UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549





                               FORM 8-K



                            CURRENT REPORT



               Pursuant to Section 13 of 15(d) of the
                   Securities Exchange Act Of 1934



  Date of report (date of earliest event reported): July 28, 2004



                       COGNITRONICS CORPORATION
        (Exact name of registrant as specified in its charter)



                               New York
            (State or other jurisdiction of incorporation)



          1-8496                            13-1953544
  (Commission File Number)        (IRS Employer Identification No.)



3 Corporate Drive, Danbury, Connecticut             06810
(Address of principal executive offices)          (Zip Code)



                            (203) 830-3400
                   (Registrant's telephone number)













ITEM 12.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 28, 2004, Cognitronics Corporation issued the press release
attached hereto as Exhibit 99.1, reporting its results for the quarter
ended June 30, 2004.



                              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, thereunto duly authorized.


                                   COGNITRONICS CORPORATION



Dated: July 28, 2004               By: /s/ Garrett Sullivan
                                      --------------------
                                   Name: Garrett Sullivan
                                   Title: Treasurer


                          Index to Exhibits

Exhibits:

99.1   Press release issued by Cognitronics Corporation on July 28,
       2004, reporting its results for the quarter ended June 30, 2004.