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

August 9, 2005

(Date of earliest event reported)

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in charter)

Delaware

000-30203

94-3208477

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


1380 Willow Road, Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 847-0000

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 (see General Instruction A.2. below):

x	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 August 9, 2005, Nuance issued a press release announcing its financial results for the quarter ended June 30, 2005. A copy of the release is attached as Exhibit 99.1.

ITEM 8.01: OTHER EVENTS

On August 9, 2005, Nuance issued a press release announcing its financial results for the quarter ended June 30, 2005. A copy of the release is attached as Exhibit 99.1.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.		Exhibit Description
99.1		Press release respecting financial results for quarter ended June 30, 2005, issued by the Registrant, dated August 9, 2005

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, thereunto duly authorized.


Date: August 9, 2005		Nuance Communications, Inc.
		(Registrant)

		/s/ Karen Blasing
		Karen Blasing
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Exhibit Description
99.1		Press release respecting financial results for quarter ended June 30, 2005, issued by the Registrant, dated August 9, 2005

NUANCE COMMUNICATIONS 8-K