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:  November 12, 2004
                    (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))
 


 
(PAGE)

Item 2.02. Results of Operations and Financial Condition.
On November 12, 2004, Cognitronics Corporation (the "Company") issued the
press release attached as Exhibit 99.1, reporting the Company's results
for its third quarter ended September 30, 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:  November 12, 2004                        By:  /s/ Garrett Sullivan 
                                                     --------------------
                                                     Garrett Sullivan,
                                                     Treasurer and Chief
                                                     Financial Officer
 
 
 
 
 
 
                               EXHIBIT INDEX 

Exhibits:
 
 
 
Exhibit 99.1  Press release issued by Cognitronics Corporation on
              November 12, 2004, reporting its results for its third
              quarter ended September 30, 2004.