<PAGE>   1





As filed with the Securities and Exchange Commission on July 22, 1997
                                     Registration No. 333-______________________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            -------------------------------------------------------

                            SOMANETICS CORPORATION
           -----------------------------------------------------
           Exact name of registrant as specified in its charter)


                Michigan                                   38-2394784  
      ---------------------------------------       -------------------------
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

      1653 East Maple Road, Troy, Michigan                  48083-4208     
      ---------------------------------------       -------------------------
      (Address of Principal Executive Offices)              (Zip Code)


                 STOCK OPTION AGREEMENTS, DATED APRIL 24, 1997
                 SOMANETICS CORPORATION 1997 STOCK OPTION PLAN
            ------------------------------------------------------
                           (Full title of the plans)

                          Bruce J. Barrett, President
                              1653 East Maple Road
                         Troy, Michigan  48083-4208
                  ------------------------------------------
                    (Name and address of agent for service)

                               (248) 689-3050
      ------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=======================================================================================================================
                                                                          Proposed
                                                    Proposed               maximum
   Title of securities       Amount to be       maximum offering     aggregate offering         Amount of
    to be registered          registered        price per share             price           registration fee
-----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                   <C>                   <C>
 Common Shares (1)          36,150  shares           $4.75    (2)        $  171,712.50
-----------------------------------------------------------------------------------------------------------------------

 Common Shares             251,200  shares           $4.75    (2)        $1,193,200.00
-----------------------------------------------------------------------------------------------------------------------

 Common Shares              43,800  shares           $3.875   (3)        $  169,725.00
-----------------------------------------------------------------------------------------------------------------------
     Total                 331,150  shares                               $1,534,637.50             $465.04
=======================================================================================================================
</TABLE>

(1)      $0.01 par value per share (the "Common Shares").
(2)      Calculated pursuant to Rule 457(h) solely for the purpose of computing
         the registration fee and based on the exercise price of the options.
(3)      Calculated pursuant to Rule 457(h) solely for the purpose of computing
         the registration fee and based on the closing sale price of the Common
         Shares, as quoted on The Nasdaq SmallCap Market, on July 15, 1997.
                             Page -1- of -10- Pages
                          Exhibit Index is on Page -8-

<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
registration statement:

         1.      The Annual Report of Somanetics Corporation (the "Registrant")
         on Form 10-K for the fiscal year ended November 30, 1996 as filed with
         the Securities and Exchange Commission (the "Commission") pursuant to
         the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         2.      The Quarterly Reports of the Registrant on Form 10-Q for the
         fiscal quarters ended February 28, 1997 and May 31, 1997 as filed with
         the Commission pursuant to the Exchange Act, and all other reports
         filed by the Registrant pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year ended November 30, 1996.

         3.      The description of the Registrant's Common Shares included in
         the Prospectus, dated March 20, 1991 (the "Prospectus"), of the
         Registrant, included in its Registration Statement on Form S-1 (file
         no. 33-38438) effective March 20, 1991, as filed with the Commission
         pursuant to the Securities Act of 1933, as amended (the "Securities
         Act"), under the caption "Description of Securities" on pages 41
         through 46 of the Prospectus and incorporated by reference into the
         Registrant's Registration Statement on Form 8-A effective March 27,
         1991 and filed with the Commission pursuant to the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.





                                      -2-

<PAGE>   3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Sections 561-571 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.

         The Registrant is obligated under its bylaws and under employment
agreements with two of its executive officers to indemnify any present or
former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter permitted by law in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past or future
service to the Registrant or a subsidiary, or to another organization at the
request of the Registrant or a subsidiary.  In addition, the Articles of
Incorporation of the Company limit certain personal liabilities of directors of
the Company.

         The Registrant has obtained Directors' and Officers' liability
insurance.  The policy provides for $1,000,000 in coverage including prior acts
dating to the Registrant's inception and liabilities under the Securities Act
of 1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
    
ITEM 8.  EXHIBITS.

         4.1     Restated Articles of Incorporation of Somanetics Corporation,
                 incorporated by reference to Exhibit 3(i) to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended February
                 28, 1997.

