(Amendment No. 8)*

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(Date of Event Which Requires Filing of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

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This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends the Schedule 13D originally filed on April 19, 2004 (“Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed on May 10, 2005 (“Amendment No. 1”), as further amended by Amendment No. 2 to Schedule 13D filed on September 19, 2005 (“Amendment No. 2”), as further amended by Amendment No. 3 to Schedule 13D filed on August 29, 2006 (“Amendment No. 3”), as further amended by Amendment No. 4 to Schedule 13D filed on April 8, 2008 (“Amendment No. 4”), as further amended by Amendment No. 5 to Schedule 13D filed on May 21, 2008 (“Amendment No. 5”), as further amended by Amendment No. 6 to Schedule 13D filed on January 15, 2009 (“Amendment No. 6”), and as further amended by Amendment No. 7 to Schedule 13D filed on January 30, 2009 (“Amendment No. 7” and, together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 8, the “Amended 13D”).  The Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 were each filed on behalf of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”), Warburg Pincus & Co., a New York general partnership (“WP”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC.  In addition, Amendment No. 6, Amendment No. 7 and this Amendment No. 8 were each also filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a

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Delaware limited partnership (“WPP X” and, together with WP X, the “WP X Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), and Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”).  This Amendment No. 8 relates to the common stock, par value $0.001 per share, of Nuance Communications, Inc., a Delaware corporation formerly known as ScanSoft, Inc. (the “Company”).  The holdings of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, reported in this Amendment No. 8 include the holdings of Warburg Pincus Netherlands Private Equity VIII, C.V. I (“WPNPE  I”) and WP-WPVIII Investors, L.P. (“WP-WPVIII” and, together with WPNPE I and WP VIII the “WP VIII Funds”; and together with the WP X Funds, the “Funds”).  Capitalized terms used herein which are not defined herein have the meanings given to them in the Original 13D and any amendments thereto.

Item 2.                                   Identity and Background.

Item 2(b) of the Amended 13D is hereby amended and restated in its entirety as follows:

(b)           The address of the principal business and principal office of each of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. The general partners of WP and the members and managing directors of WP LLC, and their respective business addresses, are set forth on Schedule I hereto. Attached hereto is a revised Schedule I which amends and restates the previously filed Schedule I hereto.

Item 4.                                   Purpose of Transaction.

Item 4 of the Amended 13D is hereby amended by adding the following to the end thereof:

On February 15, 2012, the WP VIII Funds fully exercised the 2008 Warrants to purchase an aggregate of 3,700,000 shares of Common Stock of the Company at an exercise price of

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$20.00 per share.  As the exercise of the 2008 Warrants was pursuant to net exercise provisions, the WP VIII Funds acquired 1,077,744 shares of Common Stock, net of the exercise price upon exercise of the 2008 Warrants.

On February 15, 2012, the Funds distributed an aggregate of 11,942,850 shares of Common Stock of the Company to their partners on a pro rata basis (the “Distribution”).  The Funds did not receive any consideration in connection with the Distribution.

Item 5.                                   Interest in Securities of the Issuer

Items 5(a), (b) and (c) of the Amended 13D are hereby amended and restated in their entirety as follows:

(a)           Due to their respective relationships with the Funds and each other, as of February 15, 2012 (after giving effect to the Distribution and the exercise of the 2008 Warrants), each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 51,005,708 shares of Common Stock.  As of February 15, 2012 (after giving effect to the Distribution and the exercise of the 2008 Warrants), the Reporting Persons may also be deemed to beneficially own, in the aggregate, additional shares of Common Stock by virtue of certain of the following securities which the Funds’ may be deemed to beneficially own: the Series B Preferred Stock and the 2009 Warrants (collectively, the “Convertible Securities”).  Assuming the full exercise and conversion of the Convertible Securities, the Reporting Persons may be deemed to beneficially own  58,430,368 shares of Common Stock, representing approximately 18.5% of the outstanding class of Common Stock, based on a total of 315,629,472 shares of Common Stock, which is comprised of:  (i) 308,204,812 shares of Common Stock outstanding as of January 31, 2012, as reported in the Company’s 10-Q filed with the SEC on February 9, 2012; (ii) the 3,562,238 shares of Common Stock issuable upon the conversion of the 3,562,238 shares

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of Series B Preferred Stock acquired by certain of the Funds; and (iii) the 3,862,422 shares of Common Stock acquirable upon the exercise of the 2009 Warrants.

(b)           Each of WP X LP, WP X LLC, WPP LLC, WP LLC and WP may be deemed to share with the WP X Funds the power to vote or to direct the vote and to dispose or to direct the disposition of the 17,779,076 shares of Common Stock the WP X Funds may be deemed to beneficially own as of February 15, 2012.  Each of WPP LLC, WP LLC and WP may be deemed to share with the WP VIII Funds the power to vote or to direct the vote and to dispose or to direct the disposition of the 40,651,292 shares of Common Stock the WP VIII Funds may be deemed to beneficially own as of February 15, 2012.  Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the other Reporting Persons.  Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Funds.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(c)           Except as described in this Amendment No. 8 and during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members (other than restricted stock grants made to William H. Janeway, a Partner of WP and Senior Advisor and member of WP LLC, and Patrick T. Hackett, a Partner of WP and Managing Director and member of WP LLC, in their capacity as directors of the Company, as

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previously described in Form 4s filed by Dr. Janeway and Mr. Hackett, respectively, with the SEC on January 4, 2012).

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SIGNATURES

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

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*  Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**  Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

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SCHEDULE I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”).  Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York  10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

*              New York limited partnership; primary activity is ownership interest in WP

**           Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC

(1)          Citizen of United Kingdom

(2)          Citizen of Hong Kong

(3)          Citizen of Canada

(4)          Citizen of Hungary

(5)          Citizen of India

(6)          Citizen of Italy

(7)          Citizen of Germany

As of February 1, 2012