Sec Form 3 Filing - WONG HELENA @ ROSETTA STONE INC - 2011-02-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WONG HELENA 2. Issuer Name and Ticker or Trading Symbol ROSETTA STONE INC [ RST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, International (Last) (First) (Middle) 1919 NORTH LYNN STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2011 (Street) ARLINGTON, VA22209 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12,500 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 19.85 ( 3 ) ( 4 ) ( 2 ) 01/25/2020 Common Stock 45,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WONG HELENA 1919 NORTH LYNN STREET 7TH FLOOR ARLINGTON, VA22209 President, International Signatures Michael C. Wu, Attorney-in-fact 02/11/2011 Signature of Reporting Person Date

Explanation of Responses:

( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.