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): ~~July~~August 2618, 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.)
(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 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

On ~~July~~February 268, 2005, Lifeline Systems, Inc. ~~announced~~(the ~~its~~“Registrant”) filed ~~financial~~a ~~results~~Current ~~for~~ Report on Form 8-K reporting that the ~~quarter~~Compensation ~~ended~~Committee ~~June~~of 30the Registrant’s Board of Directors had voted to grant Ronald Feinstein, ~~2005~~the Registrant’s President and Chief Executive Officer, a stock appreciation right based on 25,000 shares of Common Stock at a base price of $26.46 per share equivalent. The ~~full~~stock ~~text~~appreciation ofright ~~the~~vests ~~press~~in ~~release~~16 ~~issued~~equal quarterly installments, commencing on May 2, 2005, and will be settled in ~~connection~~stock. ~~with~~This Current Report on Form 8-K is being filed to report that a written agreement evidencing such stock appreciation right has been executed by the ~~announcement~~Company. A copy of the Stock Appreciation Right Agreement is ~~furnished~~attached as Exhibit 9910.1 to this Current Report on Form 8-K. and is incorporated herein by reference.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and 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.

	Lifeline Systems, Inc.
	LIFELINE SYSTEMS, INC.
Date: July 27, 2005	By:	/s/ Mark G. Beucler
Date: August 18, 2005	By:	/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

EXHIBIT INDEX

Exhibit No.		Description
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.
10.1		Stock Appreciation Right Agreement evidencing the grant by the Registrant to Ronald Feinstein on February 2, 2005

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