FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CROEN RONALD   2. Issuer Name and Ticker or Trading Symbol NUANCE COMMUNICATIONS [NUAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NUANCE COMMUNICATIONS INC., 1380 WILLOW ROAD 3. Date of Earliest Transaction (Month/Day/Year) 09/15/2005 (Street) MENLO PARK, CA 94025 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/15/2005   D   330,333 D (1) 0 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (Right to Buy)	$ 8.5	09/15/2005		D			388,236	(2)	12/16/2009	Common Stock	388,236	(2)	0 (2)	D
Director Stock Option (right to buy)	$ 8.95	09/15/2005		D			200,000	(3)	12/20/2011	Common Stock	200,000	(3)	0 (3)	D
Director Stock Option (right to buy)	$ 2.55	09/15/2005		D			40,000	(3)	11/18/2012	Common Stock	40,000	(3)	0 (3)	D
Director Stock Option (right to buy)	$ 2.65	09/15/2005		D			200,000	(2)	01/13/2013	Common Stock	200,000	(2)	0 (2)	D
Director Stock Option (right to buy)	$ 2.65	09/15/2005		D			160,000	(3)	01/13/2013	Common Stock	160,000	(3)	0 (3)	D
Director Stock Option (right to buy)	$ 6.76	09/15/2005		D			20,000	(4)	11/12/2013	Common Stock	20,000	(4)	0 (4)	D
Director Stock Option (right to buy)	$ 4.39	09/15/2005		D			20,000	(4)	12/02/2014	Common Stock	20,000	(4)	0 (4)	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CROEN RONALD C/O NUANCE COMMUNICATIONS INC. 1380 WILLOW ROAD MENLO PARK, CA 94025	X

Signatures

/s/ Doug Neilsson, Attorney-In-Fact		09/21/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to merger agreement between issuer and ScanSoft, Inc. ("ScanSoft") in exchange for (A) $2.20 in cash and (B) 0.77 of a share of common stock of ScanSoft for each share of issuer common stock.
(2)	Each option was assumed by ScanSoft in the merger and adjusted pursuant to the merger agreement to provide for (A) 1.2199 shares of ScanSoft common stock for each share of issuer common stock subject to the option, and (B) an exercise price equal to the above exercise price divided by 1.2199. Option is fully vested.
(3)	Each option was assumed by ScanSoft in the merger and adjusted pursuant to the merger agreement to provide for (A) 1.2199 shares of ScanSoft common stock for each share of issuer common stock subject to the option, and (B) an exercise price equal to the above exercise price divided by 1.2199. 1/48th of shares subject to option vest on the monthly anniversary date of its vesting commencement date, and 50% of the unvested shares vest on the closing date of merger.
(4)	Each option was assumed by ScanSoft in the merger and adjusted pursuant to the merger agreement to provide for (A) 1.2199 shares of ScanSoft common stock for each share of issuer common stock subject to the option, and (B) an exercise price equal to the above exercise price divided by 1.2199. Option vests in equal monthly amounts over 12 month period from option grant date.
Remarks: THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

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