8-K

                                  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)             February 8, 2005
                                                  ------------------------------

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


       DELAWARE                        000-30575          91-2032368
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 (State or other jurisdiction         (Commission        (IRS Employer
        of incorporation)              File Number)    Identification No.)


4991 CORPORATE DRIVE                             HUNTSVILLE, AL          35805
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 (Address of principal executive offices)                     Zip Code)

Registrant's telephone number, including area code     (256) 430-4000
                                                    ----------------------------

                                       n/a
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         (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 1.01  Entry into a Material Definitive Agreement.

     On February 3, 2005, the Compensation Committee of the Board of Directors
of Avocent Corporation awarded John R. Cooper, the Company's Chairman and Chief
Executive Officer, a deferred cash bonus of $55,646 in recognition of the
Company's performance during 2004. The bonus to Mr. Cooper is payable in
February 2006, together with any investment earnings on the bonus, only if Mr.
Cooper remains employed by the Company or is a member of the Company's Board of
Directors at that time. The Company's Compensation Committee is comprised of
three independent non-employee directors.

     On February 4, 2005, the Board of Directors of Avocent Corporation approved
the following cash compensation for its non-executive directors. The Company's
Lead Independent Director (Edwin L. Harper) will receive an annual cash fee of
$70,000 for his service as Lead Independent Director and his service on the
Company's Board of Directors and its committees. Each of the Company's other
non-executive directors (Harold D. Copperman, Francis A. Dramis, Jr., William H.
McAleer, Stephen F. Thornton, and David P. Vieau) will receive an annual cash
fee of $35,000 for his service on the Company's Board of Directors and its
committees. In addition, the Chairman of the Company's Audit Committee (Mr.
McAleer) will receive an annual fee of $10,000, and the Chairmen of the
Company's Compensation Committee (Mr. Harper) and Nominating and Governance
Committee (Mr. Dramis) will each receive an annual fee of $5,000. The Company
also currently pays $1,500 for attendance in person or by telephone at each
Board of Directors or Audit Committee meeting and $1,000 for attendance in
person or by telephone at other committee meetings. The Board of Directors is
currently re-evaluating the Company's long-term equity compensation program for
its directors.

Item 5.02  Appointment of Principal Officer.

     On February 4, 2005, the Avocent Corporation Board of Directors elected
Doyle C. Weeks as the Company's President and Chief Operating Officer. Avocent
Corporation publicly disseminated a press release announcing Mr. Weeks' election
on February 8, 2005, and the information contained in that press release is
incorporated herein by reference and filed as Exhibit 99.4 hereto. Mr. Weeks'
Amended and Restated Employment and Noncompetition Agreement with the Company
dated October 23, 2003, which was filed as Exhibit 10.23 to the Company's 2003
Annual Report on Form 10-K filed with the SEC on March 12, 2004, has not been
amended, but Mr. Weeks' title has changed and his annual base salary is now
$330,000.

Item 9.01  Financial Statements and Exhibits.

(c)      Exhibits.

         Exhibit Number             Description of Exhibit
         --------------             ----------------------
         99.4                       Press Release Issued February 8, 2005

                                   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.

                                   AVOCENT CORPORATION

Date:  February 8, 2005
                                   By:  /s/ Samuel F. Saracino
                                        ----------------------------------------
                                        Samuel F. Saracino
                                        Executive Vice President of Legal and
                                        Corporate Affairs,
                                        General Counsel, and Secretary

                                  EXHIBIT INDEX
                                  -------------


Exhibit                    Description
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99.4                       Press Release Issued February 8, 2005

EX-99.4

                                                                    EXHIBIT 99.4

Avocent Corporation Names Doyle C. Weeks President and Chief Operating Officer;
Announces Senior Management Team Promotions

    HUNTSVILLE, Ala.--(BUSINESS WIRE)--Feb. 8, 2005--Avocent Corporation
(NASDAQ:AVCT) today announced that Doyle C. Weeks was named President
and Chief Operating Officer. He assumes these roles from John R.
Cooper who continues as Avocent's Chairman of the Board and Chief
Executive Officer. The Company also announced additional promotions
within the senior management team.
    "The promotion of Doyle Weeks to President of Avocent is in
recognition of his continued leadership role at the Company," stated
John R. Cooper, Chairman and CEO of Avocent. "The changes in our
senior management structure are part of our Board's plan to extend the
depth and breadth of our management team. Avocent has experienced
significant growth in recent years and these promotions within our
management team highlight the important contributions each member has
made to our record results."
    Doyle Weeks (age 59) has served as Avocent's Executive Vice
President of Group Operations and Business Development since July 2000
when the Company was formed. From August 1998 to July 2000, he held
the same position at Cybex Computer Product Corporation, which merged
with Apex Inc. in July 2000 to form Avocent. He served as Senior Vice
President of Finance, Chief Financial Officer, and Treasurer of Cybex
from 1995 to 1998. He has served as a director of Avocent since July
2000, and he previously served as a director of Cybex since 1998.
    "The promotion of Doyle Weeks to President of Avocent will allow
me to focus more on the strategic direction of the Company," continued
Mr. Cooper. "Doyle has significant experience in all aspects of our
business. His experience ranges from daily operations, finance,
international markets, and product technology to expanding our
footprint in the server room through strategic acquisitions. He has
been an important part of Avocent's success.
    "In addition to the promotion of Doyle to President of Avocent,
our Board of Directors also promoted several officers to more senior
management positions within the Company. These promotions recognize
the contributions each officer has made to the Company and highlight
their respective roles within our organization," concluded Mr. Cooper.
    The Board of Directors promoted the following senior officers at
Avocent:

    --  Douglas E. Pritchett to Executive Vice President of Finance,
        Chief Financial Officer, and Assistant Secretary.

    --  Samuel F. Saracino to Executive Vice President of Legal and
        Corporate Affairs, General Counsel, and Secretary.

    --  William A. Dambrackas to Executive Vice President of Advanced
        Technology.

    --  Gary R. Johnson to Executive Vice President of Global Branded
        Markets.

    --  C. David Perry to Executive Vice President of Global OEM
        Markets.

    --  Kieran MacSweeney to Senior Vice President of Global Corporate
        Quality and Managing Director of Avocent International.

    --  Gene Mulligan to Senior Vice President of Operations, Redmond.

    --  Steve Daly to Senior Vice President of Corporate Strategy.

    --  Dudley DeVore to Senior Vice President of Branded Markets,
        Americas.

    About Avocent Corporation

    Avocent Corporation is the leading supplier of connectivity
solutions for enterprise data centers, service providers and financial
institutions worldwide. Branded products include switching, extension,
intelligent platform management interface (IPMI), remote access and
video display solutions. Additional information is available at:
www.avocent.com.

    CONTACT: Avocent Corporation, Huntsville
             Dusty Pritchett, 256-217-1300