         4.2     Amended and Restated Bylaws of Somanetics Corporation,
                 incorporated by reference to Exhibit. 4.1 to the Registrant's
                 Registration Statement on Form S-8 (file no. 33-93538) filed
                 with the Securities and Exchange Commission on June 16, 1995.

         5.1     Opinion of Honigman Miller Schwartz and Cohn.

         23.1    Consent of Deloitte & Touche LLP.

         23.2    Consent of Honigman Miller Schwartz and Cohn (included in the
                 opinion filed as Exhibit 5.1 to this Registration Statement).





                                      -3-
<PAGE>   4


         24.1    Powers of Attorney (included after the signature of the
                 Registrant contained on page -6- of this Registration 
                 Statement).

         99.1    Form of Stock Option Agreements, dated April 24, 1997, between
                 Somanetics Corporation and various employees, incorporated by
                 reference to Exhibit 10.32 to Amendment No. 1 to the
                 Registrant's Registration Statement on Form S-1 (file no.
                 333-25275) effective May 30, 1997.

         99.2    Somanetics Corporation 1997 Stock Option Plan, incorporated by
                 reference to Exhibit 10.9 to the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended November 30, 1996.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this
                 Registration Statement:

                          (i)     To include any prospectus required by 
                          Section 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the Prospectus any facts or
                          events arising after the effective date of the
                          Registration Statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the Registration
                          Statement.  Notwithstanding the foregoing, any
                          increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered
                          would not exceed that which was registered) and any
                          deviation from the low or high end of the estimated
                          maximum offering range may be reflected in the form
                          of prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price represent no more than a 20% change
                          in the maximum aggregate offering price set forth in
                          the "Calculation of Registration Fee" table in the
                          effective registration statement;

                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the Registration Statement or any
                          material change to such information in the
                          Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i) and
                 (a)(1)(ii) do not apply if the Registration Statement is on
                 Form S-3 or Form S-8, and the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the Registrant pursuant
                 to Section 13 or





                                      -4-
<PAGE>   5

         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

         (3)     To remove from registration by means of a post-effective 
         amendment any of the securities being registered which remain unsold 
         at the termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                    EXPERTS

         The financial statements incorporated in this Registration Statement
and in the prospectus related to this Registration Statement by reference from
the Company's Annual Report on Form 10-K for the year ended November 30, 1996
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report (which expresses an unqualified opinion and includes an
explanatory paragraph referring to an uncertainty concerning the Company's
ability to continue as a going concern), which is incorporated in this
Registration Statement and such prospectus by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.





                                      -5-
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan, on July 21, 1997.

                                      SOMANETICS CORPORATION


                                      By:  /s/ BRUCE J. BARRETT
                                           ----------------------
                                           Bruce J. Barrett,
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of SOMANETICS CORPORATION, a Michigan corporation (the
"Company"), hereby constitutes and appoints Bruce J. Barrett and Raymond W.
Gunn, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Shares, par
value $0.01 a share, pursuant to the Somanetics Corporation Stock Option
Agreements, dated April 24, 1997, and the Somanetics Corporation 1997 Stock
Option Plan, and any of the documents relating to such registration statement;
any and all amendments to such registration statement, including any amendment
thereto changing the amount of securities for which registration is being
sought, and any post-effective amendment, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.





                                      -6-
<PAGE>   7

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

             Signature                                       Title                                  Date
             ---------                                       -----                                  ----
 <S>                                         <C>                                              <C>

/s/ BRUCE J. BARRETT                         President and Chief Executive Officer            July 21, 1997
----------------------------------               (Principal Executive Officer)                             
    Bruce J. Barrett                                                          


/s/ RAYMOND W. GUNN                              Executive Vice President and                 July 21, 1997
----------------------------------                 Chief Financial Officer                                 
    Raymond W. Gunn                              (Principal Financial Officer)
                                                                              


/s/ WILLIAM M. IACONA                                 Corporate Controller                    July 21, 1997
----------------------------------               (Principal Accounting Officer)                            
    William M. Iacona                                                          


/s/ H. RAYMOND WALLACE
----------------------------------
    H. Raymond Wallace                          Chairman of the Board of Directors            July 21, 1997
                          

/s/ DANIEL S. FOLLIS                                        Director                          July 21, 1997
----------------------------------                                                                         
    Daniel S. Follis


