SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720         November 25, 2008  Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209 Facsimile: (703) 527-6811
 Re:  Strayer Education, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 14, 2008 File No. 000-21039
Dear Mr. Silberman:
We have reviewed your filing and have the following comments.  Please address
the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inappli cable or a future revi sion is unnecessary.
Please be as detailed as nece ssary in your explanation.  In  some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Definitive Proxy Statement Incorporat ed By Reference into Part III

Compensation Discussion and Analysis, page 11 of Proxy Statement

Identification and Analysis of 2007 Compensa tion Programs, page 13 of Proxy Statement

1. We note that you did not disclose the cor porate financial target s set by your Board
in connection with the annual bonus plan because they are confidential.  If you
believe that disclosure of corporate financ ial targets for completed fiscal years is
not required because it would result in competitive harm such that you may omit
this information under Instruction 4 to Item 402(b) of Regulation S-K, please

Robert S. Silberman
Strayer Education, Inc.
November 25, 2008 Page 2

provide in your response letter a detaile d explanation of such conclusion.  If you
believe you have a sufficient basis to keep  the information confidential, disclose
in future filings how difficult it would be  for the executive or how likely it would
be for you or a business unit to achieve  the undisclosed targets.  General
statements regarding the level of difficult y or ease associated with achieving the
goals are not sufficient.  In discussing how  difficult it will be for an executive or
how likely it will be for you or a busine ss unit to achieve the performance goals,
provide as much detail as necessary w ithout providing information that would
result in competitive harm.  Refer to Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 118.04, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

2. In future filings, please provide a more  detailed discussion of how actual bonus
awards and equity awards for each name d executive officer were determined for
your most recently completed fiscal year.  Please compare actual performance
during the year against the relevant targets.  Also discuss the significance of
individual assessments and any other qualita tive factors.  Tabular disclosure may
be helpful.  If there are material differences  in bonus or equity awards to different
named executive officers, your disclosure should explain why.

Potential Payments upon Termination or Change  in Control, page 20 of Proxy Statement

3. In future filings, please quantify the value of the three years of medical benefits
and potential gross-up payment to Mr. Silb erman.  Refer to Regulation S-K Item
402(j), Instructions 1 and 2.  If you disagree  that you are required to provide this
disclosure, please explain to us the reasons why.
 4. We note that you cross-reference your Outstanding Equity Awards tables for
disclosure of the value that would be realized upon vesting due to a change in control.  In future filings, please provide footnote disclosure to the tables so that
the value that would have been realized assuming a change in control at year-end
is clearly disclosed.  Also, define “c hange in control” for these purposes.

*    *    *    *

Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its

Robert S. Silberman
Strayer Education, Inc.
November 25, 2008
Page 3

management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not fo reclose the Commission from taking any
action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact John Harrington, Attorney-Advisor, at (202 ) 551-3576, or Paul
Fischer, Attorney-Adviser, at (202)  551-415, with any other questions.
        S i n c e r e l y ,            / s /  L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r