As filed with the Securities and Exchange Commission on March 12, 1999
                                                     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 No.)

       9 Centennial Drive
     Peabody, Massachusetts                                   01960
---------------------------------                     ----------------------
      (Address of Principal                                (Zip Code)
       Executive Offices)

                      SCANSOFT, INC. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                                             Copy to:
       MICHAEL K. TIVNAN                                KATHARINE A. MARTIN
         ScanSoft, Inc.                            Pillsbury Madison & Sutro LLP
       9 Centennial Drive                               2550 Hanover Street
  Peabody, Massachusetts 01960                          Palo Alto, CA 94304
        (978) 977-2000                                    (650) 233-4500
---------------------------------                     ----------------------
  (Name, address and telephone
 number, including area code, of
      agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
           Title of                        Amount              Proposed Maximum            Proposed                 Amount of
         Securities To                      To Be               Offering Price         Maximum Aggregate          Registration
         Be Registered                  Registered(1)              per Share           Offering Price(2)             Fee(2)
------------------------------------------------------------------------------------------------------------------------------------
        <S>                           <C>                            <C>                  <C>                        <C>    
         Common Stock,                1,738,552 shares               $0.61                $1,060,517                 $295.00
        par value $.001
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         Registrant's  Common Stock which become  issuable  under the  ScanSoft,
         Inc.  1998 Stock  Option  Plan by reason of any stock  dividend,  stock
         split,  recapitalization or other similar transaction  effected without
         the Registrant's  receipt of consideration which results in an increase
         in the number of the Registrant's outstanding shares of Common Stock.

(2)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as amended  (the  "Securities  Act")  solely for the  purpose of
         calculating  the amount of the  registration  fee based on the weighted
         average   exercise   price   per   share   of   outstanding    options.
         -----------------

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

                  *  Information  required  by  Part  I to be  contained  in the
         Section 10(a) prospectus is omitted from this Registration Statement in
         accordance  with Rule 428 under the Securities Act of 1933, as amended,
         and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  filed by Registrant  with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 28, 1997;

         (2) The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended March 31, June 28 and September 27, 1998.

         (3) The  Registrant's  Current Reports on Form 8-K filed on December 8,
1998 and January 21, 1999.

         (4) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement on Form 8-A filed on October 20, 1995 with
the  Commission  under  Section 12 of the  Securities  Exchange Act of 1934,  as
amended,  including  any  amendments or report filed for the purpose of updating
such description.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

                                       -2-

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware  General  Corporation  Law provides for the
indemnification  of officers,  directors,  and other  corporate  agents in terms
sufficiently  broad to indemnify  such persons under certain  circumstances  for
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act of 1933, as amended (the "Act").  Article XI of the  Registrant's
Amended and Restated Certificate of Incorporation (Exhibit 4.1 to this Form S-8)
authorizes  indemnification of the Registrant's directors,  officers,  employees
and other  agents to the extent  and under the  circumstances  permitted  by the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits.

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 prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

                   (ii) To reflect in the prospectus any facts or events arising
         after the  effective  date of the  post-registration  statement (or the
         most recent effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                                       -3-

<PAGE>

                   (iii) 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;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         Registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act of 1933,  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 further  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities  Exchange Act of 1934 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 of 1933 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  Securities  and
Exchange  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 Act and will
be governed by the final adjudication of such issue.

                                       -4-

<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, Commonwealth of Massachusetts,  on March 12,
1999.

                                         SCANSOFT, INC.



