Item 2.02. Results of Operations and Financial Condition.

On November 7, 2012, Rosetta Stone Inc. announced its financial results for the fiscal third quarter ended September 30, 2012. A copy of the press release is furnished as Exhibit 99.1 to this report. In addition, a copy of the presentation slides which will be discussed during the company's earnings call at 4:30 p.m. Eastern Time on Wednesday, November 7, 2012 is attached to this report as Exhibit 99.2 and incorporated herein by reference.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 99.1 Press Release dated November 7, 2012. 99.2 Presentation slides from the Rosetta Stone Inc. webcast of its fiscal third quarter ended September 30, 2012 earnings call held on November 7, 2012, furnished herewith.

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