UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
         Washington, D.C.  20549

         SCHEDULE 13D
         Under the Securities Exchange Act of 1934
         (Amendment No. 4 )

         Artisoft Inc.

         (Name of Issuer)

         Common Stock, $ .01 Par Value
         (Title of Class of Securities)

009370107
(CUSIP Number)

         with a copy to:
         Austin W. Marxe				Allen B. Levithan, Esq.
         153 East 53rd Street			Lowenstein Sandler PC
         New York, New York  10022		65 Livingston Avenue
         Roseland, New Jersey  07068
         (973) 597-2424

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2003
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ?

Note:  Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.  See section 240.13d-7
for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities
Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).




Cusip No.   003970107
1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse

2.	Check the Appropriate Box if a Member of a Group (See Instructions):
(a)	[    ]	 	Not Applicable
(b)	[    ]

3.	SEC Use Only

4.	Source of Funds (See Instructions):  00

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable

6.	Citizenship or Place of Organization:	    United States

Number of	7.	Sole Voting Power:	*
Shares Beneficially	8.	Shared Voting Power:             4,464,850*
Owned by
Each Reporting	9.	Sole Dispositive Power:	*
Person With	10.	Shared Dispositive Power:      4,464,850*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
4,464,850*

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):		               Not Applicable

13.	Percent of Class Represented by Amount in Row (11):    67.1% *

14.	Type of Reporting Person (See Instructions):       IA, IN


* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?).  Marxe and Greenhouse share sole voting and
investment power over 261,515 shares of Common Stock, 380,000 shares of
Preferred Stock convertible into 464,444 shares of common stock and 394,952
warrants to purchase 78,283 shares of Common stock owned by Special
Situations Cayman Fund, L.P., 844,747 shares of Common Stock, 1,140,000
shares of Preferred Stock convertible into 1,393,333 shares of common stock
and 1,184,842 Warrants to purchase 234,842 shares of common stock owned by
Special Situations Fund III, L.P., 239,131 shares of Common Stock, 380,000
share of Preferred Stock convertible into 464,444 shares of common stock
and 394,952 Warrants to purchase 78,283 shares of common stock owned by
Special Situations Private Equity Fund, L.P., 19,670 shares of Common Stock,
32,730 shares of Preferred Stock convertible into 40,003 shares of common
stock and 34,018 Warrants to purchase 6,743 shares of common stock owned by
Special Situations Technology Fund, L.P.  100,517 shares of common stock,
162,270 preferred stock convertible into 204,441 shares of common stock and
173,846 warrants to purchase 34,453 shares of common stock owned by Special
Situation Technology Fund II, L.P..  See Items 2 and 5 of this Schedule 13D
for additional information.


Item 1.	Security and Issuer.
This schedule relates to the common stock, preferred stock and warrants of
Artisoft, Inc. (the ?Issuer?). The Issuer?s principal executive officers are
located at 5 Cambridge Center, Cambridge, MA  02142

Item 2.	Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment
adviser to Special Situations Cayman Fund, L.P. (?Cayman?).  AWM also serves
as the general partner of MGP Advisers Limited Partnership (?MGP?), the
general partner of and investment adviser to Special Situations Fund III,
L.P. (?SSF3?).  Marxe and Greenhouse are also members of MG Advisers L.L.C.
(?MG?), the general partner of and investment adviser to Special Situations
Private Equity Fund, L.P. (?SSPE?), and members of SST Advisers, L.L.C.
(?SSTA?), the general partner of and investment adviser to Special
Situations Technology Fund, L.P. (?Technology?) and Special Situations
Technology Fund II, L.P. (?Tech2?).   (SSF3, Cayman, SSPE, Technology and
Tech2 will hereafter be referred to as, the ?Funds?).

The principal office and business address of the Reporting Persons, is 153
East 53rd Street, 55th Floor, New York NY 10022.

The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.

Mr. Marxe and Mr. Greenhouse have never been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), nor have
either of them been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of
which he was or is now subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.  Mr. Marxe and Mr. Greenhouse are citizens of the
United States.

Item 3.	Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the securities
referred to in this Schedule.

Item 4.	Purpose of Transaction.

The securities referred to in this Schedule have been acquired by each of
the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer.  Each Fund acquired the
securities in the ordinary course of business and is holding the securities
for the benefit of its investors.


Item 5.	Interest in Securities of the Issuer.

Cayman owns 261,515 shares of Common Stock, 380,000 shares of Preferred
Stock convertible into 464,444 shares of common stock and 394,952 warrants
to purchase 78,283 shares of common stock, or 19.2% of the shares
outstanding, SSF3 owns 844,747 shares of Common Stock, 1,140,000 shares of
Preferred Stock convertible into 1,393,333 shares of common stock and
1,184,842 Warrants to purchase 234,842 shares of common stock, or 46.8% of
the shares outstanding, SSPE owns 239,131 shares of Common Stock, 380,000
share of Preferred Stock convertible into 464,444 shares of common stock and
394,952 Warrants to purchase 78,283 shares of common stock, or 18.6% of the
outstanding shares.  Technology owns 19,670 shares of Common Stock, 32,730
shares of Preferred Stock convertible into 40,003 shares of common stock and
34,018 Warrants to purchase 6,743 shares of common stock, or 1.8% of the
shares outstanding and Tech2 owns 100,517 shares of common stock, 162,270
preferred shares convertible for 204,441 shares of common stock and 173,846
warrants to purchase 34,453 common shares. Messrs. Marxe and Greenhouse
share the power to vote and direct the disposition of all shares of Common
Stock owned by each of the Funds.  Messrs. Marxe and Greenhouse are deemed
to beneficially own a total of 1,465,580 shares of Common Stock, 2,100,000
shares of Preferred Stock convertible into 2,566,666 shares of common stock
and 2,182,610 Warrants to purchase 432,604 common shares or 67.1% of the
outstanding shares.

Pursuant to the Agreement Dated December 16, 2003 and in connection with the
Registration Rights Agreement dated September 27, 2002, the Funds received
the following:

SSF3 - 44,842 shares of Common Stock and 44,842 Warrants to purchase 44,842
shares of Common Stock

Cayman ? 14,952 shares of Common Stock and 14,952 Warrants to purchase
14,952 shares of Common Stock

SSPE ? 14,952 shares of Common Stock and 14,952 Warrants to purchase 14,952
shares of Common Stock

Technology ? 1,288 shares of Common Stock and 1,288 Warrants to purchase
1,288 shares of Common Stock


Tech2 ? 6,576 shares of Common Stock and 6,576 Warrants to purchase 6,576
shares of Common Stock.


In November, SSF3 acquired 1,000 shares of common stock at an average price
of $3.10.

Item 6.	Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

No contracts, arrangements, understandings or similar relationships exist
with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.

Item 7.	Material to be Filed as Exhibits.

Joint Filing Agreement.



Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


February 13, 2004



/s/_Austin W. Marxe
Austin W. Marxe



/s/_David M. Greenhouse
David M. Greenhouse






Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).


JOINT FILING AGREEMENT


Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule 13D
to which this agreement is attached is filed on behalf of each of them.



/s/_Austin W. Marxe
Austin W. Marxe



/s/_David M. Greenhouse
David M. Greenhouse






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