SecProbe.io

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      March 28, 2005

via U.S. mail

John R. Hickey
President and Chief Executive Officer
Renaissance Learning, Inc.
2911 Peach Street
P.O. Box 8036
Wisconsin Rapids, Wisconsin 54495-8036

Re:	Renaissance Learning, Inc.
	Registration Statement on Form S-4
	Filed February 25, 2005
	File No. 333-122993

Dear Mr. Hickey:

	This is to advise you that we limited our review of the above
registration statement to matters concerning the formula-priced
merger consideration and tax opinion disclosure, and we have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review 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.

Outside Front Cover Page of the Prospectus
1. It appears that you have included between the front cover page
of
the registration statement and the table of contents a letter to
the
AlphaSmart shareholders, a notice of special meeting of AlphaSmart
shareholders and what appears to be the prospectus cover page
following the "Additional Information" section.  While we would
not
object to a two page "cover page" consisting of any combination of
above, e.g., a cover letter and prospectus cover page, the length
of
this section in its current form is inconsistent with the
requirements of Item 501 of Regulation S-K and Securities Act Rule
421(d).  In addition, these pages appear to contain redundant
information.  For example, on both the letter to the shareholders
and
the prospectus cover page, you repeat the discussion regarding the
types of merger consideration a shareholder may elect.  Consider
consolidating such information, eliminating repetition where
possible
and moving information not material to a shareholder`s investment
decision to the body of the prospectus.  Revise accordingly.
Ensure
that the disclosure required by Item 501 is located on the outside
cover page of the materials sent to the AlphaSmart shareholders as
opposed to its current location following the "Additional
Information" section.
2. Disclose that the exchange rate may differ from the example as
of
the latest practicable date, that AlphaSmart stockholders may not
know the exchange rate before submitting their vote on the
proposal
to adopt the merger agreement and approve the related transactions
and why step one of the merger may not close on the date of the
special meeting.  What time period, if any, do you anticipate
between
the stockholder vote and the closing of the merger?
3. Expand the first page of your document to state the minimum
number
of shares of Renaisssance stock that holders of AlphaSmart shares
should expect to receive, if the merger occurs.
Summary, page 1
      What AlphaSmart Stockholders Will Receive in the Step One
Merger, page 3
4. Because the consideration shareholders will receive varies in
part
based on fluctuations in the market price of Renaissance common
stock
over a ten-day pricing period, please add to this section an
illustrative table indicating the sensitivity of the exchange
ratios
to changes in market price, using a reasonable range of per share
prices of your common stock and other relevant information.
Provide
a thorough discussion of such information elsewhere in your proxy
statement, where applicable.  In your supplemental response tell
us
why you pick the range of prices used in the requested table, and
tell us how the range of prices compares to the fluctuations in
common stock price that have been experienced over recent periods.
      The Redesignation, page 4
5. Provide in this section an illustrative example demonstrating
how
the cash pro ration factor would be calculated.
6. In your discussion of the redesignation procedures and
continuity
of interest test, you disclose the general effects on a holder of
AlphaSmart common stock in the event that the either the stock
election is oversubscribed or the cash election is oversubscribed
such that the mergers do not satisfy the continuity of interest
test.
Please add to this section a sensitivity analysis, including
illustrative tables, that concisely discusses and demonstrates the
potential effects of the redesignation on what stockholders will
receive.  Use examples to show the extent to which actual merger
consideration may vary from an election as a consequence of the
redesignation.
For example, in the case of an oversubscription of the stock
election, what portion of their payment would the over-subscribers
receive in cash, if the number of shares of AlphaSmart common
stock
elected to be exchanged for Renaissance common stock represented
60%,
80%, 100%, etc., of the outstanding shares of AlphaSmart common
stock
outstanding immediately prior to the effective time of the step
one
merger?
Similarly, quantify the pro rata reduction in cash payment (and
the
corresponding pro rata increase in the stock consideration) in the
event holders of AlphaSmart common stock representing 100%, 90% or
80%, etc. of all AlphaSmart common stock outstanding select the
cash
consideration option.  In addition, would such percentages always
cause the continuity of interest test not to be satisfied or are
there other relevant factors tax counsel would consider?  If so,
identify and discuss such factors.
Finally, you indicate that holders of combination elections might
have a portion of the cash consideration to which they would
otherwise be entitled redesignated as stock.  Provide an
illustrative
example of when this might occur and quantify the reduction in
such
holders` cash election shares in such a scenario.  What is the
potential scope of the adjustments that may occur to the holders`
combination election as a consequence of the redesignation?

Please present the assumptions you use in providing the
sensitivity
analysis to inform stockholders of the potential effects of stock
price fluctuations and variances of the form of consideration
provided from the election by security holders.  Ensure that the
range of reasonably likely outcomes is described in understandable
terms.  Please supplement your disclosure accordingly.
7. Consider providing a 1-800 number that shareholders can call
before the polls close to find out the exact number of shares to
be
issued on a per share basis.

Merger Consideration, page 55
	Changes in Price of Renaissance Common Stock, page 56
8. It appears that there is a strong likelihood that stockholders
will send in their letters of transmittal and election forms along
with their proxy cards based on their understanding that step one
of
the merger will close on the day of the special meeting and
therefore
the exchange rate announced in your press release sent prior to
the
special meeting will ultimately be the actual exchange rate used
in
consummating the transactions.  It also appears that there is a
possibility that between the date such stockholders send in their
election forms and proxy cards and the date of the special
meeting,
that the closing of step one of the merger could be postponed to a
date after the special meeting and the exchange rate could change.
Depending on the date of the closing of step one of the merger,
the
exchange rate might not be determined until the close of business
the
evening before the date of the special meeting.  In such a case,
how
may a stockholder who had previously sent in their election form
and
proxy card change their election and proxy other than by appearing
at
the special meeting or mailing in a new election form and proxy
card?
Have you provided some other mechanism by which shareholders can
quickly make an election or change their vote, e.g. via facsimile
or
touch-tone telephone, if permitted by applicable state law?  We
note
that page 11 of the letter of transmittal and election form
suggests
that mail is the only recommended method of delivery.

Material United States Federal Income Tax Consequences of the
Mergers, page 70
9. Throughout your document, you frequently allude to the
continuity
of interest requirements for a tax-free reorganization under
Section
368(a) of the Internal Revenue Code of 1986.  While you discuss
the
consequences if the acquisition of AlphaSmart does not qualify as
a
reorganization under Section 368, you do not provide a description
of
the continuity of interest test or an explanation of this Internal
Revenue Code section.  Please supplement your disclosure
accordingly.
10. You disclose that completion of the mergers is conditioned
upon
the receipt of tax opinions from counsel, and you then summarize
material United States federal income tax consequences of the
mergers
without explicitly indicating that such discussion represents the
opinion of counsel or of a certified public accountant that you
identify.  Revise accordingly and identify the counsel who is
issuing
such opinions.

Exhibits 5.1 and 8.1
11. Please file the legality and tax opinions as soon as possible.
Note that we may have comments on those opinions, when filed.

Closing Comments

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and 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 informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Please contact Perry Hindin, Staff Attorney, at (202) 942-
2822
with any questions on any other matters. If you require further
assistance, you may contact me at (202) 942-1818 or Barbara C.
Jacobs, Assistant Director at (202) 942-1800.

						Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services
cc:	P. Hindin
	via facsimile
Dennis Connolly
Godfrey & Kahn, S.C.
	(F) (414) 273-5198

Renaissance Learning, Inc.
March 28, 2005
page 1

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