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Letter to the S.E.C.

[Letterhead of Wilson Sonsini Goodrich & Rosati, P.C.]

July 12, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

    Attention:

    Barbara C. Jacobs

    Hugh Fuller

    Sara Kalin

    Re:

    ScanSoft, Inc.

    Registration Statement on Form S-4

    Initially Filed on June 3, 2005 (File No. 333-125496)

Ladies and Gentlemen:

     On behalf of ScanSoft, Inc. (the “Company”), we respectfully submit this letter in response to
comments from the Staff of the Securities and Exchange Commission received by letter dated June 30,
2005, relating to the Company’s Registration Statement on Form S-4 (File No. 333-125496) filed with
the Commission on June 3, 2005.

     In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response thereto.

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

Securities and Exchange Commission

July 12, 2005

Page 2

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.

The Company acknowledges the Staff’s comment and supplementally confirms that management’s
effectiveness determination was made at the reasonable assurance level. Future filings that
contain a “no assurances” or other disclaimer will indicate that management concluded that the
Company’s controls and procedures were effective “at the reasonable assurance level,” and will
clarify that a control system can provide only “reasonable, not absolute” assurance that the
objectives of the control system are met.

With respect to the Form 10-K filed by Nuance Communications, Inc. (“Nuance”) for the year ended
December 31, 2004 and Nuance’s Form 10-Q for the quarter ended March 31, 2005, Nuance has
informed the Company that the Nuance management’s effectiveness determination was also made at
the reasonable assurance level, and that future filings, if any, that contain a “no assurances”
or other disclaimer will indicate that management concluded that Nuance’s controls and
procedures were effective “at the reasonable assurance level.”

    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.

The Company acknowledges the Staff’s comment and supplementally advises the Staff that future
filings that include disclosure regarding changes in the Company’s internal controls over
financial reporting will specifically state, as applicable, that there were changes in the
Company’s internal controls over financial reporting, rather than utilizing the phrasing that
there was no change “except as discussed below.” The Company also supplementally advises the
Staff that future filings that include such disclosure will disclose specifically whether any
such changes occurred during the last fiscal quarter, rather than referring to changes that
occurred “during the period covered by the report.”

Securities and Exchange Commission

July 12, 2005

Page 3

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 a
reasonable assurance level.

The Company supplementally advises the Staff that the reference in the Company’s Form 10-Q for
the Quarter ended December 31, 2004 to the unintentionally late filing of the Form 8-K regarding
the acquisition of ART Advanced Recognition Technologies, Inc. was not intended to qualify
management’s effectiveness determination, and, as stated above, management’s effectiveness
determination was made at the reasonable assurance level.

Securities and Exchange Commission

July 12, 2005

Page 4

     Please direct your questions or comments regarding the Company’s responses to the undersigned
at (212) 999-5807, or to Katharine A. Martin or Robert Sanchez of this firm at (650) 565-3522 and
(703) 734-3117, respectively. Thank you for your assistance.

    Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

    /s/ Adam M. Dinow, Esq.

    Adam M. Dinow, Esq.

    cc:

    Paul Ricci

    James R. Arnold

    Richard Palmer

    Jo-Anne Sinclair, Esq.

    ScanSoft, Inc.

    Charles Berger

    Karen Blasing

    Douglas Clark Neilsson, Esq.

    Nuance Communications, Inc.

    Katharine A. Martin, Esq.

    Robert Sanchez, Esq.

    Wilson Sonsini Goodrich & Rosati, Professional Corporation

    Mark A. Leahy, Esq.

    Fenwick & West LLP