UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM 8-K
                                                               
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                                                               
 
                Date of Report (Date of earliest event reported):
                                OCTOBER 14, 2004
 
                                  SOFTECH, INC.
             (Exact name of registrant as specified in its charter)
 
        MASSACHUSETTS                0-10665               04-2453033
(State or other jurisdiction of    (Commission          (I.R.S. Employer 
        incorporation)             File Number)        Identification No.)
 
                                2 Highwood Drive,
                               Tewksbury, MA 01876

                    (Address of principal executive offices)
                                                               
                                  (978)640-6222
              (Registrant's telephone number, including area code)
                                                               
                                                               
          (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
 
|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 2.02       RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
On October 14, 2004, SofTech, Inc. issued a press release (the "Press Release")
reporting its earnings results for the first quarter and its fiscal year 2005.
The foregoing is qualified by reference to the Press Release which is furnished
(not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
 
ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS
 
(c)  Exhibits.
 
Exhibit 99.1.   Press Release issued by SofTech, Inc. dated October 14, 2004



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                                    SIGNATURE

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




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                                  EXHIBIT INDEX
 
EXHIBIT
NUMBER                                 DESCRIPTION
------     ---------------------------------------------------------------------

99.1       Press Release issued by SofTech, Inc. dated October 14, 2004



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