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): August 26, 2004

                                 LTX CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

            Massachusetts                                      04-2594045
- --------------------------------------------------------------------------------
           (State or other                                   (IRS Employer
    jurisdiction of incorporation)                        Identification No.)


          50 Rosemont Road, Westwood, Massachusetts                 02090
- --------------------------------------------------------------------------------
            (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code: (781) 461-1000
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
          (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
follow 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))




Item 2.02         Results of Operations and Financial Condition.

     On August 26, 2004, LTX Corporation announced its financial results for the
quarter ended July 31, 2004. The full text of the press release issued in
connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.

     The information contained in this Form 8-K (including Exhibit 99.1) shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.

Item 9.01         Financial Statements and Exhibits

         (c)  Exhibits

              The following exhibit relating to Item 2.02 shall be deemed to be
              furnished, and not filed:

              99.1  Press Release entitled "LTX Announces Fourth Quarter and
              Fiscal Year Results" issued by the company on August 26, 2004.



                                    SIGNATURE

     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.



Date:  August 26, 2004            LTX Corporation
       ---------------
                                  By:  /s/ Mark J. Gallenberger
                                       ------------------------
                                       Mark J. Gallenberger
                                       Vice President & Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit No.                       Description
- -----------                       -----------
99.1                              Press release entitled "LTX Announces Fourth
                                  Quarter and Fiscal Year Results" dated
                                  August 26, 2004