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


                                  May 11, 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 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits

        99.1   Press release concerning earnings for the second quarter
               ended March 31, 2004.

Item 12. Results of Operations and Financial Condition.

On May 11, 2004, Sonic Foundry, Inc. reported its second quarter fiscal 2004
financial results. See attached press release at exhibit 99.1. The information
in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item
12 and shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing made by the Company under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.







                                  EXHIBIT LIST


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

  99.1       Press release dated May 11, 2004 regarding the reporting of second
             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)


            May 11, 2004       By:    /s/ Kenneth A. Minor
                                      --------------------
                                      Kenneth A. Minor
                                      Chief Financial Officer