Ownership Submission
FORM 4
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 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 *
Franklin Laurence
   2. Issuer Name and Ticker or Trading Symbol
ROSETTA STONE INC [RST] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ROSETTA STONE, 1919 NORTH LYNN STREET, 7TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/26/2011
(Street)

ARLINGTON, VA 22209		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Stock Option $ 3.85               (1) 05/22/2016 Common Stock 19,500   19,500 (1) D  
Stock Option $ 6.08               (2) 03/21/2017 Common Stock 6,500   6,500 (2) D  
Stock Option $ 18               (3) 04/15/2019 Common Stock 2,658   2,658 (3) D  
Stock Option $ 20.35               (4) 08/19/2019 Common Stock 329   329 (4) D  
Stock Option $ 17.36               (5) 08/26/2020 Common Stock 2,979   2,979 (5) D  
Stock Option $ 13.66 05/26/2011   A   5,891     (6) 05/26/2021 Common Stock 5,891 $ 13.66 5,891 (6) D  
Restricted Stock Unit $ 0 05/26/2011   A   4,295     (7)   (7) Common Stock 4,295 $ 0 7,666 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Franklin Laurence
C/O ROSETTA STONE
1919 NORTH LYNN STREET, 7TH FLOOR
ARLINGTON, VA 22209		   X      

Signatures

 Michael C. Wu, Attorney-in-fact   05/31/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes an aggregate of 19,500 fully vested shares. Options shall vest and be exercisable after the date of grant and 1/16 of the shares subject to the option shall become vested each quarter thereafter.
(2) Includes an aggregate of 6,500 fully vested shares. Options shall vest and be exercisable after the date of grant and 1/16 of the shares subject to the option shall become vested each quarter thereafter.
(3) Includes an aggregate of 2,658 fully vested shares. Options shall vest at 1/4 per quarter.
(4) Includes an aggregate of 329 fully vested shares. Options shall vest at 1/4 per quarter.
(5) Includes an aggregate of 2,234 fully vested shares. Options shall vest at 1/4 per quarter.
(6) No options vested. Options shall vest at 1/4 per quarter.
(7) Restricted stock units are fully vested upon award. Delivery of shares to the reporting person will be made after the date of the reporting person's separation from service to the Board of Directors.

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