/s/ JAMES I. AUSMAN                                         Director                          July 21, 1997
----------------------------------                                                                         
    James I. Ausman, M.D., Ph.D.
</TABLE>





                                      -7-
<PAGE>   8

                                             INDEX TO EXHIBITS
   

<TABLE>
<CAPTION>
                 Exhibit
                 Number                                          Description                                           Page
                 ------                                          -----------                                           ----
                 <S>              <C>                                                                                  <C>

                 4.1              Restated Articles of Incorporation of Somanetics Corporation,                         N/A
                                  incorporated by reference to Exhibit 3(i) to the Registrant's Quarterly
                                  Report on Form 10-Q for the quarter ended February 28, 1997.

                 4.2              Amended and Restated Bylaws of Somanetics Corporation, incorporated by                N/A
                                  reference to Exhibit 4.1 to the Registrant's Registration Statement on
                                  Form S-8 filed with the Securities and Exchange Commission on June 16,
                                  1995.

                 5.1              Opinion of Honigman Miller Schwartz and Cohn.                                         -9-

                 23.1             Consent of Deloitte & Touche LLP.                                                    -10-

                 23.2             Consent of Honigman Miller Schwartz and Cohn (included in the opinion                 -9-
                                  filed as Exhibit 5.1 to this Registration Statement).

                 24.1             Powers of Attorney (included after the signature of the Registrant                    -6-
                                  contained on page -6- of this Registration Statement).

                 99.1             Form of Stock Option Agreement, dated April 24, 1997, between                         N/A
                                  Somanetics Corporation and various employees, incorporated by reference
                                  to Exhibit 10.32 to Amendment No. 1 to the Registrant's Registration
                                  Statement on Form S-1 (file no. 333-25275) effective May 30, 1997.

                 99.2             Somanetics Corporation 1997 Stock Option Plan, incorporated by                        N/A
                                  reference to Exhibit 10.9 to the Registrant's Annual Report on
                                  Form 10-K for the fiscal year ended November 30, 1996.
</TABLE>





                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23329}]
{"company-data": {"conformed-name": "SOMANETICS CORP", "cik": "0000704328", "assigned-sic": "3845", "irs-number": "382394784", "state-of-incorporation": "MI", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31753", "film-number": "97643415"}, "business-address": {"street1": "1653 E MAPLE ROAD", "city": "TROY", "state": "MI", "zip": "48083", "phone": "3136893050"}}
1

As filed with the Securities and Exchange Commission on July 22, 1997
                                     Registration No. 333-______________________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            -------------------------------------------------------

                            SOMANETICS CORPORATION
           -----------------------------------------------------
           Exact name of registrant as specified in its charter)

                Michigan                                   38-2394784  
      ---------------------------------------       -------------------------
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

      1653 East Maple Road, Troy, Michigan                  48083-4208     
      ---------------------------------------       -------------------------
      (Address of Principal Executive Offices)              (Zip Code)

                 STOCK OPTION AGREEMENTS, DATED APRIL 24, 1997
                 SOMANETICS CORPORATION 1997 STOCK OPTION PLAN
            ------------------------------------------------------
                           (Full title of the plans)

                          Bruce J. Barrett, President
                              1653 East Maple Road
                         Troy, Michigan  48083-4208
                  ------------------------------------------
                    (Name and address of agent for service)

                               (248) 689-3050
      ------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                          Proposed
                                                    Proposed               maximum
   Title of securities       Amount to be       maximum offering     aggregate offering         Amount of
    to be registered          registered        price per share             price           registration fee
-----------------------------------------------------------------------------------------------------------------------
Common Shares (1)          36,150  shares           $4.75    (2)        $  171,712.50
-----------------------------------------------------------------------------------------------------------------------

 Common Shares             251,200  shares           $4.75    (2)        $1,193,200.00
-----------------------------------------------------------------------------------------------------------------------

