content: <PAGE>
  
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 2005
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                                   SCANSOFT, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               ----------------------
  
          DELAWARE                                                   94-3156479
  (STATE OR OTHER JURISDICTION OF                                (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)
  
                                 9 CENTENNIAL DRIVE
                            PEABODY, MASSACHUSETTS, 01960
            (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                               ----------------------
  
                     SCANSOFT, INC. 2000 NONSTATUTORY STOCK PLAN
          AMENDED AND RESTATED SCANSOFT, INC. 1995 EMPLOYEE STOCK PURCHASE
                                        PLAN
                           SCANSOFT, INC. 2000 STOCK PLAN
  
                              (FULL TITLE OF THE PLAN)
                              -------------------------
                                JAMES R. ARNOLD, JR.
                               CHIEF FINANCIAL OFFICER
                                   SCANSOFT, INC.
                                 9 CENTENNIAL DRIVE
                            PEABODY, MASSACHUSETTS 01960
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
                              -------------------------
  
                                   (978) 977-2000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              -------------------------
  
                                     Copies to:
                              KATHARINE A. MARTIN, ESQ.
                                ROBERT SANCHEZ, ESQ.
                          WILSON SONSINI GOODRICH & ROSATI
                              PROFESSIONAL CORPORATION
                                 650 PAGE MILL ROAD
                                 PALO ALTO, CA 94304
                                   (650) 493-9300
                                 -------------------
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                           PROPOSED
           TITLE OF EACH CLASS                     AMOUNT                   MAXIMUM                PROPOSED              AMOUNT OF
             OF SECURITIES TO                       TO BE                 OFFERING PRICE       MAXIMUM AGGREGATE       REGISTRATION
              BE REGISTERED                      REGISTERED*               PER SHARE             OFFERING PRICE            FEE
              -------------                      -----------               ---------             --------------            ---
  <S>                                          <C>                        <C>                  <C>                     <C>
  Common Stock
     $0.001 par value to be issued upon
     the exercise of options granted
     under the ScanSoft, Inc. 2000
     Nonstatutory Stock Plan****........       3,500,000 shares             $  4.69**            $16,415,000            $1,932.05
  
  Common Stock
     $0.001 par value  to be issued
     pursuant to the Amended and
     Restated ScanSoft, Inc. 1995
     Employee Stock Purchase Plan****...       1,000,000 shares             $ 3.9865***          $ 3,986,500            $  469.21
  
  Common Stock
     $0.001 par value to be issued upon
     the exercise of options granted
     under the ScanSoft, Inc.
     2000  Plan****.....................       2,500,000 shares             $  4.69**            $11,725,000            $1,380.03
                                               ================                                  -----------            ---------
  Total.................................       7,000,000 shares                                  $32,126,500            $3,781.29
                                               ================                                  ===========            =========
  </TABLE>
  
  *     Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
        "Securities Act"), this Registration Statement shall be deemed to cover
        any additional shares of the Registrant's Common Stock that become
        issuable under the above listed plans by reason of any stock dividend,
        stock split, recapitalization or similar transaction effected without the
        Registrant's receipt of consideration that results in an increase in the
        number of the Registrant's outstanding shares of Common Stock.
  
  **    Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the
        basis of $4.69 per share, the average of the high and low prices per share
        of the Common Stock as reported on the NASDAQ National Market on
        February 9, 2005.
  
  ***   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the
        basis of 85% of $3.9865 per share, the average of the high and low prices
        per share of the Common Stock as reported on the NASDAQ National Market on
        February 9, 2005.
  
  ****  Pursuant to a Preferred Shares Rights Agreement dated as of October 23,
        1996, as amended on March 19, 2004, one preferred share purchase right
        will be issued with each share of Common Stock issued by the Registrant.
        The rights currently are not separately transferable apart from the Common
        Stock, nor are they exercisable until the occurrence of certain events.
        Accordingly, no independent value has been attributed to the rights.
  
