SecProbe.io

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Mail Stop 4561
      June 30, 2005

James R. Arnold, Jr.
Chief Financial Officer
ScanSoft, Inc.
9 Centennial Drive
Peabody, MA 01960

      Re:	ScanSoft, Inc.
		Registration Statement on Form S-4
      Filed June 3, 2005
		File No. 333-125496

		Form 10-KT filed January 6, 2005
		Form 10-Q filed February 9, 2005
		Form 10-Q filed May 10, 2005
      File no. 0-27038

		Nuance Communications, Inc.
		Form 10-K filed March 16, 2005
		Form 10-Q filed May 10, 2005
		File No. 0-30203

Dear Mr. Arnold:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
ScanSoft Form 10-KT

Item 9A. Controls and Procedures, page 89
1. We note that the last sentence of the first paragraph of this
section includes a "no assurances" disclaimer as to management`s
conclusions about the effectiveness of your disclosure controls
and
procedures.  Please note that if you include this type of
language,
you should expressly indicate that management concluded that the
company`s controls and procedures were effective "at the
reasonable
assurance level."  Accordingly, please confirm that management`s
effectiveness determination was made at the reasonable assurance
level.  This comment also applies to the Forms 10-Q for the
periods
ended December 31, 2004 and March 31, 2005, as well as to the Form
10-K filed by Nuance for the year ended December 31, 2004 and its
Form 10-Q for the quarter ended March 31, 2005.  See Section
II.F.4
of SEC Release 33-8238.
2. Additionally, we note your indication that there was no change
in
your internal control over financial reporting that occurred
during
the period covered by the report, "except as discussed below."
Please be advised that if you include disclosure regarding changes
that occurred during a fiscal quarter, you should specifically
state
that there were changes in your internal control over financial
reporting.  Furthermore, instead of referring to changes that
occurred "during the period covered by the report," ensure that
future filings, especially those covering more than one quarter,
disclose whether any changes occurred during the last fiscal
quarter.

Scansoft Form 10-Q for the Quarter Ended December 31, 2004
3. We note that while your management determined that your
disclosure
controls and procedures were effective, your disclosure in this
section also indicates that you made a late filing of a Form 8-K.
As
a follow-up to comment 1 above, please confirm that this
additional
disclosure regarding the untimely filing of the 8-K was not
intended
to qualify management`s effectiveness determination and that
management`s effectiveness determination was made at the
reasonable
assurance level.

*		*		*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

Closing

      Please contact Hugh Fuller at (202) 551-3853 with any other
questions.  If you need further assistance, you may contact Sara
Kalin at (202) 551-3454, or me at (202) 551-3730.

      					Sincerely,

      					Barbara C. Jacobs
      Assistant Director

cc:	Adam Dinow
	Wilson Sonsini Goodrich & Rosati
	FAX no. (212) 999-5899

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