 Common Shares              43,800  shares           $3.875   (3)        $  169,725.00
-----------------------------------------------------------------------------------------------------------------------
     Total                 331,150  shares                               $1,534,637.50             $465.04
=======================================================================================================================
(1)      $0.01 par value per share (the "Common Shares").
(2)      Calculated pursuant to Rule 457(h) solely for the purpose of computing
         the registration fee and based on the exercise price of the options.
(3)      Calculated pursuant to Rule 457(h) solely for the purpose of computing
         the registration fee and based on the closing sale price of the Common
         Shares, as quoted on The Nasdaq SmallCap Market, on July 15, 1997.
                             Page -1- of -10- Pages
                          Exhibit Index is on Page -8-
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
registration statement:

         1.      The Annual Report of Somanetics Corporation (the "Registrant")
         on Form 10-K for the fiscal year ended November 30, 1996 as filed with
         the Securities and Exchange Commission (the "Commission") pursuant to
         the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         2.      The Quarterly Reports of the Registrant on Form 10-Q for the
         fiscal quarters ended February 28, 1997 and May 31, 1997 as filed with
         the Commission pursuant to the Exchange Act, and all other reports
         filed by the Registrant pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year ended November 30, 1996.

         3.      The description of the Registrant's Common Shares included in
         the Prospectus, dated March 20, 1991 (the "Prospectus"), of the
         Registrant, included in its Registration Statement on Form S-1 (file
         no. 33-38438) effective March 20, 1991, as filed with the Commission
         pursuant to the Securities Act of 1933, as amended (the "Securities
         Act"), under the caption "Description of Securities" on pages 41
         through 46 of the Prospectus and incorporated by reference into the
         Registrant's Registration Statement on Form 8-A effective March 27,
         1991 and filed with the Commission pursuant to the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      -2-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Sections 561-571 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.

         The Registrant is obligated under its bylaws and under employment
agreements with two of its executive officers to indemnify any present or
former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter permitted by law in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past or future
service to the Registrant or a subsidiary, or to another organization at the
request of the Registrant or a subsidiary.  In addition, the Articles of
Incorporation of the Company limit certain personal liabilities of directors of
the Company.

         The Registrant has obtained Directors' and Officers' liability
insurance.  The policy provides for $1,000,000 in coverage including prior acts
dating to the Registrant's inception and liabilities under the Securities Act
of 1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
    
ITEM 8.  EXHIBITS.

         4.1     Restated Articles of Incorporation of Somanetics Corporation,
                 incorporated by reference to Exhibit 3(i) to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended February
                 28, 1997.

         4.2     Amended and Restated Bylaws of Somanetics Corporation,
                 incorporated by reference to Exhibit. 4.1 to the Registrant's
                 Registration Statement on Form S-8 (file no. 33-93538) filed
                 with the Securities and Exchange Commission on June 16, 1995.

         5.1     Opinion of Honigman Miller Schwartz and Cohn.

         23.1    Consent of Deloitte & Touche LLP.

         23.2    Consent of Honigman Miller Schwartz and Cohn (included in the
                 opinion filed as Exhibit 5.1 to this Registration Statement).

                                      -3-
4

         24.1    Powers of Attorney (included after the signature of the
                 Registrant contained on page -6- of this Registration 
                 Statement).

         99.1    Form of Stock Option Agreements, dated April 24, 1997, between
                 Somanetics Corporation and various employees, incorporated by
                 reference to Exhibit 10.32 to Amendment No. 1 to the
                 Registrant's Registration Statement on Form S-1 (file no.
                 333-25275) effective May 30, 1997.

         99.2    Somanetics Corporation 1997 Stock Option Plan, incorporated by
                 reference to Exhibit 10.9 to the Registrant's Annual Report on
                 Form 10-K for the fiscal year ended November 30, 1996.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this
                 Registration Statement:

                          (i)     To include any prospectus required by 
                          Section 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the Prospectus any facts or
                          events arising after the effective date of the
                          Registration Statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the Registration
                          Statement.  Notwithstanding the foregoing, any
                          increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered
                          would not exceed that which was registered) and any
                          deviation from the low or high end of the estimated
                          maximum offering range may be reflected in the form
                          of prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price represent no more than a 20% change
                          in the maximum aggregate offering price set forth in
                          the "Calculation of Registration Fee" table in the
                          effective registration statement;

                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the Registration Statement or any
                          material change to such information in the
                          Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i) and
                 (a)(1)(ii) do not apply if the Registration Statement is on
                 Form S-3 or Form S-8, and the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the Registrant pursuant
                 to Section 13 or

