Sec Form 4 Filing - CRANDALL WAYNE @ SCANSOFT INC - 2004-03-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

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1. Name and Address of Reporting Person CRANDALL WAYNE 2. Issuer Name and Ticker or Trading Symbol SCANSOFT INC [ SSFT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. V.P. Sales and Marketing (Last) (First) (Middle) C/O SCANSOFT INC, 9 CENNTENNIAL DR 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2004 (Street) PEABODY, MA01960 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/29/2004 M 19,717 A $ 1.2813 19,717 D Common Stock 03/29/2004 S( 1 ) 19,717 D $ 5.6163 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 1.2813 03/29/2004 M 19,717 08/18/2001( 2 ) 08/18/2010 Common Stock 19,717 $ 0 20,172 D Non-Qualified Stock Option (right to buy) $ 0.61 06/01/1999( 3 ) 07/17/2008 Common Stock 7,094 7,094 D Non-Qualified Stock Option (right to buy) $ 1.63 03/02/2000( 4 ) 03/02/2009 Common Stock 142,588 142,588 D Non-Qualified Stock Option (right to buy) $ 2.19 09/30/2000( 4 ) 09/30/2009 Common Stock 75,000 75,000 D Non-Qualified Stock Option (right to buy) $ 4.01 02/17/2004( 5 ) 02/17/2013 Common Stock 50,000 50,000 D Non-Qualified Stock Option (right to buy) $ 4.7 05/11/2002( 6 ) 02/11/2012 Common Stock 50,000 50,000 D Non-Qualified Stock Option (right to buy) $ 5.36 08/31/2002( 7 ) 04/29/2012 Common Stock 113,125 113,125 D Non-Qualified Stock Option (right to buy) $ 5.69 02/18/2001( 4 ) 02/18/2010 Common Stock 50,000 50,000 D Non-Qualified Stock Option (right to buy) $ 6.97 06/14/2003( 5 ) 06/14/2012 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CRANDALL WAYNE C/O SCANSOFT INC 9 CENNTENNIAL DR PEABODY, MA01960 Sr. V.P. Sales and Marketing Signatures By: /s/ Donna M Belanger For: Wayne Crandall 03/31/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold pursuant to a 10b5-1 Sales Plan. ( 2 )100% of the shares shall vest on the first anniversary date of the grant date. ( 3 )The shares vest at 25% annually, commencing on 6/1/99. ( 4 )The shares vest at 25% annually, commencing one year after the date of grant. ( 5 )These options vest 25% on first anniversary date and monthly thereafter for a total 4 year vest period. ( 6 )These options vest 12.50% 3 months from date of grant and monthly thereafter for a total two year vest period. ( 7 )These holdings represent a combination of two stock grants. One option for 13,125 shares are exercisable 50% on 8/31/02 and remaining 50% on 2/28/03. The other option for 100,000 shares are exercisable 25% on first anniversary date of grant and 1/48 of the shares subject to the option shall vest monthly thereafter for a total 4 year vest period.

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 4(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).

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