UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

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Expires: December 31, 2009

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SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1 (a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION

Rosetta Stone Inc.

043837082

1-34283

1 (d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

1919 North Lynn St., 7th Fl.

Arlington

VA

22209

AREA
CODE

NUMBER

800

788-0822

2 (a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b)

RELATIONSHIP TO ISSUER

(c)

ADDRESS STREET

CITY

STATE

ZIP CODE

Eric Eichmann

Former Chief Operating Officer

6516 77th Street

Cabin John

MD

20818

3 (a)

Title of the Class of Securities To Be Sold

(b)

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

SEC USE ONLY

(c)

Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))

(d)

Aggregate
Market
Value
(See instr. 3(d))

(e)

Number of Shares
or Other Units
Outstanding
(See instr. 3(e))

(f)

Approximate Date of Sale
(See instr. 3(f))
(MO. DAY YR.)

(g)

Name of Each Securities Exchange
(See instr. 3(g))

Broker-Dealer
File Number

Common Stock

eTrade Securities, P.O. Box 1542, Merrifield, Virginia 22116

44,111

$921,191.99  (1)

20,592,950

Within 90 days

NYSE

1.

(a)

Name of issuer

3.

(a)

Title of the class of securities to be sold

(b)

Issuer’s I.R.S. Identification Number

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Issuer’s S.E.C. file number, if any

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)

Issuer’s address, including zip code

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)

Issuer’s telephone number, including area code

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

(b)

Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

(c)

Such person’s address, including zip code

Title of the Class

Date you Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired
(If gift, also give date donor acquired)

Amount of Securities Acquired

Date of Payment

Nature of Payment

Common Stock

4/16/2009

Employee Restricted Stock Award

Rosetta Stone Inc.

64,611

N/A

N/A

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

Eric Eichmann

1919 North Lynn St., 7th Fl., Arlington, VA 22209

Common Stock

07/15/2010

1,700 (1)

$41,936.00

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

8/16/2010

1,700

$29,664.00

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

8/18/2010

20,000

$348,724.00

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

8/31/2010

3,101

$53,154.24

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

8/23/2010

30,000

$540,024.00

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

8/27/2010

11,875

$207,812.50

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

8/27/2010

15,843

$277,252.50

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

9/1/2010

11,899

$205,343.42

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

9/2/2010

30,000

$516,075.00

Eric Eichmann

6516 77th Street, Cabin John, MD 20818

Common Stock

9/3/2010

15,000

$259,092.00

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.