Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2008, the Board of Directors of Nobel Learning Communities, Inc. (the "Company") amended and restated its Omnibus Incentive Equity Compensation Plan (the "Plan") as of January 1, 2008. The Plan was amended to comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

The foregoing is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Nobel Learning Communities, Inc. Omnibus Incentive Equity Compensation Plan (Amended and Restated as of January 1, 2008)

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