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Response Letter to the SEC

 July 14, 2005

 Via EDGAR

 Via Facsimile

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549-5546

 Attention: Larry Spirgel, Assistant Director

Re:
Nobel Learning Communities, Inc. Form 10-K

for the fiscal year ended July 3, 2004

Filed September 15, 2004

Form 10-Q for the quarter ended January 1, 2005

File No. 000-27024

Filed February 9, 2005

 Ladies and Gentlemen:

 This letter will first
confirm the telephone conversation of June 30, 2005 between Adam Washecka of the SEC Staff and Thomas Frank, Chief Financial Officer of Nobel Learning Communities, Inc. (“NLCI”) in which the Staff indicated that all the issues raised in
the initial comment letter to NLCI dated February 25, 2005 from the Staff and subsequent questions from phone discussions have been resolved with the Staff; that no further action on NLCI’s part would be required regarding the above captioned
Form 10-K for the fiscal year ended July 3, 2004, or Quarterly Report on Form 10-Q for the quarter ended January 1, 2005, each filed by NLCI; and that any changes in presentation in the financial statements of NLCI related to the issues referenced
in the February 25, 2005 comment letter would be reflected in future filings.

 It is understood that the letter filed with the Commission on July 7, 2005 was to confirm NLCI’s understanding of the discussions with the Staff to that date.

 Our discussions since June 30, 2005 have focused on the current accounting treatment of certain issues. This letter will address those
issues which focus on NLCI’s reporting unit treatment for purposes of evaluating goodwill for impairment for the fiscal year ended July 2, 2005 (“current accounting treatment”). The following information is provided to describe
NLCI’s current accounting treatment with respect to the points outlined below.

 Nobel Learning Communities, Inc. · 1615 West Chester Pike, Suite 200 · West Chester, PA 19382-6223

 Phone 484-947-2000 · Fax 484-947-2003

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 Specifically, this letter will address the following points with the Staff:

•

The determination of the operating and reporting segments as defined in SFAS 131, Disclosures about Segments of an Enterprise and Related Information ,

•

The determination of reporting units as defined in SFAS 142, Goodwill and other Intangible Assets.

 NLCI believes that the guidance of SFAS 131, requires that NLCI:

1.
Determine its operating segments based on the guidance in SFAS 131 paragraph 10 - 15

2.
Determine whether, under the additional guidance of Statement 131 paragraph 17-24, aggregation of operating segments into one or more reportable segments is appropriate.

 Applying the guidance of SFAS 131 and SFAS 142 to the way NLCI
operated its business in the fiscal year ended July 2, 2005, NLCI determined it had three operating segments, two reportable segments and three reporting units (of which 100% of the goodwill is attributed to one reporting unit).

 Please note references to 2005 refer to the fiscal year ended July 2, 2005.

 NLCI is providing this information to describe its current accounting treatment for fiscal
2005 under SFAS 131 and SFAS 142 as noted above. The segments and units were determined, in good faith, by NLCI’s management and reflect the way in which the business is operated and managed based on changes at NLCI under its current
management. NLCI believes that the literature discussed above as further explained below clearly supports its current accounting treatment and disclosure. Additional background information is provided describing the manner in which NLCI is currently
operated which is a more centralized control and reporting structure.

 With
this letter NLCI is also providing its current organization chart and examples of reports used internally.

 Operating Segments

 NLCI used
the following guidance of SFAS 131 paragraph 10 first to identify possible operating segments:

a.
Each operating segment engages in revenue producing and expense incurring activities.

b.
The operating results of each operating segment are reviewed by NLCI’s chief operating decision maker; and

c.
Discrete financial information is available for each operating segment.

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 Three operating segments were identified according to item a. above as follows;

1.
Private pay schools - NLCI operates aggregated regional groups of private pay schools. The private pay operating segment produces revenue through collection of tuition and other
revenues from private paying customers. Expenses are incurred in the form of costs of occupancy for the facilities they operate in and personnel costs for the principal and teachers. Additional expenses are incurred for supplies, food, marketing,
etc.

2.
Management services provided to non-NLCI operated charter schools – NLCI produces revenue through billing for “back office” services provided to non-NLCI operated
charter schools. Expenses are incurred in the form of payroll to support these service offerings.

