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 *
  Swad Stephen M
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2010
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 Financial 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 100,000 (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) 11/09/2020 Common Stock 150,000 $ 22.39 (3) (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swad Stephen M
1919 NORTH LYNN STREET
7TH FLOOR
ARLINGTON, VA 22209
      Chief Financial Officer  

Signatures

Michael C. Wu, Attorney-in-fact 11/15/2010
**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 Mr. Swad, effective November 9, 2010, these restricted shares will be subject to forfeiture restrictions that lapse one-third per annum beginning one year from November 9, 2010, the date of grant.
(2) In accordance with the Executive Employment Agreement entered into by Rosetta Stone Ltd. and Mr. Swad, effective November 9, 2010, Mr. Swad received a one-time new hire equity grant of 150,000 stock options. Options vest at a rate of one-fourth per annum.
(3) In accordance with the action of the Compensation Committee of the Rosetta Stone Inc. Board of Directors on October 12, 2010, the exercise price is equal to the Rosetta Stone Inc. stock price at close of business, October 12, 2010.
(4) Mr. Swad was designated a Section 16 officer by the Rosetta Stone Inc. Board of Directors on November 12, 2010.

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