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): ~~May~~July 1826, 2005

Lifeline Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Massachusetts

000-51069

20-1591429

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


111 Lawrence Street, Framingham, Massachusetts		01702
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (508) -988-1000

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 (see General Instruction A.2. below):

¨	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 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition

AtOn ~~the~~July 26, 2005, ~~Annual Meeting of Shareholders of~~ Lifeline Systems, Inc. ~~(the “Registrant”)~~announced ~~held~~its onfinancial ~~May~~results ~~18, 2005,~~ for the ~~Registrant’s~~quarter ~~shareholders~~ended ~~approved~~June ~~the~~30, 2005 ~~Employee Stock Purchase Plan (the “Plan”)~~. The ~~Plan~~full ~~provides~~text ~~eligible participating employees with an opportunity to purchase shares~~ of the ~~Registrant’s~~ ~~common~~press ~~stock~~release atissued ~~below~~in ~~fair~~connection ~~market~~with ~~value. The total number of shares of common stock (subject to adjustment in~~ the ~~event~~announcement ofis ~~stock~~furnished ~~splits~~as ~~and~~Exhibit ~~other~~99.1 ~~similar events) which may be issued pursuant~~ to ~~awards~~this ~~under~~Current ~~the~~Report ~~Plan~~on isForm ~~equal to 200,000 shares~~8-K.

AThe ~~description~~information ofin ~~the~~this ~~material~~Form ~~terms~~8-K of(including ~~the Plan~~Exhibit is99.1) ~~set~~shall ~~forth~~not inbe ~~the~~deemed ~~Registrant’s~~“filed” ~~Definitive~~for ~~Proxy~~purposes ~~Statement~~of onSection ~~Schedule~~18 of ~~14A~~the ~~filed~~Securities ~~with~~Exchange ~~the~~Act ~~Securities~~of ~~and~~1934 (the “Exchange ~~Commission~~Act”) onor ~~April~~otherwise 5,subject ~~2005.~~to Athe ~~copy~~liabilities of ~~the~~that ~~Plan~~section, isnor ~~attached~~shall asit ~~Exhibit~~be ~~10.1~~deemed toincorporated ~~this~~by ~~Current~~reference ~~Report~~in onany ~~Form~~filing ~~8-K~~under ~~and~~the isSecurities Act of 1933 or the Exchange Act, ~~incorporated~~except ~~herein~~as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(c)

Exhibits

The ~~Exhibit~~following exhibit relating to ~~this~~Item ~~report~~2.02 isshall ~~listed~~be indeemed ~~the~~to ~~Exhibit~~be ~~Index~~furnished, ~~attached~~and ~~hereto.~~not filed:

99.1 Press Release entitled “Lifeline Systems Second-Quarter Net Income Rises 31 Percent; Revenue Increases 17 Percent,” issued by the Registrant on July 26, 2005.

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 hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
10.1		2005 Employee Stock Purchase Plan
99.1		Press Release entitled “Lifeline Systems Second-Quarter Net Income Rises 31 Percent; Revenue Increases 17 Percent,” issued by the Registrant on July 26, 2005.

LIFELINE SYSTEMS, INC.

Lifeline Systems, Inc.

Date: May 24, 2005

/s/ Mark G. Beucler

Date: July 27, 2005

/s/ Mark G. Beucler

Mark G. Beucler Vice President, Finance, Chief Financial Officer and Treasurer

Mark G. Beucler Vice President Finance, Chief Financial Officer and Treasurer

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