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 (Date of earliest event reported): ~~March~~June 2330, 2005

BENTHOS, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

Commission file number: 0-29024

Massachusetts		04-2381876
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
49 Edgerton Drive North Falmouth, MA		02556
(Address of Principal Executive Offices)		(Zip Code)

49 Edgerton Drive North Falmouth, MA		02556
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: 508-563-1000

Not Applicable

(Former name or former address, if changed since last report)

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))

ITEM 1.0201 ~~TERMINATION~~ENTRY OFINTO A MATERIAL DEFINITIVE AGREEMENT

~~Samuel~~On O.June ~~Raymond~~30, ~~is currently a director and employee of the Company. In 1990~~2005, the Company entered into an employment agreement with Richard MrB. ~~Raymond~~Martin, ~~under~~effective on that date, pursuant to which heMr. ~~was~~Martin ~~employed~~agrees asto ~~the~~serve ~~Director~~as ofa ~~Research~~Vice President of the Company. ~~This~~for ~~agreement~~an ~~has~~initial ~~since~~period ~~been~~expiring ~~amended~~December on31, ~~four occasions~~2006. ~~The~~Thereafter, ~~initial~~said term ofwill ~~the~~be ~~employment~~automatically ~~agreement~~extended for consecutive two ~~began~~year onterms ~~August~~unless 1,either ~~1990~~the ~~and~~Company ~~will~~or ~~expire~~Mr. onMartin ~~July~~provides ~~31,~~the ~~2005.~~other ~~After~~with 180 days written notice prior to the expiration of the initial term, ~~the~~or any extended term. The agreement provides for a base salary of $130,000 per year, subject to increase by the ~~agreement~~Company. During fiscal year 2005, Mr. Martin will be ~~automatically~~eligible ~~renewed~~to ~~annually~~earn asan incentive bonus of ~~August~~up 1,to 30% of his base salary in accordance with the Company’s 2005 ~~and~~Incentive Compensation Matrix described in the Company’s Current Report on ~~each~~Form ~~August~~8-K 1dated ~~thereafter~~January 24, ~~unless~~2005. In the event that the Company ~~gives written~~terminates ~~notice~~his toemployment ~~the~~other ~~contrary~~than atfor ~~least~~cause, 90disability ~~days~~or ~~prior~~death, Mr. Martin will be entitled to ~~the~~receive ~~renewal~~severance ~~date~~benefits equal to six months’ base salary. OnIf ~~March~~a 23Change of Control occurs, ~~2005~~and within one year thereafter the Company terminates Mr. Martin’s employment other than for cause, the Company ~~provided~~shall ~~written~~pay ~~notice~~him tosix Mrmonths’ base salary. ~~Raymond~~A Change of ~~its~~Control ~~intent~~means ~~not~~(i) toa ~~extend~~merger, reorganization or consolidation of the ~~employment~~Company ~~agreement~~with ~~beyond~~another entity or the ~~initial~~sale ~~term.~~of ~~Accordingly~~all or substantially all of the assets of the Company, unless 50% or more of the ~~term~~voting power of the securities of the acquiring entity is owned by the stockholders of the Company immediately prior to the ~~employment~~transaction, ~~agreement~~or ~~will~~(ii) ~~expire~~a ~~and~~sale ~~Mr.~~or ~~Raymond’s~~transfer ~~employment~~of ~~with~~more than 50% of the common stock of the Company ~~will~~to ~~end~~a onperson ~~July~~or 31persons not controlled, ~~2005~~directly or indirectly, by the Company. The foregoing description is a summary of the terms of the agreement with Mr. ~~Raymond~~Martin ~~will~~and ~~continue~~is qualified in its entirety by reference to ~~serve~~the astext of the complete document, a ~~director~~copy of ~~the~~which ~~Company~~is annexed hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)

Not applicable

(b)

Not applicable

(c)

The following exhibit is filed herewith:


Exhibit 99.1		Employment Agreement between the Company and Richard B. Martin.

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.

	BENTHOS, INC.
	(Registrant)
Date: March 29, 2005	By:	/s/ Francis E. Dunne, Jr.
Date: June 30, 2005	By:	/s/ Francis E. Dunne, Jr.
		Francis E. Dunne, Jr.
		Vice President, Chief Financial Officer, and Treasurer
		Vice President, Chief Financial Officer,
		and Treasurer
		(Principal Financial and Accounting Officer)

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