                                         By        /s/ Michael K. Tivnan
                                            ------------------------------------
                                                     Michael K. Tivnan
                                                         President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Michael K. Tivnan and Sharon Plante,  and
each of them his or her true and lawful  attorneys-in-fact and agents, each with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place  and  stead,  in any  and  all  capacities,  to  sign  any  and all
amendments, including post-effective amendments, to this registration statement,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorneys-in-fact  and  agents,  or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

         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 date indicated:

             Name                          Title                      Date
             ----                          -----                      ----

     /s/ Michael K. Tivnan         President and Director        March 12, 1999
-------------------------------    (Principal Executive
       Michael K. Tivnan           Officer)

      /s/ Richard Brenner          Acting Chief Financial        March 12, 1999
-------------------------------    Officer (Principal
        Richard Brenner            Financial Officer)

       /s/ Sharon Plante           Treasurer (Principal          March 12, 1999
-------------------------------    Accounting
         Sharon Plante             Officer)

                                       -5-

<PAGE>

             Name                          Title                      Date
             ----                          -----                      ----

/s/ William J. Harding, Ph. D.     Director                      March 12, 1999
-------------------------------
   William J. Harding, Ph.D.


-------------------------------    Director                      ________, 1999
      David F. Marquardt

       /s/ Mark B. Myers           Director                      March 12, 1999
-------------------------------
         Mark B. Myers

       /s/ Paul A. Ricci           Director                      March 12, 1999
-------------------------------
         Paul A. Ricci

      /s/ J. Larry Smart           Director                      March 12, 1999
-------------------------------
        J. Larry Smart

                                       -6-

<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number        Exhibit
-------       -------

4.1           Amended and Restated Certificate of Incorporation.

4.2           Specimen Stock Certificate.

5.1           Opinion regarding legality of securities to be offered.

23.1          Consent of PricewaterhouseCoopers LLP.

23.2          Consent of Pillsbury Madison & Sutro LLP (included in
              Exhibit 5.1).

24.1          Power of Attorney (included on page 6).

99.1          1998 ScanSoft, Inc. Stock Option Plan.

99.2          Form of Option Agreement under 1998 ScanSoft, Inc.
              Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15558}]
{"company-data": {"conformed-name": "SCANSOFT INC", "cik": "0001002517", "assigned-sic": "3577", "irs-number": "943156479", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74343", "film-number": "99564269"}, "business-address": {"street1": "34800 COMPUS DRIVE", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "5106080300"}, "mail-address": {"street1": "2560 W BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": {"former-conformed-name": "VISIONEER INC", "date-changed": "19951020"}}
As filed with the Securities and Exchange Commission on March 12, 1999
                                                     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 No.)

       9 Centennial Drive
     Peabody, Massachusetts                                   01960
---------------------------------                     ----------------------
      (Address of Principal                                (Zip Code)
       Executive Offices)

                      SCANSOFT, INC. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                                             Copy to:
       MICHAEL K. TIVNAN                                KATHARINE A. MARTIN
         ScanSoft, Inc.                            Pillsbury Madison & Sutro LLP
       9 Centennial Drive                               2550 Hanover Street
  Peabody, Massachusetts 01960                          Palo Alto, CA 94304
        (978) 977-2000                                    (650) 233-4500
---------------------------------                     ----------------------
  (Name, address and telephone
 number, including area code, of
      agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of                        Amount              Proposed Maximum            Proposed                 Amount of
         Securities To                      To Be               Offering Price         Maximum Aggregate          Registration
         Be Registered                  Registered(1)              per Share           Offering Price(2)             Fee(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                1,738,552 shares               $0.61                $1,060,517                 $295.00
        par value $.001
------------------------------------------------------------------------------------------------------------------------------------
(1)      This  Registration  Statement shall also cover any additional shares of
         Registrant's  Common Stock which become  issuable  under the  ScanSoft,
         Inc.  1998 Stock  Option  Plan by reason of any stock  dividend,  stock
         split,  recapitalization or other similar transaction  effected without
         the Registrant's  receipt of consideration which results in an increase
         in the number of the Registrant's outstanding shares of Common Stock.

