UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


                                February 12, 2004
                Date of Report (Date of earliest event reported)


                               Sonic Foundry, Inc.
             (Exact name of registrant as specified in its chapter)

          Maryland                 1-14007               39-1783372
(State or other jurisdiction     (Commission            (IRS Employer
      of incorporation)          File Number)        Identification No.)

       222 W. Washington Ave, Suite 775
              Madison, WI 53703                         (608) 443-1600
   (Address of principal executive offices)    (Registrant's telephone number)









Item 9. Regulation FD Disclosure

On February 12, 2004, Sonic Foundry, Inc. reported its first quarter fiscal 2004
financial results. See attached press release at exhibit 99.1.






                                  EXHIBIT LIST


NUMBER                  DESCRIPTION
------                  -----------

99.1           Press release dated February 12, 2004 regarding the reporting of
               first quarter fiscal 2004 financial results







                                    SIGNATURE

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 thereunto duly authorized.


                               Sonic Foundry, Inc.
                               -------------------
                                  (Registrant)


            February 12, 2004                   By: /s/ Kenneth A. Minor
                                                   --------------------
                                                   Kenneth A. Minor
                                                   Chief Financial Officer