Item 2.02. Results of Operations and Financial Condition.

The information contained in this Item 2.02 and the information in Exhibit 99.1 that relates to Item 2.02 is being "furnished" under this Item and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except as may be expressly incorporated into such filing by specific reference to this filing.

On January 7, 2009 Scientific Learning Corporation (the "Company") announced via press release its expectations with respect to certain of the Company's financial results for its fourth quarter ended December 31, 2008. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.