GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 | TEL: (212) 902-1000

Exhibit 10.8

XXXXXXX, XXXXX & CO. | XXX XXX XXXX XXXXX x XXX XXXX, XXX XXXX 00000 | TEL: (000) 000-0000

EXECUTION COPY

March 11, 2008

To: NuVasive, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Treasurer
Telephone No.: 000-000-0000
Facsimile No.: 858-909-2000

Re: Warrants

     This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) entered into Xxxxxxx, Xxxxx & Co. (“Bank”) and NuVasive, Inc. (“Company”), pursuant to a letter agreement dated March 3, 2008 (the “Confirmation”), pursuant to which Bank has purchased from Company a Number of Warrants equal to 2,235,150. This Amendment relates to, and sets forth the terms of, the purchase by Bank from Company of an additional Number of Warrants (the “Additional Number of Warrants”).

     Upon the effectiveness of this Amendment, all references in the Confirmation to the “Number of Warrants” will be deemed to be to the Number of Warrants as amended hereby and all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended hereby. Except to the extent specified below, all other provisions of the Confirmation shall apply to the Additional Number of Warrants as if such Additional Number of Warrants were originally subject to the Confirmation. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

The terms relating to the purchase of the Additional Number of Warrants are as follows:

1. The “Trade Date” with respect to the Additional Number of Warrants will be March 11, 2008.

2. The “Number of Warrants” for the Transaction will be “2,570,422” reflecting an addition of 335,272 Additional Number of Warrants.

3. The “Premium” for the Transaction will be “$15,892,997” reflecting an increase of the premium payable by Bank to Company in the amount of $2,072,997 for the Additional Number of Warrants.

4. Each of Bank and Company hereby repeats the representations, warranties and agreements made by such party in the Confirmation, with respect to the Amendment or with respect to the Confirmation, as amended by the Amendment, as the context requires.

5. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

6. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

7. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

     Company hereby agrees (a) to check this Amendment carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Bank) correctly sets forth the terms of the agreement between Bank and Company with respect to the Transaction, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83.

Very truly yours,

Xxxxxxx, Sachs & Co.

By: Xxxxx X. Xxxxxxxxxx               
Authorized Signatory
Name: Xxxxx X. Xxxxxxxxxx

Accepted and confirmed
as of the Trade Date:

NuVasive, Inc.

By:/s/ Xxxxx X. X’Xxxxx               
Authorized Signatory
Name: Xxxxx X. X’Xxxxx