FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FIRST MANHATTAN CO

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/2/2009 

3. Issuer Name and Ticker or Trading Symbol

ASPECT MEDICAL SYSTEMS INC [ASPM]

(Last)        (First)        (Middle)

437 MADISON AVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 1010391   I   See Note   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  In addition to First Manhattan Co., this form is being filed jointly by First Manhattan Co., Inc., which has the same business address as First Manhattan Co. Each reporting person disclaims beneficial ownership of the securities reported hereon except to the extent of its pecuniary interest, if any, therein.
( 2)  Represents securities held directly for the accounts of First Health, L.P. and First Health Associates, L.P., limited partnerships of which First Manhattan Co., Inc. is the general partner and First Manhattan Co. is the investment adviser, and securities held directly for the account of First Health Limited, a limited company incorporated in the Cayman Islands to which First Manhattan Co. is the investment adviser.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FIRST MANHATTAN CO
437 MADISON AVE
NEW YORK, NY 10022
X

First Manhattan Co. Inc
437 MADISON AVENUE - 31ST FLOOR
NEW YORK, NY 10022
X


Signatures
/s/ Neal K. Stearns, Managing Member of First Manhattan LLC, General Partner of First Manhattan Co. 3/6/2009
** Signature of Reporting Person Date

/s/ Neal K. Stearns, Vice President of First Manhattan Co. Inc. 3/6/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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