Item 2.02. Results of Operations and Financial Condition.

The information contained herein and in the accompanying exhibit 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 October 27, 2009, Scientific Learning Corporation (the "Company") announced via press release the Company's results for its third quarter ended September 30, 2009. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.