SecProbe.io

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      April 25, 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/A1
	Filed April 13, 2005
	File No. 333-122993

Dear Mr. Hickey:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.

General
1. In your letter to us dated April 12, 2005, you indicated that
you
expected that certain amendments to the merger agreement would be
approved by each of the boards of directors of Renaissance
Learning
and AlphaSmart on or about April 20, 2005.  Please confirm whether
or
not this has occurred.

Questions and Answers About the Mergers, page v

	Can I change my election, page vii
2. We note your response to our prior comment 8.  It appears then
that there is no feasible alternative for an investor to change an
election immediately prior to the special meeting other than by
physically appearing at the meeting due to the time involved in
withdrawing one`s original election and submitting another letter
of
transmittal and election form.  Please add language to each of the
sections cited in your response as well as to Exhibit 99.2 to make
this clear to AlphaSmart shareholders.

Summary page 1

      The Redesignation, page 4
3. As discussed with counsel on April 21, 2005, please revise the
penultimate sentence of the second paragraph to reference the
correct
number of shares by which the 45% limit would be exceeded.  In
addition, consider adding a sentence immediately following the
aforementioned sentence to clarify how such number is calculated
in
your specific example.

Continuity of Interest Test, page 5
4. In the last sentence of this section, you indicate that you do
not
believe that an adjustment to combination elections is likely.
Consider adding language similar to that found in the last
sentence
of footnote 1 on page 68 regarding the 99.7% combination election
threshold that would trigger a continuity of interest adjustment.

Material United States Federal Income Tax Consequences of the
Mergers, page 79
5. As discussed with counsel on April 21, 2005, revise the
language
found on page 80 to make it clear that this section constitutes a
tax
opinion of each of your and AlphaSmart`s counsels.  As currently
written, the language appears to imply that this section does not
constitute a tax opinion.  Please make corresponding changes to
all
affected disclosure, including page 10 of your document.

Exhibit 8.2
6. The first sentence of the last paragraph of this tax opinion is
inappropriate because the reader may rely upon counsel`s opinion.
Please obtain a revised opinion.

*              *              *              *
      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) 942-1800.

						Sincerely,

						Barbara Jacobs
						Assistant Director
						Office of Computers and Online
Services
cc:	P. Hindin
	via facsimile
Dennis Connolly and Christopher Cahlamer of Godfrey & Kahn, S.C.
	(F) (414) 273-5198
Renaissance Learning, Inc.
April 25, 2005
page 1

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