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
        The following documents previously filed by ScanSoft, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "Commission") are
  hereby incorporated by reference in this Registration Statement:
  
        (a) The Registrant's Annual Report on Form 10-K/T for the period ended
  September 30, 2004 filed with the Commission on January 6, 2005.
  
        (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
  ended December 31, 2004 filed with the Commission on February 9, 2005.
  
        (c) The Registrant's Current Report on Form 8-K filed with the Commission
  on October 26, 2004.
  
        (d) The Registrant's Current Report on Form 8-K filed with the Commission
  on November 2, 2004.
  
        (e) The Registrant's Current Report on Form 8-K filed with the Commission
  on November 18, 2004.
  
        (f) The Registrant's Current Report on Form 8-K filed with the Commission
  on December 10, 2004.
  
        (g) The Registrant's Current Report on Form 8-K filed with the Commission
  on February 1, 2005.
  
        (h) The Registrant's Current Report on Form 8-K filed with the Commission
  on February 7, 2005.
  
        (i) All other reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since September 30, 2004.
  
        (j) The description of the Registrant's Common Stock to be offered hereby
  is contained in the Registrant's Registration Statement on Form 8-A filed with
  the Commission on October 20, 1995 pursuant to Section 12(b) of the Exchange
  Act, including any amendment or report filed for the purpose of updating such
  description.
  
        (k) The description of the Registrant's Amended and Restated Preferred
  Shares Rights Agreement contained in the Registrant's Registration Statement on
  Form 8-A/A filed with the Commission on March 19, 2004 pursuant to Section 12(g)
  of the Exchange Act, including any amendment or report filed for the purpose of
  updating such description.
  
        All reports and other documents filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of
  this Registration Statement and prior to the filing of a post-
  
  <PAGE>
  
  effective amendment that indicates that all securities offered have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part of this Registration Statement
  from the date of the filing of such reports and documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
        Inapplicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
        The validity of the securities offered hereby has been passed upon for
  ScanSoft, Inc. by Jo-Anne Sinclair, Esq., General Counsel of ScanSoft, Inc.. Ms.
  Sinclair is paid a salary by ScanSoft, Inc., is a participant in various
  employee benefit plans offered to employees of ScanSoft, Inc. generally, and
  owns and has options to purchase shares of ScanSoft, Inc. Common Stock.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
        The Registrant's Certificate of Incorporation eliminates the liability of
  its directors for monetary damages for breach of fiduciary duty as a director to
  the fullest extent permissible under Delaware law, as such law exists currently
  or as it may be amended in the future. Under Delaware law, such provision may
  not eliminate or limit director monetary liability for: (a) breaches of the
  director's duty of loyalty to the Registrant or its stockholders; (b) acts or
  omissions not in good faith or involving intentional misconduct or knowing
  violations of law; (c) the payment of unlawful dividends or unlawful stock
  repurchases or redemptions; or (d) transactions in which the director received
  an improper personal benefit. Such limitation of liability provisions also may
  not limit a director's liability for violation of, or otherwise relieve the
  Registrant or its directors from the necessity of complying with, federal or
  state securities laws, or affect the availability of non-monetary remedies such
  as injunctive relief or rescission.
  
        The Registrant's Bylaws provide that the Registrant shall indemnify its
  directors and officers and may indemnify its employees and other agents to the
  fullest extent permitted by law. The Registrant believes that indemnification
  under its Bylaws covers at least negligence and gross negligence on the part of
  indemnified parties. The Registrant's Bylaws also permit it to secure insurance
  on behalf of any officer, director, employee or other agent for any liability
  arising out of his or her actions in such capacity, regardless of whether the
  Registrant would have the power to indemnify him or her against such liability
  under the General Corporation Law of Delaware. The Registrant currently has
  secured such insurance on behalf of its officers and directors.
  
