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): July 8, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 8, 2005, the Company entered into Seventh Amendment to Credit Agreement between the Company and TD Banknorth, N.A. increasing the amount of the Company’s revolving line of credit from $600,000 to $1,500,000 and decreasing the interest rate on the line of credit from a floating rate equal to the Wall Street Journal prime rate plus 0.75% to a floating rate equal to the Wall Street Journal prime rate less 0.50%. The foregoing description is a summary of the terms of the amendment to the credit agreement with TD Banknorth, N.A., and is qualified in its entirety by reference to the text of the complete document, a copy of which is annexed hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable

(b) Not applicable

(c) The following exhibit is filed herewith:

Exhibit 99.1 Seventh Amendment to Credit Agreement between the Company and TD Banknorth, N.A.

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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: July 8, 2005	By:	/s/ Francis E. Dunne, Jr.
		Francis E. Dunne, Jr.
		Vice President, Chief Financial Officer, and Treasurer
		(Principal Financial and Accounting Officer)

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EX-99.1

Exhibit 99.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT

The Seventh Amendment to Credit Agreement is made as of the 8^th day of July, 2005, by and between TD Banknorth, N.A. (“Lender”), a National Association, with offices at 237 Main Street, Wareham, Massachusetts 02571 and Benthos, Inc. (“Borrower”), a Massachusetts corporation with its principal place of business at 49 Edgerton Drive, North Falmouth, Massachusetts 02556.

RECITALS:

A. Borrower and Lender entered into a certain Credit Agreement dated August 18th, 1999, as amended by a First Amendment to Credit Agreement and Amendment to Revolving Note and Term Note dated March 23rd, 2001, as further amended by Second, Third, Fourth, Fifth and Sixth Amendments to Credit Agreement dated December 12th, 2001, January 29^th , 2003, November 3rd, 2003, January 7^th , 2004 & December 20^th 2004, respectively, (the “Credit Agreement”) regarding: (i) a Commercial Variable Rate Revolving or Draw Note dated August 18th, 1999, as amended by an Amendment dated December 8th, 2000, a Second Amendment dated March 23rd, 2001, a Third Amendment dated July 9th, 2001, a Fourth Amendment dated December 12th, 2001, a Fifth Amendment dated January 29th, 2003, a Sixth Amendment dated January 7^th, 2004, a Seventh Amendment dated December 20th, 2004, and an Eighth Amendment dated July 7, 2005 (the “Revolving Note”), (ii) a Commercial Variable Rate Promissory Note dated August 18, 1999, as amended by an Amendment dated October 17, 2000, a Second Amendment dated March 23, 2001, a Third Amendment dated December 12, 2001, a Fourth Amendment dated November 3, 2003 and a Fifth Amendment dated December 20, 2004 (the “Term Note”), and (iii) other instruments and agreements executed in conjunction therewith, including

without limitation a certain Partial Release of Mortgage, dated October 16^th, 2003, filed with the Barnstable County Registry District of the Land Court as Document Number 946,238 on October 27^th, 2003, and recorded with the Barnstable County Registry of Deeds in Book 17,848, Page 162, executed and delivered by the Bank in connection with the sale by the Borrower and certain affiliates of the Borrower of a portion of the premises located at Edgerton Drive, Route 28 and Route 28A, Falmouth, Barnstable County, Massachusetts.

B. Borrower and Lender now desire to further amend the Credit Agreement and to further amend the Revolving Note as set forth herein and in a separate amendment of even date herewith to said Revolving Note.

AGREEMENTS:

Now, therefore, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lender and the Borrower hereby agree as follows:

1. Capitalized terms used herein shall have the meaning given to them in the Credit Agreement unless separately defined herein.

2. The Commercial Variable Rate Revolving or Draw Note is hereby increased from $600,000 to $1,500,000.

3. Amend the Interest Rate of the Note From a Floating Rate of Wall Street Journal Prime plus 0.75% to a Floating Rate of Wall Street Journal Prime minus 0.50%.

4. As of July 7, 2005, the outstanding principal balance of the Revolving Note was $0 and the outstanding principal balance of the Term Loan under the Term Note was $325,266.76.

4. Except as provided herein, the Credit Agreement, as previously amended, shall remain unchanged. The Credit Agreement as previously amended and as further amended hereby is hereby ratified and confirmed.

Witness:	BENTHOS, INC.
PAMELA J. FALOTICO	/s/ RONALD L. MARSIGLIO
	Name:	Ronald L. Marsiglio
	Title:	Chief Executive Officer and President
Witness:	BENTHOS, INC.
PAMELA J. FALOTICO	/s/ FRANCIS E. DUNNE, JR.
	Name:	Francis E. Dunne, Jr.
	Title:	Vice President, Treasurer and Chief Financial Officer
Witness:	TD BANKNORTH, N.A.
KEVIN M. HOLMES	/s/ TIMOTHY F. KELLEHER III
	Name:	Timothy F. Kelleher III
	Title:	Senior Vice President