The information contained herein and in the accompanying exhibits is being “furnished” under this Item and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except as may be expressly incorporated into such filing by specific reference to this filing.

         On November 9, 2005, Scientific Learning Corporation (the “Company”) announced via press release the Company’s results for its third quarter ended September 30, 2005 and conducted a publicly available conference call discussing those results. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the transcript from the conference call, together with supplementary information referred to in the conference call that is posted on the Company’s web site, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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