        The Registrant has entered into agreements to indemnify its directors and
  officers, in addition to indemnification provided for in the Registrant's
  Bylaws. Subject to certain conditions, these agreements, among other things,
  indemnify the Registrant's directors and officers for certain expenses
  (including attorney's fees), judgments, fines and settlement amounts incurred by
  any such person in any action or proceeding, including any action by or in the
  right of the Registrant, arising out of such person's services as a director or
  officer of the Registrant, any of its subsidiaries or any other company or
  enterprise to which the person provides services at the Registrant's request.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
        Inapplicable.
  
                                        -2-
  <PAGE>
  
  ITEM 8. EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT
   NUMBER                       DESCRIPTION
  ------                        -----------
  <S>            <C>
   4.1           ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
   4.2           Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
   4.3           ScanSoft, Inc. 2000 Stock Plan.
  
   5.1           Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  23.1           Consent of BDO Seidman, LLP.
  
  23.2           Consent of PricewaterhouseCoopers LLP.
  
  23.3           Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. (included in Exhibit 5.1 above).
  
  24.1           Power of Attorney.
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS
  
        (a) The undersigned Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement
  
                    (i) to include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement.
  
              (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
              (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        -3-
  <PAGE>
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Peabody, State of Massachusetts on this 10th day of
  February, 2005.
  
                                               SCANSOFT, INC.
  
                                               By: /s/ Paul A. Ricci
                                                   _____________________________
                                                   Paul A. Ricci
                                                   Chairman of the Board and
                                                   Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
          SIGNATURE                                          TITLE                                   DATE
          ---------                                          -----                                   ----
  <S>                                       <C>                                                 <C>
  /s/ Paul A. Ricci                         Chairman of the Board, Chief Executive Officer,
  --------------------------------          and Director (Principal Executive Officer)          February 10, 2005
             Paul A. Ricci
  
  /s/ James R. Arnold, Jr.                  Senior Vice President and Chief Financial
  --------------------------------          Officer (Principal Financial Officer)               February 10, 2005
        James R. Arnold, Jr.
  
  /s/ Gerald C. Kent, Jr.                   Chief Accounting Officer and Corporate
  --------------------------------          Controller (Principal Accounting Officer)           February 10, 2005
           Gerald C. Kent, Jr.
  
               *
  --------------------------------          Director                                            February 10, 2005
         Robert M. Finch
  
               *                            Director                                            February 10, 2005
  --------------------------------
      Robert J. Frankenberg
  
               *                            Director                                            February 10, 2005
  --------------------------------
       John C. Freker, Jr.
  
               *                            Director                                            February 10, 2005
  --------------------------------
       William H. Janeway
  
               *                            Director                                            February 10, 2005
  --------------------------------
       Katharine A. Martin
  
               *                            Director                                            February 10, 2005
  --------------------------------
         Mark B. Myers
  
               *                            Director                                            February 10, 2005
  --------------------------------
       Robert G. Teresi
  
  *By: /s/ James R. Arnold, Jr.
       _____________________________________
       James R. Arnold, Jr.
       Attorney-in-Fact
  </TABLE>
  
                                        -4-
  <PAGE>
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
   NUMBER                       DESCRIPTION
   ------                       -----------
  <S>            <C>
   4.1           ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
   4.2           Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
   4.3           ScanSoft, Inc. 2000 Stock Plan.
  
   5.1           Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  23.1           Consent of BDO Seidman, LLP.
  
  23.2           Consent of PricewaterhouseCoopers LLP.
  
  23.3           Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. (included in Exhibit 5.1 above).
  
