Filed pursuant to Rule 424(b)(7)
Registration No. 333-147715

PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS SUPPLEMENT DATED FEBRUARY 8, 2008)

2.75% Senior Convertible Debentures due 2027
and the Common Stock Issuable Upon Conversion of the Debentures

     This Prospectus Supplement No. 2 supplements the prospectus supplement, dated February 8, 2008, as supplemented by the prospectus supplement dated March 12, 2008, and the prospectus, dated November 29, 2007, relating to the resale by selling securityholders of up to $250,000,000 aggregate principal amount of our 2.75% Senior Convertible Debentures due 2027 (the “debentures”), and the shares of common stock issuable upon conversion of the debentures.

     This prospectus supplement should be read in conjunction with the prospectus and previous prospectus supplements, and is qualified by reference to the prospectus and previous prospectus supplements, except to the extent that the information presented herein supersedes the information contained in the prospectus or previous prospectus supplements. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.

     Our common stock is quoted on the Nasdaq Global Select Market under the symbol “NUAN.” On April 16, 2008, the last quoted sale price of our common stock was $19.16 per share.

     Investing in the debentures or our common stock involves risks. See “Risk Factors” beginning on page S-13 of the prospectus supplement dated February 8, 2008.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT, THE PREVIOUS PROSPECTUS SUPPLEMENTS OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is April 17, 2008.

SELLING SECURITYHOLDERS

     We originally issued and sold the debentures to Citigroup Global Markets Inc. and Goldman, Sachs & Co. (collectively, the “initial purchasers”) in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The debentures were resold by the initial purchasers in transactions exempt from registration pursuant to Rule 144A under the Securities Act to persons reasonably believed by the initial purchasers to be qualified institutional buyers as defined by Rule 144A under the Securities Act. Selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell any or all of the debentures and shares of common stock into which the debentures are convertible pursuant to this prospectus supplement, the previous prospectus supplement dated February 8, 2008, as supplemented by the prospectus supplement dated March 12, 2008, and the prospectus dated November 29, 2007.

     The information in the table appearing under the caption “Selling Securityholders” in the prospectus supplement dated February 8, 2008, is supplemented by adding the information below with respect to persons not previously listed in the prospectus supplement and by superseding the information with respect to persons previously listed in the prospectus supplement with the information set forth below. The information is based on information provided to us by or on behalf of the selling securityholders, and we have not independently verified this information. The selling securityholders may offer all, some or none of the debentures or the common stock into which the debentures are convertible. Because the selling securityholders may offer all or some portion of the debentures or the common stock, we cannot estimate the amount of the debentures or the common stock that will be held by the selling securityholders upon termination of any of these sales; the table below assumes that all selling securityholders will sell all of their debentures or common stock, unless otherwise indicated. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their debentures since the date on which they provided the information regarding their debentures in transactions exempt from the registration requirements of the Securities Act.

     The percentage of debentures outstanding beneficially owned by each selling securityholder is based on $250,000,000 aggregate principal amount. The number of shares of common stock that may be sold includes only shares of common stock into which the debentures are initially convertible. The conversion rate of the debentures and the number of shares of common stock issuable upon conversion of the debentures is subject to adjustment under certain circumstances. Accordingly, the number of shares of common stock into which the debentures are convertible may change.

     Based upon information provided by the selling securityholders, none of the selling securityholders nor any of their affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us within the past three years other than as disclosed below.

Selling Securityholder Table

										Principal
		Principal								Amount of												Number of
		Amount at								Debentures				Number of								Shares of
		Maturity of								Owned				Shares of				Percentage of				Common
		Debentures								After				Common				Common				Stock Owned
		Beneficially				Percentage of				Completion				Stock That				Stock				After
		Owned That				Debentures				of Offering				May Be				Outstanding				Completion of
Name		May Be Sold				Outstanding				(1)				Sold (2)				(3)				Offering (2)(4)
Arkansas PERS (17)			630,000				*				—				32,365				*				—
Arkansas Teacher Retirement System (10)			3,305,000				1.32	%			—				169,789				*				—
Baptist Health of South Florida, Inc. (10)			765,000				*				—				39,300				*				—
Boilermakers Blacksmith Pension Trust (17)			655,000				*				—				33,649				*				—
Citigroup Global Markets Inc. (8)			3,988,000				1.60	%			—				204,877				*				—
Engineers Joint Pension Fund (10)			200,000				*				—				10,274				*				—
Fore Convertible Master Fund Ltd. (18)			22,019,000				8.81	%			—				1,131,195				*				—
Fore ERISA Fund Ltd (18)			3,687,000				1.47	%			—				189,414				*				—
Fore Multi Strategy Master Fund (18)			2,206,000				*				—				113,330				*				—

Principal

Principal

Amount of

Number of

Amount at

Debentures

Number of

Shares of

Maturity of

Owned

Shares of

Percentage of

Common

Debentures

After

Common

Common

Stock Owned

Beneficially

Percentage of

Completion

Stock That

Stock

After

Owned That

Debentures

of Offering

May Be

Outstanding

Completion of

Name

May Be Sold

Outstanding

(1)

Sold (2)

(3)

Offering (2)(4)

FPL Group Employees Pension Plan (17)

340,000

*

—

17,467

*

—

Housing Authority of the City of San Antonio Employees Money Purchase Pension Plan & Trust (12)

107,000

*

—

5,496

*

—

MAN MAC 1 Ltd. (18)

3,148,000

1.26

%

—

161,724

*

—

Nicholas Applegate U.S. Convertible Fund (10)

2,845,000

1.14

%

—

146,157

*

—

San Diego City Retirement System (10)

1,335,000

*

—

68,583

*

—

San Diego County Employee Retirement Association (10)

1,170,000

*

—

60,107

*

—

United States Province of Missionary Oblates, Inc. (12)

133,000

*

—

6,832

*

—

     Information about other selling securityholders will be set forth in prospectus supplements or post-effective amendments, if required. Information about the selling securityholders may change from time to time. Any changed information with respect to which we are given notice will be set forth in prospectus supplements.

     Beneficial ownership is determined under the rules of the SEC, and generally includes voting or investment power with respect to securities.

     None of the selling securityholders who are affiliates of broker-dealers purchased the securities outside of the ordinary course of business or, at the time of the purchase of the securities, had any agreements or understandings, directly or indirectly, with any person to distribute the securities.