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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           ------------------------

                                  FORM 10-K/A

                               AMENDMENT NO. 1 TO

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   for the fiscal year ended December 31, 2000

                        Commission file number: 000-30203

                           NUANCE COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                      94-3208477
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                     Identification Number)

     1005 Hamilton Court
    Menlo Park, California                                  94025
(Address of principal office)                            (Zip Code)

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

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and, (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $847,014,546 as of December 31, 2000 based on
the closing price of the Common Stock as reported on The Nasdaq Stock Market for
that date. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. The determination
of affiliate status is not necessarily a conclusive determination for other
purposes. There were 32,158,875 shares of the Registrant's Common Stock issued
and outstanding on December 31, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain sections of Nuance Communications, Inc.'s definitive Proxy
Statement for the 2001 Annual Meeting of Stockholders, held on May 8, 2001, are
incorporated by reference in Part III of this Form 10-K to the extent stated
herein.

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     This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the
Annual Report on Form 10-K of Nuance Communications, Inc. ("Nuance") filed with
the Securities and Exchange Commission April 2, 2001 (the "Form 10-K") for the
purpose of amending Item 14 of Part IV of Nuance's Form 10-K.


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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California on October 19, 2001.

                              By:  /s/ Ronald Croen
                                   ---------------------------------------------
                                   Ronald Croen
                                   President and Chief Executive Officer


                                POWER OF ATTORNEY

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
AMENDMENT NO. 1 ON FORM 10-K/A HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

<TABLE>
<CAPTION>
                   Signature                                         Title                                Date
                   ---------                                         -----                                ----
<S>                                               <C>                                               <C>
              /s/ Ronald Croen                    President, Chief Executive Officer and            October 19, 2001
---------------------------------------------     Director (Principal Executive Officer)
                  Ronald Croen

                      *                           Vice President and Chief Financial Officer        October 19, 2001
---------------------------------------------     (Principal Financial and Accounting
                  Graham Smith                    Officer)

                      *                           Director                                          October 19, 2001
---------------------------------------------
                 Curtis Carlson

                      *                           Director                                          October 19, 2001
---------------------------------------------
                  Vinton Cerf

                      *                           Director                                          October 19, 2001
---------------------------------------------
                  Yogen Dalal

                      *                           Director                                          October 19, 2001
---------------------------------------------
                 Irwin Federman

                      *                           Director                                          October 19, 2001
---------------------------------------------
                  Alan Herzig

                      *                           Director                                          October 19, 2001
---------------------------------------------
               Gary Morgenthaler

                      *                           Director                                          October 19, 2001
---------------------------------------------
                 Philip Quigley

              /s/ Ronald Croen
---------------------------------------------
                  Ronald Croen
               Power of Attorney
</TABLE>
                                     - 2 -
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                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number                          Description
--------------                          -----------
<C>              <S>

     3.1(1)      Restated Certificate of Incorporation of Registrant, as
                 currently in effect.

     3.2(1)      Bylaws of Registrant, as amended, as currently in effect.

     4.1(1)      Form of Registrant's Common Stock Certificate.

     4.2(1)      Amended and Restated Investors' Rights Agreement, dated as of
                 October 1, 1999, among the Registrant and the parties named
                 therein.

     4.3(1)      Warrant to Purchase Stock dated April 1, 1996 issued to Phoenix
                 Leasing.

     4.4*        Warrant to Purchase Stock dated December 4, 2000 issued to
                 OnStar Corporation.

     4.5*        Amendment to the Amended and Restated Investors' Rights
                 Agreement, dated as of October 1, 1999, among the Registrant
                 and the parties named therein.

     4.6*        Exchange Agreement dated November 10, 2000 between Registrant,
                 1448451 Ontario, Inc., Shawn Griffin, William Love and Warren
                 Gallagher.

    10.1(1)      Form of Indemnification Agreement entered into by Registrant
                 with each of its directors and executive officers.

    10.2(1)      1994 Flexible Stock Incentive Plan.

    10.3(1)      1998 Stock Plan.

    10.4(1)      2000 Stock Plan.

    10.5(2)      2000 Employee Stock Purchase Plan and related subscription
                 agreement.

    10.6(1)      Lease Agreement dated May 27, 1997, and related agreements by
                 and between Registrant and Lincoln Menlo IV & V Associates
                 Limited.

    10.7(1)      Form of Stock Option Agreement, as amended, between Registrant
                 and each executive officer other than Brian Danella, Paul Scott
                 and Donna Allen Taylor.

    10.8(1)      Assignment and Assumption Agreement, and related agreements by
                 and between Registrant and CBT Systems USA, Ltd.

    10.9(1)      Memorandum of Agreement of Lease, 2000 Peel Street, Suite 900,
                 Montreal, Quebec, dated January 1, 2000, by and between
                 Registrant and Cite De L'Ile Development Inc.

    10.10(1)     Loan and Security Agreement dated June 23, 1999, between
                 Registrant and Silicon Valley Bank.

    10.11(1)(5)  License Agreement dated December 20, 1994, by and between
                 Registrant and SRI International.

    10.12(1)     Form of Stock Option Agreement entered into between Registrant
                 and Brian Danella, Paul Scott and Donna Allen Taylor.

    10.13(1)     Amendment dated August 23, 1995 to License Agreement dated
                 December 20, 1994 by and between Registrant and SRI
                 International.

    10.14(3)     Lease Agreement dated May 5, 2000 and related agreements by and
                 between Registrant and Pacific Shares Development LLC.

    10.15(4)     Addendum dated August 9, 2000 to Memorandum of Lease Agreement
                 dated January 1, 2000, by and between Registrant and Societe en
                 Commandite Duke-Wellington.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit Number                          Description
--------------                          -----------
<C>              <S>
    10.16(5)     Value-Added Reseller Agreement dated August 31, 2000, by and
                 between Registrant and Nortel Networks Limited.

    11.1*        Statement of computation of net loss per share and pro forma
                 net loss per share (included in Note 2 to Notes to Financial
                 Statements).

    21.1*        Subsidiaries of the Registrant.

    23.1*        Consent of Arthur Andersen LLP, Independent Public Accountants.

    24.1*        Power of Attorney (see pages II-6 and II-7).
</TABLE>
--------------------------
*    Previously filed.

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 333-96217) as declared effective by the Securities and
     Exchange Commission on April 12, 2000.

(2)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8 filed on Form S-8 filed on May 2, 2000.

(3)  Incorporated by reference to the Registrant's Form 10-Q for the period
     ended June 30, 2000 filed on August 14, 2000.

(4)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (File No. 333-45128) as declared effective by the Securities and
     Exchange Commission on September 26, 2000.

(5)  Confidential treatment has been requested for portions of this exhibit.