3.
The Activities Club (TAC) – Prior to 2005, NLCI had produced revenue from the sale of curriculum kits to third party education providers using TAC. TAC was closed in 2005 and
had almost no operations, with only $54,000 in total revenue for the fiscal period.

 Operating results for each operating segment are reviewed by NLCI’s chief operating decision maker as required by item b. above;

 NLCI’s chief operating decision maker (CODM) is its chief executive officer (CEO). The CEO regularly reviews the
information of each operating segment. The CEO uses the information to allocate resources and assess the performance of the each segment.

1.
The chief operating officer (COO) as segment management reports directly to the CEO for the private pay schools operating segment.

2.
The chief financial officer (CFO) as segment management reports directly to the CEO for the management services for non-NLCI operated charter schools operating segment

3.
The business unit manager for TAC as segment management reported directly to the COO.

 Discrete financial information exists for each operating segment and is utilized in managing the operating segments as required in item c.
above.

 It should be noted here that NLCI is well aware of the
form its internal reports take showing certain information grouped on a geographical basis. Management believes this reporting structure is typical of most multi-site organizations where sites are relatively equal in significance to the overall
organization. This reporting structure is utilized in order to effect an appropriate span of control and not to segregate the enterprise into a form of non-substantive economic or financial units for measurement. Examples where this form of control
is applied include chains of specialty retailers, restaurants, auto parts stores, bank branches and other school based chains.

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 NLCI next considered SFAS 131 paragraphs 11-15 and determined the following:

 Paragraph 11 is not applicable to NLCI.

 Paragraph 12 did not alter NLCI’s view that its CEO is the CODM.

 Paragraph 13 is not applicable as NLCI formats its reports in the format attached.

 Paragraph 14 is applicable to NLCI to its determination of segment management.
The COO for private pay schools and the CFO for management services for charter schools report directly to and maintain regular contact with the CEO for these respective businesses, as such the COO and CFO are respective segment management This
contact is maintained to discuss operating activities, financial results, forecasts, and plans for each operating segment.

 Paragraph 15 is not applicable to NLCI.

 Upon determination of the three operating segments, NLCI followed the guidance of SFAS 131 paragraph 16 to determine which of its operating segments were reportable
segments.

 Reportable Segments

 As discussed above in accordance with the guidance of SFAS 131 paragraphs 10 – 15, NLCI
determined it has the following three operating segments:

1.
Private pay pre-elementary, elementary, middle and special purpose high schools

2.
Management services for non-NLCI operated charter schools

3.
The Activities Club (TAC) – curriculum distribution (closed in 2005)

 Under the guidance of SFAS 131 paragraph 16 – 24, NLCI determined it has two reportable segments.

 SFAS 131 paragraph 16 guidance provides: first, that an entity report separately information about each operating segment identified in
paragraphs 10 – 15 or; second, that results from aggregating two or more of those segments in accordance with the aggregation criteria of paragraph 17 and exceeds the quantitative thresholds of paragraph 18.

 Based on the guidance above NLCI determined two reportable segments exist as follows:

1.
Private pay schools – the operation of private pay pre-elementary, elementary, middle schools and special purpose high schools in 13 states. Based on the fact that this is one
operating segment no additional aggregation was considered under paragraph 17.

2.
Other - management services provided to non-NLCI operated charter schools and TAC a curriculum distribution business closed during the first half of fiscal 2005. In accordance with
paragraph 21, NLCI determined these two operating segments are correctly combined into one reportable segment.

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 Paragraph 18 is not applicable to NLCI as the private pay operating segment includes over 90% of revenue, profit and
assets.

 Paragraph 19 is not applicable to NLCI.

 Paragraph 20 is not applicable to provide additional dis-aggregation as over 75% of
NLCI’s revenue is reported in its private pay schools operating segment.

 Paragraph 21 is applicable to NLCI. As discussed above NLCI combines the management services for non-NLCI operated charter schools and TAC in the “all other category”.

 Paragraph 22 is not applicable to NLCI.

 Paragraph 23 is not applicable to NLCI.

 Paragraph 24 is not applicable to NLCI.

 Additionally, NLCI incurs corporate level general and administrative overhead not allocated to the segments described in 1. and 2. above and is included in its segment
reporting as required to equal total reported amounts.

