Item. 7.01 Regulation FD Disclosure

On March 19, 2009, Nobel Learning Communities, Inc. (the "Company") issued a press release announcing the Company's Board of Directors rejected a March 10, 2009 offer from Knowledge Learning Corporation proposing to acquire the Company for $13.50 per share.

A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Nobel Learning Communities, Inc. dated March 19, 2009

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