  24.1           Power of Attorney.
  </TABLE>
  
  
                                        -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b52840sisv8.txt", "description": "SCANSOFT, INC.  FORM S-8", "secsgml_size_bytes": 19689}]
metadata_filer: {"company-data": {"conformed-name": "SCANSOFT INC", "cik": "0001002517", "assigned-sic": "7372", "irs-number": "943156479", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122718", "film-number": "05594342"}, "business-address": {"street1": "9 CENTENNIAL DRIVE", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "9789772000"}, "mail-address": {"street1": "2560 W BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": {"former-conformed-name": "VISIONEER INC", "date-changed": "19951020"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 2005
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                                   SCANSOFT, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               ----------------------
  
          DELAWARE                                                   94-3156479
  (STATE OR OTHER JURISDICTION OF                                (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)
  
                                 9 CENTENNIAL DRIVE
                            PEABODY, MASSACHUSETTS, 01960
            (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                               ----------------------
  
                     SCANSOFT, INC. 2000 NONSTATUTORY STOCK PLAN
          AMENDED AND RESTATED SCANSOFT, INC. 1995 EMPLOYEE STOCK PURCHASE
                                        PLAN
                           SCANSOFT, INC. 2000 STOCK PLAN
  
                              (FULL TITLE OF THE PLAN)
                              -------------------------
                                JAMES R. ARNOLD, JR.
                               CHIEF FINANCIAL OFFICER
                                   SCANSOFT, INC.
                                 9 CENTENNIAL DRIVE
                            PEABODY, MASSACHUSETTS 01960
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
                              -------------------------
  
                                   (978) 977-2000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              -------------------------
  
                                     Copies to:
                              KATHARINE A. MARTIN, ESQ.
                                ROBERT SANCHEZ, ESQ.
                          WILSON SONSINI GOODRICH & ROSATI
                              PROFESSIONAL CORPORATION
                                 650 PAGE MILL ROAD
                                 PALO ALTO, CA 94304
                                   (650) 493-9300
                                 -------------------
  CALCULATION OF REGISTRATION FEE
  PROPOSED
           TITLE OF EACH CLASS                     AMOUNT                   MAXIMUM                PROPOSED              AMOUNT OF
             OF SECURITIES TO                       TO BE                 OFFERING PRICE       MAXIMUM AGGREGATE       REGISTRATION
              BE REGISTERED                      REGISTERED*               PER SHARE             OFFERING PRICE            FEE
              -------------                      -----------               ---------             --------------            ---
  Common Stock
     $0.001 par value to be issued upon
     the exercise of options granted
     under the ScanSoft, Inc. 2000
     Nonstatutory Stock Plan****........       3,500,000 shares             $  4.69**            $16,415,000            $1,932.05
  
  Common Stock
     $0.001 par value  to be issued
     pursuant to the Amended and
     Restated ScanSoft, Inc. 1995
     Employee Stock Purchase Plan****...       1,000,000 shares             $ 3.9865***          $ 3,986,500            $  469.21
  
  Common Stock
     $0.001 par value to be issued upon
     the exercise of options granted
     under the ScanSoft, Inc.
     2000  Plan****.....................       2,500,000 shares             $  4.69**            $11,725,000            $1,380.03
                                               ================                                  -----------            ---------
  Total.................................       7,000,000 shares                                  $32,126,500            $3,781.29
                                               ================                                  ===========            =========
  *     Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
        "Securities Act"), this Registration Statement shall be deemed to cover
        any additional shares of the Registrant's Common Stock that become
        issuable under the above listed plans by reason of any stock dividend,
        stock split, recapitalization or similar transaction effected without the
        Registrant's receipt of consideration that results in an increase in the
        number of the Registrant's outstanding shares of Common Stock.
  
  **    Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the
        basis of $4.69 per share, the average of the high and low prices per share
        of the Common Stock as reported on the NASDAQ National Market on
        February 9, 2005.
  
  ***   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the
        basis of 85% of $3.9865 per share, the average of the high and low prices
        per share of the Common Stock as reported on the NASDAQ National Market on
        February 9, 2005.
  
