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 23, 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)

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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Samuel O. Raymond is currently a director and employee of the Company. In 1990, the Company entered into an employment agreement with Mr. Raymond under which he was employed as the Director of Research of the Company. This agreement has since been amended on four occasions. The initial term of the employment agreement began on August 1, 1990 and will expire on July 31, 2005. After the expiration of the initial term, the term of the agreement will be automatically renewed annually as of August 1, 2005 and on each August 1 thereafter, unless the Company gives written notice to the contrary at least 90 days prior to the renewal date. On March 23, 2005, the Company provided written notice to Mr. Raymond of its intent not to extend the employment agreement beyond the initial term. Accordingly, the term of the employment agreement will expire and Mr. Raymond’s employment with the Company will end on July 31, 2005. Mr. Raymond will continue to serve as a director of the Company.

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.
		Francis E. Dunne, Jr.
		Vice President, Chief Financial Officer, and Treasurer
		(Principal Financial and Accounting Officer)

BENTHOS INC 8-K