cause she s afra'd of hearing damon s feeling because she feels d same way too n is in denial

Because she wasn't ready to deal with him throwing himself at her again. She probably thought that he was going to repeat the season premiere moment, that he would try to kiss her or perhaps that he would give her her necklace back with something in return..

What Elena totally didn't see coming was Damon to sincerely look her in the eyes and to let her know how deep his feelings are for her! Cause she can't even think that she managed to touch his heart so much! And that's why she had that suprised look in her eyes, she was simply left speechless and motionless! You could tell that she was completely bewitched by him and that if he had make the move, they would have kissed!

i think she knew what he was gonna say but didnt want to hear it cause she doesnt like to be faced with her feelings for damon. she knows its more than friendship but if she doesnt have to be confronted with those feelings, her so-called perfect love with stefan wont have be challenged.the known is always more comfortable than the unknown. i think she feels she has enough goin on in her life right now without having to come to terms for her feelings for damon so if nobody mentions it she can pretend they're not there.....until she cant

I think that she was feared.. she obviously didn't want Damon to say it, but I think that delenaluv's answer was also possible.

I agree with detty4ever! :D

Because she's not ready to deal with her feelings for Damon...