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) May 5, 2005


                           Natus Medical Incorporated
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             (Exact name of registrant as specified in its charter)


           Delaware                  000-33001               77-0154833
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  (State or other jurisdiction      (Commission             (IRS Employer
       of incorporation)            File Number)          Identification No.)


               1501 Industrial Road, San Carlos, California 94070
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               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:  (650) 802-0400
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                                 Not applicable
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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 (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))




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ITEM 2.02  Results of Operations and Financial Condition.

On May 5, 2005, Natus Medical Incorporated (the "Company") is issuing a press
release and holding a conference call regarding its financial results for the
first quarter of fiscal 2005 ended March 31, 2005 and other financial
information. A copy of the press release is furnished as Exhibit 99.1 to this
Form 8-K.

The information in this Form 8-K and the exhibit attached hereto 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 shall be expressly set
forth by specific reference in such a filing.


ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)   Exhibits.

           Exhibit No.         Description
           -----------         -----------

           99.1                Press release of Natus Medical Incorporated
                               dated May 5, 2005 describing the Company's
                               results for its first fiscal quarter ended March
                               31, 2005 and other financial information.

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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                           NATUS MEDICAL INCORPORATED


Dated: May 5, 2005                     By:       /s/ Steven J. Murphy
                                           -------------------------------------
                                                 Steven J. Murphy
                                                 Vice President, Finance



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                                Index to Exhibits


   Exhibit No.               Description
   -----------               -----------

   99.1                      Press release of Natus Medical Incorporated dated
                             May 5, 2005 describing the Company's results for
                             its first fiscal quarter ended March 31, 2005 and
                             other financial information.



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