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 *   SHAH PRAGNESH N 2. Date of Event Requiring Statement (Month/Day/Year) 12/01/2011 3. Issuer Name and Ticker or Trading Symbol ROSETTA STONE INC [RST] (Last) (First) (Middle) C/O ROSETTA STONE INC., 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, Global Consumer 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 6,803 (1) D (4) Â

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)	12/09/2021	Common Stock	65,000	$ 7.35 (3)	D (4)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHAH PRAGNESH N C/O ROSETTA STONE INC. 1919 NORTH LYNN STREET, 7TH FLOOR ARLINGTON, VA 22209	Â	Â	  President, Global Consumer	Â

Signatures

Michael C. Wu, Attorney-in-fact		12/12/2011
**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)	The restricted shares are subject to forfeiture restrictions that lapse 1/4 per annum beginning one year from December 9, 2011, the date of grant.
(2)	Options shall vest at a rate of 1/4 per annum beginning one year from December 9, 2011, the date of grant.
(3)	The per share exercise price of the options shall be equal to the closing price of the common stock of the Corporation on the New York Stock Exchange on December 9, 2011.
(4)	Mr. Shah was designated a Section 16 officer by the Rosetta Stone Inc. Board of Directors on December 1, 2011.

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