UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A

AMENDMENT NO.1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 14, 2004

SCANSOFT, INC.

9 Centennial Drive
Peabody, Massachusetts 01960
(Address of Principal Executive Offices, including Zip Code)

(978) 977-2000
(Registrant’s telephone number, including area code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

     On February 1, 2005, ScanSoft, Inc. (the “Registrant” or “ScanSoft”) filed a report on Form 8-K to report the completion of its acquisition of ART Advanced Recognition Technologies, Inc. (“ART”). At that time, the Registrant stated in such Form 8-K that it intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. By this amendment to such Form 8-K, the Registrant is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information.

Item 9.01. Financial Statements and Exhibits

     (a) Financial Statements of Businesses Acquired.

          (1) The historical financial statements of ART, including ART’s balance sheets as of December 31, 2004 and 2003, and the related statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2004, are being filed as a component of Exhibit 99.1 to this Form 8-K/A (and are included herein).

     (b) Pro Forma Financial Information.

          (1) The unaudited pro forma combined financial statements of ScanSoft, Inc. for the nine months ended September 30, 2004 and as of and for the three months ended December 31, 2004 giving effect to the acquisition as a purchase of ART by ScanSoft are being filed as Exhibit 99.2 to this Form 8-K/A (and are included herein).

     (c) Exhibits.

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: April 8, 2005

EXHIBIT INDEX