On November 5, 2009, Rosetta Stone Inc. announced its financial results for the fiscal third quarter ended September 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report. Also filed herewith and incorporated by reference as Exhibit 99.2 is certain supplemental financial information not included in the press release.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits.

99.1     Press Release dated November 5, 2009.



99.2     Certain supplemental financial information not included in the press
release.