 Reporting Units

 Upon reaching determination under guidance of SFAS 131 paragraph 10 -
15 that NLCI has three operating segments, NLCI followed the guidance of SFAS 142 paragraph 30 to determine its reporting units for purposes of goodwill impairment testing. Based on the fact that all goodwill relates to acquisitions in the private
pay schools operating segment, goodwill impairment evaluation is only directed to the private pay schools operating segment.

 Paragraph 30 requires consideration as to whether an entity has a reporting unit at the operating segment level or if a reporting unit may exist one level below its
operating segment.

 NLCI considered the following to evaluate the possibility
as to whether a reporting unit may exist one level below its operating segment:

1.
Discrete financial information is available at the region level of the NLCI organization chart and segment management, the COO, regularly reviews this information. This makes it
possible to have four components one level below its operating segment at the North, South, West and HLA regions.

2.
However, paragraph 30 also provides that while NLCI has this discrete information available the four components can be correctly aggregated and deemed a single reporting unit if
they have similar economic characteristics as defined by paragraph 17 of SFAS 131.

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 SFAS 131 paragraph 17 provides the aggregation criteria NLCI used to determine that it has one reporting unit in the
private pay schools operating segment. The aggregation criteria are comprised of two groups as follows:

1.
Similar long-term economic characteristics; and

2.
Similar attributes in each of the following areas:

a.
The nature of products and services

b.
The nature of the production processes

c.
The type or class of customer for their products and services

d.
The methods used to distribute their products or provide their services

e.
If applicable, the nature of the regulatory environment, for example, banking, insurance or public utilities.

 In answer to item 1 above, the four components have the following similar long-term economic
characteristics:

A.
Sensitivity to economic cycles and performance effected when the economy is strong and less so when downturns occur. The general economic sluggishness for 2000 – 2003 had a
decided impact on the entire country. Private education is generally a discretionary expense and enrollment is impacted by economic factors.

B.
Generation of approximately 97% of revenue from private pay sources. This means only approximately 3% of revenue is obtained from government agencies and is subject to their
attendant economic and political volatility.

C.
Incurring expenses in the form of occupancy costs for the physical facilities, personnel costs for principals and teachers, food, supplies, marketing and other similar costs.

D.
During fiscal 2004 and 2005 gross margins for the North, South and West ran between approximately 9% and 15 %. The relatively tight range for these gross margins provides support
for similar economic characteristics.

 While HLA
has higher gross margin at approximately 25% due primarily to its cost of real estate occupancy, facilities maintenance and service, it operates with similar economic characteristics as the other reporting units described above. Therefore, NLCI
determined HLA is a reporting unit appropriately aggregated into the private pay school reporting unit.

 Gross margin is a key measure by which the CEO directs allocation of resources at NLCI’s private pay schools operating segment.

 NLCI regularly evaluates its revenue stream, workload and span of control of its field
management organization and has on occasion re-balanced the schools in each area or re-structured the field management team. For example, FL1 was moved into the North from the South in fiscal 2005.

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 In answer to item 2 above the components have similar attributes in all the following areas:

a.
Each provides educational services in all of our schools

b.
Each delivers curriculum based education to customers

c.
Each has customers who are pre-school and school age children and their parents

d.
Each provides our services through schools

e.
Each has operations are subject to similar state and local regulations and licensing requirements.

 Based on the foregoing discussion relative to the four components and in answer to items 1 and 2 above; NLCI concluded it has one reporting
unit representing its one private pay schools operating segment.

 Conclusion on the determination of reporting units

 Based on the analysis and background above NLCI believes it has properly identified three operating segments, two reportable segments and three reporting units (one to which goodwill is 100% attributed). As further support for this
position, BDO Seidman, NLCI’s current auditor has reviewed this analysis and the structure implemented by management and supports management’s conclusion.

 Additional discussion of new management’s method of operation

 With the recent change in management, NLCI is a more structured and uniform entity. In late
2004, new management brought all Executive Directors (see attached organization chart) together for the first time for a training and development session focused on 2005 planning and operations policies in order to make certain that the operating
policies, procedures and measurements were implemented for the 2005 fiscal year in a consistent and uniform manner. For example, Executive Directors were introduced to policies governing the manner in which they were to hire, terminate and
compensate employees, market and measure performance. New management also trained them on teacher development and required consistency in curricu