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 *
  Fulkerson Michael S
 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)
Chief Technology Officer
 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 24,900
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   (1) 05/22/2016 Common Stock 29,133 $ 3.85 D  
Employee Stock Option   (2) 03/21/2017 Common Stock 5,200 $ 6.08 D  
Employee Stock Option   (3) 04/29/2018 Common Stock 65,000 $ 11.64 D  
Employee Stock Option   (4) 04/15/2019 Common Stock 15,015 $ 18 D  
Employee Stock Option   (5) 03/15/2020 Common Stock 8,631 $ 25.99 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fulkerson Michael S
1919 NORTH LYNN STREET
7TH FLOOR
ARLINGTON, VA 22209		       Chief Technology Officer  

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) All shares fully vested. Options vest at a rate of 1/16 per quarter.
(2) Includes an aggregate of 325 shares represented by unvested stock option awards. Options vest at rate of 1/16 per quarter.
(3) Includes an aggregate of 20,313 shares represented by unvested stock option awards. Options vest at 1/16 per quarter.
(4) Includes an aggregate of 11,261 shares represented by unvested stock option awards. Options vest at a rate of 1/4 per annum.
(5) No options vested. Options vest at a rate of 1/4 per annum.

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