Benthos (BTHS) 10QSB 2004 Q3 Quarterly report (small business)

EXHIBIT 32

WRITTEN STATEMENT

OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

The undersigned hereby certify that, to the best of the knowledge of the undersigned, the Quarterly Report on Form 10-QSB for the period ended June 30, 2004 filed by Benthos, Inc. with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Dated: August 10, 2004

RONALD L. MARSIGLIO

Ronald L. Marsiglio

President and Chief Executive Officer

FRANCIS E. DUNNE, JR.

Francis E. Dunne, Jr.

Vice President, Chief Financial Officer and Treasurer