                                      -4-
5

         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

         (3)     To remove from registration by means of a post-effective 
         amendment any of the securities being registered which remain unsold 
         at the termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                    EXPERTS

         The financial statements incorporated in this Registration Statement
and in the prospectus related to this Registration Statement by reference from
the Company's Annual Report on Form 10-K for the year ended November 30, 1996
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report (which expresses an unqualified opinion and includes an
explanatory paragraph referring to an uncertainty concerning the Company's
ability to continue as a going concern), which is incorporated in this
Registration Statement and such prospectus by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                                      -5-
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan, on July 21, 1997.

                                      SOMANETICS CORPORATION

                                      By:  /s/ BRUCE J. BARRETT
                                           ----------------------
                                           Bruce J. Barrett,
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of SOMANETICS CORPORATION, a Michigan corporation (the
"Company"), hereby constitutes and appoints Bruce J. Barrett and Raymond W.
Gunn, and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Shares, par
value $0.01 a share, pursuant to the Somanetics Corporation Stock Option
Agreements, dated April 24, 1997, and the Somanetics Corporation 1997 Stock
Option Plan, and any of the documents relating to such registration statement;
any and all amendments to such registration statement, including any amendment
thereto changing the amount of securities for which registration is being
sought, and any post-effective amendment, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.

                                      -6-
7

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                       Title                                  Date
             ---------                                       -----                                  ----
/s/ BRUCE J. BARRETT                         President and Chief Executive Officer            July 21, 1997
----------------------------------               (Principal Executive Officer)                             
    Bruce J. Barrett                                                          

/s/ RAYMOND W. GUNN                              Executive Vice President and                 July 21, 1997
----------------------------------                 Chief Financial Officer                                 
    Raymond W. Gunn                              (Principal Financial Officer)
                                                                              

/s/ WILLIAM M. IACONA                                 Corporate Controller                    July 21, 1997
----------------------------------               (Principal Accounting Officer)                            
    William M. Iacona                                                          

/s/ H. RAYMOND WALLACE
----------------------------------
    H. Raymond Wallace                          Chairman of the Board of Directors            July 21, 1997
                          

/s/ DANIEL S. FOLLIS                                        Director                          July 21, 1997
----------------------------------                                                                         
    Daniel S. Follis

/s/ JAMES I. AUSMAN                                         Director                          July 21, 1997
----------------------------------                                                                         
    James I. Ausman, M.D., Ph.D.
-7-
8

                                             INDEX TO EXHIBITS
Exhibit
                 Number                                          Description                                           Page
                 ------                                          -----------                                           ----
4.1              Restated Articles of Incorporation of Somanetics Corporation,                         N/A
                                  incorporated by reference to Exhibit 3(i) to the Registrant's Quarterly
                                  Report on Form 10-Q for the quarter ended February 28, 1997.

                 4.2              Amended and Restated Bylaws of Somanetics Corporation, incorporated by                N/A
                                  reference to Exhibit 4.1 to the Registrant's Registration Statement on
                                  Form S-8 filed with the Securities and Exchange Commission on June 16,
                                  1995.

                 5.1              Opinion of Honigman Miller Schwartz and Cohn.                                         -9-

                 23.1             Consent of Deloitte & Touche LLP.                                                    -10-

                 23.2             Consent of Honigman Miller Schwartz and Cohn (included in the opinion                 -9-
                                  filed as Exhibit 5.1 to this Registration Statement).

                 24.1             Powers of Attorney (included after the signature of the Registrant                    -6-
                                  contained on page -6- of this Registration Statement).

                 99.1             Form of Stock Option Agreement, dated April 24, 1997, between                         N/A
                                  Somanetics Corporation and various employees, incorporated by reference
                                  to Exhibit 10.32 to Amendment No. 1 to the Registrant's Registration
                                  Statement on Form S-1 (file no. 333-25275) effective May 30, 1997.

                 99.2             Somanetics Corporation 1997 Stock Option Plan, incorporated by                        N/A
                                  reference to Exhibit 10.9 to the Registrant's Annual Report on
                                  Form 10-K for the fiscal year ended November 30, 1996.
-8-