  ****  Pursuant to a Preferred Shares Rights Agreement dated as of October 23,
        1996, as amended on March 19, 2004, one preferred share purchase right
        will be issued with each share of Common Stock issued by the Registrant.
        The rights currently are not separately transferable apart from the Common
        Stock, nor are they exercisable until the occurrence of certain events.
        Accordingly, no independent value has been attributed to the rights.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
        The following documents previously filed by ScanSoft, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "Commission") are
  hereby incorporated by reference in this Registration Statement:
  
        (a) The Registrant's Annual Report on Form 10-K/T for the period ended
  September 30, 2004 filed with the Commission on January 6, 2005.
  
        (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
  ended December 31, 2004 filed with the Commission on February 9, 2005.
  
        (c) The Registrant's Current Report on Form 8-K filed with the Commission
  on October 26, 2004.
  
        (d) The Registrant's Current Report on Form 8-K filed with the Commission
  on November 2, 2004.
  
        (e) The Registrant's Current Report on Form 8-K filed with the Commission
  on November 18, 2004.
  
        (f) The Registrant's Current Report on Form 8-K filed with the Commission
  on December 10, 2004.
  
        (g) The Registrant's Current Report on Form 8-K filed with the Commission
  on February 1, 2005.
  
        (h) The Registrant's Current Report on Form 8-K filed with the Commission
  on February 7, 2005.
  
        (i) All other reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since September 30, 2004.
  
        (j) The description of the Registrant's Common Stock to be offered hereby
  is contained in the Registrant's Registration Statement on Form 8-A filed with
  the Commission on October 20, 1995 pursuant to Section 12(b) of the Exchange
  Act, including any amendment or report filed for the purpose of updating such
  description.
  
        (k) The description of the Registrant's Amended and Restated Preferred
  Shares Rights Agreement contained in the Registrant's Registration Statement on
  Form 8-A/A filed with the Commission on March 19, 2004 pursuant to Section 12(g)
  of the Exchange Act, including any amendment or report filed for the purpose of
  updating such description.
  
        All reports and other documents filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of
  this Registration Statement and prior to the filing of a post-
  effective amendment that indicates that all securities offered have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part of this Registration Statement
  from the date of the filing of such reports and documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
        Inapplicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
        The validity of the securities offered hereby has been passed upon for
  ScanSoft, Inc. by Jo-Anne Sinclair, Esq., General Counsel of ScanSoft, Inc.. Ms.
  Sinclair is paid a salary by ScanSoft, Inc., is a participant in various
  employee benefit plans offered to employees of ScanSoft, Inc. generally, and
  owns and has options to purchase shares of ScanSoft, Inc. Common Stock.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
        The Registrant's Certificate of Incorporation eliminates the liability of
  its directors for monetary damages for breach of fiduciary duty as a director to
  the fullest extent permissible under Delaware law, as such law exists currently
  or as it may be amended in the future. Under Delaware law, such provision may
  not eliminate or limit director monetary liability for: (a) breaches of the
  director's duty of loyalty to the Registrant or its stockholders; (b) acts or
  omissions not in good faith or involving intentional misconduct or knowing
  violations of law; (c) the payment of unlawful dividends or unlawful stock
  repurchases or redemptions; or (d) transactions in which the director received
  an improper personal benefit. Such limitation of liability provisions also may
  not limit a director's liability for violation of, or otherwise relieve the
  Registrant or its directors from the necessity of complying with, federal or
  state securities laws, or affect the availability of non-monetary remedies such
  as injunctive relief or rescission.
  
        The Registrant's Bylaws provide that the Registrant shall indemnify its
  directors and officers and may indemnify its employees and other agents to the
  fullest extent permitted by law. The Registrant believes that indemnification
  under its Bylaws covers at least negligence and gross negligence on the part of
  indemnified parties. The Registrant's Bylaws also permit it to secure insurance
  on behalf of any officer, director, employee or other agent for any liability
  arising out of his or her actions in such capacity, regardless of whether the
  Registrant would have the power to indemnify him or her against such liability
  under the General Corporation Law of Delaware. The Registrant currently has
  secured such insurance on behalf of its officers and directors.
  
