SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                   FORM 8 - K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                         Date of Report: April 15, 2004
                (Date of earliest event reported April 14, 2004)

                                  SofTech, Inc.
                                  -------------
             (Exact name of registrant as specified in its charter)

      Massachusetts                    0-10665                  #04-2453033
   ------------------                ----------             -----------------
(State  or  other  jurisdiction    (Commission               (IRS Employer
  of Incorporation or              file number)           Identification Number)
     organization)

                         2 Highwood Drive, Tewksbury, MA 01876
            -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (978) 640-6222
                                 --------------
              (Registrant's telephone number, including area code)




Item  5.  Other  Events

     On  April  14,  2004,  the  Registrant issued a press release announcing Q3
fiscal  2004  results.  The  Company  also  announced  actions  by  the Board of
Directors  to approve an Amendment to the Articles of Incorporation to authorize
a  class  of  Preferred  Stock  subject  to approval of the Stockholders and, if
approved,  to  convert  up to $14 million of outstanding debt to equity. Lastly,
the  Company  announced  the date for the 2003 Annual Meeting of Stockholders as
June  30, 2004 with a record date of May 10, 2004.  A copy of this press release
is  attached  hereto  as  Exhibit  99.1.

Item  7.  Financial  Statements,  Pro  Forma  Financial Information and Exhibits

(c)     Exhibits:  The  following  exhibits  are  filed  as part of this Current
        Report:

        99.1     Press  Release  dated  April  14,  2004.

Item  12.  Results  of  Operations  and  Financial  Conditions.

     Reference  is  made  to the press release issued by the Registrant on April
14,  2004,  the  text  of  which  is  attached  hereto  as  Exhibit  99.1.



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.


                                  SofTech,  Inc.

Date:  April  15,  2004          By:  /s/  Joseph  P.  Mullaney
                                 ---------------------------------
                                 Joseph  P.  Mullaney
                                 President  and  Chief  Operating  Officer
                                (Principal  Financial  and  Accounting  Officer)