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                                  UNITED STATES

                       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): February 26, 2004



                                 SCANSOFT, INC.
             (Exact Name of Registrant as Specified in Its Charter)



    DELAWARE                     000-27038                       94-3156479
(State or Other                (Commission                  (IRS Employer
 Jurisdiction of                File Number)                 Identification No.)
 Incorporation)


                               9 CENTENNIAL DRIVE
                          PEABODY, MASSACHUSETTS 01960
                          ----------------------------
               (Address of Principal Executive Offices) (Zip Code)



                                 (978) 977-2000
                                ----------------
              (Registrant's Telephone Number, Including Area Code)








Item 7.  Financial Statements and Exhibits.

(c)      Exhibits.

         99.1     Press Release dated February 26, 2004 by ScanSoft, Inc.

Item 12. Results of Operations and Financial Condition.

         On February 26, 2004, ScanSoft, Inc. announced its financial results
for the fiscal quarter and full year ended December 31, 2003. The press release
and the reconciliation contained therein, which has been attached as Exhibit
99.1, discloses certain financial measures that exclude acquisition-related
amortization and restructuring charges that may be considered non-GAAP financial
measures. Generally, a non-GAAP financial measure is a numerical measure of a
company's performance, financial position or cash flows that either excludes or
includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles in the United States. These non-GAAP financial
measures are provided to enhance the user's overall understanding of ScanSoft's
current financial performance and ScanSoft's prospects for the future.
Management believes that these measures present a more representative measure of
ScanSoft's operating performance because they exclude identified non-cash and
restructuring charges. Management uses these measures for evaluating historical
performance and for forecasting and planning for future periods. These measures,
however, should be considered in addition to, and not as a substitute for, or
superior to, other measures of financial performance prepared in accordance with
generally accepted accounting principles. The non-GAAP measures included in our
press release have been reconciled to the nearest GAAP measure.

         The information in this Form 8-K and the Exhibit attached hereto is
being furnished and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.










                                   SIGNATURES


     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.


                                           SCANSOFT, INC.

                                           By: /s/ David A. Gerth
                                              ----------------------------------
                                              David A. Gerth
                                              Chief Financial Officer

                                              Date: February 26, 2004










                                  EXHIBIT INDEX


     Exhibit
     Number        Description
     -------       -----------
      99.1         Press Release dated February 26, 2004.