        The Registrant has entered into agreements to indemnify its directors and
  officers, in addition to indemnification provided for in the Registrant's
  Bylaws. Subject to certain conditions, these agreements, among other things,
  indemnify the Registrant's directors and officers for certain expenses
  (including attorney's fees), judgments, fines and settlement amounts incurred by
  any such person in any action or proceeding, including any action by or in the
  right of the Registrant, arising out of such person's services as a director or
  officer of the Registrant, any of its subsidiaries or any other company or
  enterprise to which the person provides services at the Registrant's request.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
        Inapplicable.
  
                                        -2-
  ITEM 8. EXHIBITS
  EXHIBIT
   NUMBER                       DESCRIPTION
  ------                        -----------
  4.1           ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
   4.2           Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
   4.3           ScanSoft, Inc. 2000 Stock Plan.
  
   5.1           Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  23.1           Consent of BDO Seidman, LLP.
  
  23.2           Consent of PricewaterhouseCoopers LLP.
  
  23.3           Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. (included in Exhibit 5.1 above).
  
  24.1           Power of Attorney.
  ITEM 9.  UNDERTAKINGS
  
        (a) The undersigned Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement
  
                    (i) to include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement.
  
              (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
              (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
        (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        -3-
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Peabody, State of Massachusetts on this 10th day of
  February, 2005.
  
                                               SCANSOFT, INC.
  
                                               By: /s/ Paul A. Ricci
                                                   _____________________________
                                                   Paul A. Ricci
                                                   Chairman of the Board and
                                                   Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                          TITLE                                   DATE
          ---------                                          -----                                   ----
  /s/ Paul A. Ricci                         Chairman of the Board, Chief Executive Officer,
  --------------------------------          and Director (Principal Executive Officer)          February 10, 2005
             Paul A. Ricci
  
  /s/ James R. Arnold, Jr.                  Senior Vice President and Chief Financial
  --------------------------------          Officer (Principal Financial Officer)               February 10, 2005
        James R. Arnold, Jr.
  
  /s/ Gerald C. Kent, Jr.                   Chief Accounting Officer and Corporate
  --------------------------------          Controller (Principal Accounting Officer)           February 10, 2005
           Gerald C. Kent, Jr.
  
               *
  --------------------------------          Director                                            February 10, 2005
         Robert M. Finch
  
               *                            Director                                            February 10, 2005
  --------------------------------
      Robert J. Frankenberg
  
               *                            Director                                            February 10, 2005
  --------------------------------
       John C. Freker, Jr.
  
               *                            Director                                            February 10, 2005
  --------------------------------
       William H. Janeway
  
               *                            Director                                            February 10, 2005
  --------------------------------
       Katharine A. Martin
  
               *                            Director                                            February 10, 2005
  --------------------------------
         Mark B. Myers
  
               *                            Director                                            February 10, 2005
  --------------------------------
       Robert G. Teresi
  
  *By: /s/ James R. Arnold, Jr.
       _____________________________________
       James R. Arnold, Jr.
       Attorney-in-Fact
  -4-
  EXHIBIT INDEX
  EXHIBIT
   NUMBER                       DESCRIPTION
   ------                       -----------
  4.1           ScanSoft, Inc. 2000 Nonstatutory Stock Plan.
  
   4.2           Amended and Restated ScanSoft, Inc. 1995 Employee Stock Purchase Plan.
  
   4.3           ScanSoft, Inc. 2000 Stock Plan.
  
   5.1           Opinion of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc.
  
  23.1           Consent of BDO Seidman, LLP.
  
  23.2           Consent of PricewaterhouseCoopers LLP.
  
  23.3           Consent of Jo-Anne Sinclair, General Counsel of ScanSoft, Inc. (included in Exhibit 5.1 above).
  
  24.1           Power of Attorney.
  -5-