(2)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as amended  (the  "Securities  Act")  solely for the  purpose of
         calculating  the amount of the  registration  fee based on the weighted
         average   exercise   price   per   share   of   outstanding    options.
         -----------------

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

                  *  Information  required  by  Part  I to be  contained  in the
         Section 10(a) prospectus is omitted from this Registration Statement in
         accordance  with Rule 428 under the Securities Act of 1933, as amended,
         and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following  documents  filed by Registrant  with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 28, 1997;

         (2) The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended March 31, June 28 and September 27, 1998.

         (3) The  Registrant's  Current Reports on Form 8-K filed on December 8,
1998 and January 21, 1999.

         (4) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement on Form 8-A filed on October 20, 1995 with
the  Commission  under  Section 12 of the  Securities  Exchange Act of 1934,  as
amended,  including  any  amendments or report filed for the purpose of updating
such description.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

                                       -2-
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware  General  Corporation  Law provides for the
indemnification  of officers,  directors,  and other  corporate  agents in terms
sufficiently  broad to indemnify  such persons under certain  circumstances  for
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act of 1933, as amended (the "Act").  Article XI of the  Registrant's
Amended and Restated Certificate of Incorporation (Exhibit 4.1 to this Form S-8)
authorizes  indemnification of the Registrant's directors,  officers,  employees
and other  agents to the extent  and under the  circumstances  permitted  by the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits.

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 prospectus required by section 10(a)(3) of
         the Securities Act of 1933;

                   (ii) To reflect in the prospectus any facts or events arising
         after the  effective  date of the  post-registration  statement (or the
         most recent effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                                       -3-
(iii) 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;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         Registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act of 1933,  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 further  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities  Exchange Act of 1934 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 of 1933 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  Securities  and
Exchange  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 Act and will
be governed by the final adjudication of such issue.

                                       -4-
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, Commonwealth of Massachusetts,  on March 12,
1999.

                                         SCANSOFT, INC.

                                         By        /s/ Michael K. Tivnan
                                            ------------------------------------
                                                     Michael K. Tivnan
                                                         President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Michael K. Tivnan and Sharon Plante,  and
each of them his or her true and lawful  attorneys-in-fact and agents, each with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place  and  stead,  in any  and  all  capacities,  to  sign  any  and all
amendments, including post-effective amendments, to this registration statement,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorneys-in-fact  and  agents,  or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

         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 date indicated:

             Name                          Title                      Date
             ----                          -----                      ----

     /s/ Michael K. Tivnan         President and Director        March 12, 1999
-------------------------------    (Principal Executive
       Michael K. Tivnan           Officer)

      /s/ Richard Brenner          Acting Chief Financial        March 12, 1999
-------------------------------    Officer (Principal
        Richard Brenner            Financial Officer)

       /s/ Sharon Plante           Treasurer (Principal          March 12, 1999
-------------------------------    Accounting
         Sharon Plante             Officer)

                                       -5-
Name                          Title                      Date
             ----                          -----                      ----

/s/ William J. Harding, Ph. D.     Director                      March 12, 1999
-------------------------------
   William J. Harding, Ph.D.

-------------------------------    Director                      ________, 1999
      David F. Marquardt

       /s/ Mark B. Myers           Director                      March 12, 1999
-------------------------------
         Mark B. Myers

       /s/ Paul A. Ricci           Director                      March 12, 1999
-------------------------------
         Paul A. Ricci

      /s/ J. Larry Smart           Director                      March 12, 1999
-------------------------------
        J. Larry Smart

                                       -6-
INDEX TO EXHIBITS

Exhibit
Number        Exhibit
-------       -------

4.1           Amended and Restated Certificate of Incorporation.

4.2           Specimen Stock Certificate.

5.1           Opinion regarding legality of securities to be offered.

23.1          Consent of PricewaterhouseCoopers LLP.

23.2          Consent of Pillsbury Madison & Sutro LLP (included in
              Exhibit 5.1).

24.1          Power of Attorney (included on page 6).

99.1          1998 ScanSoft, Inc. Stock Option Plan.

99.2          Form of Option Agreement under 1998 ScanSoft, Inc.
              Stock Option Plan.