EXHIBIT 99.2

For Immediate Release                             Contact: Jack Clegg, CEO
                                                           484-947-2000

            NOBEL LEARNING COMMUNITIES, INC. ANNOUNCES ANNUAL MEETING

West Chester, PA, January 14, 2003 -- Nobel Learning Communities, Inc.
(NASDAQ:NLCI), announced that its Annual Meeting will be held on April 2, 2003
at 10:00 a.m. (EST) at The Desmond Hotel in Great Valley, One Liberty Blvd.,
Malvern, PA 19355. Until last week, when NLCI's independent Special Committee
and the Socrates Acquisition Corporation came to an agreement, NLCI was
obligated under its Merger Agreement to issue a proxy statement to its
stockholders based on Socrates Acquisition Corporation's offer of $7.75/share.
The proxy statement and the annual meeting, however, were delayed because, as
reported on November 14, 2002, representatives of Socrates Acquisition
Corporation did not believe the merger transaction could be financed at the
announced price of $7.75/share. As a result, expenditures to issue an
inappropriate proxy statement were considered by NLCI not to be in the best
interest of its stockholders.

By its letter, Socrates Acquisition Corporation has agreed that no further
effort should be expended with respect to the preparation of merger-related
proxy materials until NLCI receives further written instructions from Socrates
Acquisition Corporation that NLCI should renew its efforts in that regard. NLCI
has neither received such instructions nor any further proposals from Socrates
Acquisition Corporation and, unless it does so, expects the Merger Agreement to
terminate on January 31, 2003.

Representatives of Socrates Acquisition Corporation have indicated they are
considering proposing alternative transactions with NLCI, and thus have not
released NLCI from other obligations within the Merger Agreement, which again
expires on January 31, 2003.

NLCI is filing a Form 8-K with the Securities and Exchange Commission (SEC)
disclosing this material change in matters relating to the previously announced
Merger Agreement entered into on August 5, 2002 with Socrates Acquisition
Corporation, a corporation formed by Gryphon Partners II-A, L.P. and Cadigan
Investment Partners, Inc. The change was reflected in a letter addressed to the
Chairman of the Special Committee of the Board of Directors of NLCI, which is
attached as an exhibit to the Form 8-K, granting relief from provisions in the
Merger Agreement which otherwise would have required NLCI to use all reasonable
efforts to finalize and mail the proxy statement prepared in accordance with the
terms of the Merger Agreement to stockholders and hold a stockholder meeting to
vote on the merger transaction.



Nobel Learning Communities, Inc. operates 179 schools in 15 states consisting of
private schools and charter schools; pre-elementary, elementary, middle,
specialty high schools and schools for learning challenged children clustered
within established regional learning communities.

Except for historical information contained in this press release, the
information in this press release consists of forward looking statements
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve risks and uncertainties that could
cause actual results to differ materially from those in the forward looking
statements. Potential risks and uncertainties include changes in market demand,
market condition and competitive activities, the acceptance of newly developed
and converted schools and the possibility that the merger may not be consummated
in accordance with the terms of the Merger Agreement. Other risks and
uncertainties are discussed in NLCI's filings with the SEC.