Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  WONG HELENA
 2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2011		 3. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [RST]
(Last)
(First)
(Middle)
1919 NORTH LYNN STREET, 7TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, International
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ARLINGTON, VA 22209		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 12,500 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option   (2) 01/25/2020 Common Stock 45,000 $ 19.85 (3) (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WONG HELENA
1919 NORTH LYNN STREET
7TH FLOOR
ARLINGTON, VA 22209		       President, International  

Signatures

Michael C. Wu, Attorney-in-fact 02/11/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In accordance with the Executive Employment Agreement entered into between Rosetta Stone Ltd. and Ms. Wong, effective January 25, 2011, these restricted shares will be subject to forfeiture restrictions that lapse 1/4 per annum beginning one year from January 25, 2011, the date of grant.
(2) In accordance with the Executive Employment Agreement entered into between Rosetta Stone Ltd. and Ms. Wong, effective January 25, 2011, Ms. Wong received a one-time new hire equity grant of 45,000 stock options. Options vest at a rate of 1/4 per annum.
(3) Ms. Wong was designated a Section 16 officer by the Rosetta Stone Inc. Board of Directors on February 4, 2011.
(4) In accordance with the action of the Compensation Committee of the Rosetta Stone Inc. Board of Directors on December 14, 2010, the exercise price is equal to the Rosetta Stone Inc. stock price at close of business, January 25, 2011.

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