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                                  UNITED STATES

                         SECURITIES 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 6, 2003.



                                 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



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





ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits.

99.1  PRESS RELEASE DATED AUGUST 6, 2003 BY SCANSOFT, INC.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On August 6, 2003, ScanSoft, Inc. announced its preliminary financial
results for the fiscal quarter ended June 30, 2003. The press release and the
reconciliation contained therein, which has been attached as Exhibit 99.1,
disclose 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 are more representative of ScanSoft's
operating performance because they exclude identified non-cash and restructuring
charges that are not necessarily relevant to an understanding of ScanSoft's
business or the prospects for ScanSoft's future performance. 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 "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 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.


                                     /s/ Gerald C. Kent, Jr.
                                     -----------------------------------------
                                     Gerald C. Kent, Jr., Vice President,
                                     Controller & Chief Accounting Officer
                                     (Principal Accounting Officer)

                                     Date:  August 6, 2003









                                  EXHIBIT INDEX

   (c)      Exhibits



  Exhibit
  Number    Description
  ------    -----------
         
 99.1 (1)   Press Release dated August 6, 2003.