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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Nobel Learning Communities, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

654889104

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)

þ		Rule 13d-1(c)

o		Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		654889104	13G	Page		2		of		10	Pages


1.	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). Midwood Capital Management LLC


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			502,800

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			502,800

WITH		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	502,800

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.9%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA


CUSIP No.		654889104	13G	Page		3		of		10	Pages


1.	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) David E. Cohen


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			502,800

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			502,800

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	502,800

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.9%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		654889104	13G	Page		4		of		10	Pages


1.	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). Ross D. DeMont


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5.	SOLE VOTING POWER

NUMBER OF			0

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			502,800

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8.	SHARED DISPOSITIVE POWER

			502,800

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	502,800

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.9%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		654889104	13G	Page		5		of		10	Pages


1.	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Midwood Capital Partners, L.P


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			209,802

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			209,802

WITH		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	209,802

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		654889104	13G	Page		6		of		10	Pages


1.	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Midwood Capital Partners QP, L.P


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			292,998

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			292,998

WITH		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	292,998

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.8%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


		Page 7 of 10

Item 1.

(a) Name of Issuer: Nobel Learning Communities, Inc. (the “Issuer”).

(b) Address of the Issuer’s Principal Executive Offices: 1615 West Chester Pike, Suite 200, West Chester, PA 19382.

Item 2.

(a) Name of Person Filing: This joint statement on Schedule 13G is being filed by David E. Cohen, Ross D. DeMont, Midwood Capital Management LLC, Midwood Capital Partners, L.P. and Midwood Capital Partners QP, L.P., who are collectively referred to as the “Reporting Persons.” Messrs. Cohen and DeMont (the “Managers”) are the managers of Midwood Capital Management LLC (“Capital”), which is the sole general partner of each of Midwood Capital Partners, L.P. (“LP”) and Midwood Capital Partners QP, L.P. (“QP” and together with LP, the “Funds”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which was previously filed with this Schedule 13G and which is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b) Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 575 Boylston St., 4^th Floor, Boston, MA 02116.

(c) Citizenship: Capital is a Delaware limited liability company. Each of the Funds is a Delaware limited partnership. Each of the Managers is a U.S. citizen.

(d) Title and Class of Securities: Common stock, no par value (“Common Stock”)

(e) CUSIP Number: 654889104


Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Item 4. Ownership

In the aggregate, as of December 31, 2007, the Reporting Persons beneficially own 502,800 shares of the Common Stock of the Issuer, representing approximately 4.9% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) LP beneficially owns 209,802 shares of the Common Stock, representing approximately 2.0% of the class, (ii) QP beneficially owns 292,998 shares of the Common Stock, representing approximately 2.8% of the class, and (iii) Capital, as the sole general partner of each Fund, and Messrs. Cohen and DeMont, as the managers of Capital, each beneficially own 502,800 shares of the Common Stock of the Issuer representing approximately 4.9% of the class. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 10,366,810 shares of the Common Stock of the Issuer outstanding as of November 5, 2007, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the quarter ended September 29, 2007.

Each Fund has the power to vote and dispose of the shares of Common Stock beneficially owned by such Fund (as described above). Capital, as the sole general partner of the Fund, has the sole authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G. Each of the Managers, by virtue of their positions as managers of Capital, has the shared authority to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G.


		Page 8 of 10

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ

Item 6. Ownership of More than Five Percent on Behalf of Another Person


Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8. Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

Item 10. Certification

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose.


		Page 9 of 10

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		DATE:		February 7, 2008

		MIDWOOD CAPITAL PARTNERS, L.P.

		By:		Midwood Capital Management LLC
				General Partner

		By:		/s/ David E. Cohen

				David E. Cohen
				Manager

		MIDWOOD CAPITAL
		PARTNERS QP, L.P.

		By:		Midwood Capital Management LLC
				General Partner

		By:		/s/ David E. Cohen

				David E. Cohen
				Manager

		MIDWOOD CAPITAL
		MANAGEMENT LLC

		By:		/s/ David E. Cohen

				David E. Cohen
				Manager


		Page 10 of 10


	DAVID E. COHEN
	/s/ David E. Cohen
	David E. Cohen


	ROSS D. DEMONT
	/s/ Ross D. DeMont
	Ross D. DeMont