~~2005~~material ~~that~~pursuant ~~the plan submitted did not provide a definitive plan evidencing its ability~~ to 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 MayRule ~~27,~~14a-12 ~~2005~~under ~~unless~~ the ~~company~~Exchange ~~requests~~Act (17 anCFR ~~appeal and a hearing before the Nasdaq Listing Qualifications Panel~~240. ~~This will delay any delisting until the hearing date, which will be within 45 days of the date the company requests the hearing.~~14a-12)

~~The company filed the~~o ~~request~~Pre-commencement ~~for~~communications apursuant ~~hearing on May 23, 2005 and intends~~ to ~~continue activities~~Rule 14d-2(b) under ~~designed to achieve compliance with~~ the ~~continued~~Exchange ~~listing~~Act ~~requirements~~(17 inCFR ~~time to avoid delisting~~240.14d-2(b))

2o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SIGNATURE~~Item 8.01. Other Events

PursuantAttached toand the requirementsincorporated ofherein theby Securitiesreference Exchangein Actits ofentirety 1934,as theExhibit Registrant99.1 hasis duly causeda thiscopy Reportof ona Form 8-Kpress torelease beissued signed on its behalf by the undersignedRegistrant hereuntoon dulyJune authorized1, 2005.

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

Item 9.01. Financial Statements and Exhibits

3(c) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Registrant on June 1, 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
		Daniel W. Muehl
		Vice President and
		Chief Financial Officer

Date: June 1, 2005

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