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CORRESP
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     CORRESP

[Scientific
Learning Letterhead]

August 5, 2005

Via EDGAR and US mail

Securities and Exchange
Commission
Division of Corporation Finance
Washington, D.C. 20549
Attn: Mr. Larry Spirgel

Mail Stop 3561

Re:
Scientific
Learning Corporation
Form 10-K/A for year ended December 31, 2004, filed May 26,
2005
Form 10-Q for the quarter ended March 31, 2005, filed May 26, 2005
File No.
0-24547

Ladies and Gentlemen:

         The
 following  comprises  our  responses to comments by the staff (the “Staff”) of
the  Securities  and Exchange  Commission  (the “Commission”)  received by
letter dated July 19, 2005 with respect to the our Form 10-K/A for the year ended
December 31, 2004,  filed May 26, 2005,  and Form 10-Q for the quarter  ended March 31,
 2005,  filed May 26, 2005 (such  reports,  collectively,  the  “Reports”).
 Each of the Staff’s comments has been reproduced in italics for convenience of
reference.  Our response follows each comment.  Capitalized  terms used but not defined
herein have the meanings given to them in the Reports, as applicable.

Form 10-K for the year
ending December 31, 2004

Item 7 Management’s
Discussion and Analysis of Financial Condition and Result of Operations

Results of Operations,
page 23

         1. We
note that you attributed the decline in 2004 product revenue compared to 2003 to several
factors such as booked sales, shift in sales mix, change in pricing structure and volume
discounts. Please expand your discussion and analysis to quantify the impact of each
factor. In addition, discuss whether or not you expect the trend to continue or change
and the reasons why. Refer to Item 303(a)(3) of Regulation S-K.

         We
note the Staff’s  comment to quantify the impact of 2003 booked sales. In this
regard,  we  respectfully  refer the Staff to the table set forth in our Form 10-K for
the fiscal  year ended  December  31, 2004 (filed on April 15,  2005)  under  “—Booked
 sales and selling activities” on page 24, which discloses the 8% increase in booked
sales from 2002 to 2003.

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         Because
sales booked in 2004 and in prior periods may be recognized into revenue over periods as
long as five years,  the impact of the shift in sales mix is not  easily  quantifiable.
 We refer the  Staff to the  table set forth in the Form 10-K  under  “—Booked
 sales and selling  activities.”  The effect of such shift is reflected in the
increase from 2003 to 2004 in “Current and long-term  deferred  revenue at end of
period”  which  exceeds the  increase in “Booked  sales” over the same
 period.  The effect is further  reflected  in the $3.2  million increase in “Deferred
 revenue,  long term” as set forth on our balance sheet in our Form 10K/A.  We
advise the Staff that we will continue to include in future  filings a table  consistent
 with that set forth under “—Booked  sales and selling  activities”  that
sets forth our booked sales,  revenues and change in deferred  revenue.  However,  in
lieu of presenting  current and long-term  deferred  revenue at the end of the period on
a combined basis, we will separately  present current  deferred  revenue at the end of
the period and long-term  deferred revenue at the end of the period.

         We
supplementally  advise the Staff that because the sales mix in 2004 was skewed towards
multi-year  contracts  primarily due to a limited number of large contracts, we are
unable to determine whether shift in sales mix constitutes a trend that will continue.

         We
supplementally  advise the Staff that the amount of revenue  attributable to sales of
perpetual software licenses  recognized in 2004 following the change in pricing structure
was less than $700,000.

         With
 respect to volume  discounts,  we advise the Staff that future  filings will  include
our  expectation  that large sales will include volume discounts,  but that the
percentage  discount applicable to a given sale transaction will vary and that the
relative percentage of large sales to small sales in a given quarter may  fluctuate.
 Future  filings will also clarify that because we discount  product  license fees but do
not discount service and support fees, product sales and revenue are  disproportionately
 affected by volume discounting.  We note that  quantitative  data  regarding  large
 sales in the  periods  presented  is set forth in the Form 10-K under  “—Booked
 sales and selling activity.”

Note 1. Summary of
Significant Accounting Policies

Revenue, page 10

         2. Refer to your disclosure
that the Company allocates revenue to each element of a transaction based on VSOE. Since
it appears that you have VSOE on all the elements it is unclear to us why you concluded
that revenue from the sale of software on a perpetual basis should be recognized at the
later of product delivery date or contract start using the residual method.
Addressing the relevant guidance describe for us your basis for your conclusion. In
addition confirm to us that you have VSOE, for all the elements in your arrangements.

         We
respectfully advise the Staff that the statement that “we allocate revenue to each
element of a transaction based upon...VSOE” was not intended to convey that we have
VSOE on all elements. Similar to many software vendors, we have not established VSOE for
the software license element of our transactions. Wherever we have VSOE for all
undelivered elements, but

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not for the delivered perpetual
license, we recognize the license element using the residual methodology in accordance
with the guidance of SOP 98-9. As described in our response to comment number 3, through
late 2004 we did not have VSOE for the Initial Fee (as defined below) charged in connection with our Project
Tracker tool. Subsequent to the discontinuance of the sale of that Initial Fee element,
we believe that we now have VSOE for all elements other than product licenses.  To avoid
any ambiguity, we will clarify our disclosure in future filings to read “The Company
allocates revenue to each element of a transaction based upon its fair value as
determined in reliance on `vendor specific objective evidence’ (“VSOE”) if
VSOE exists for each element”.

         3.
We note your disclosure that sales to your school customers typically include multiple
elements. Describe for us in detail the nature and types of elements included in these
arrangements. In addition, addressing relevant guidance tell us how you determine the
unit of accounting in your arrangements with multiple elements and the applicable revenue
recognition policy.

         Background

         We
supplementally  advise the Staff that our primary products are the Fast ForWord family of
software products,  which products are sold as either perpetual or term licenses.  We
also sell various  services,  primarily product training,  non-complex  installation
 services, conferences,  an online  analysis and reporting tool called  “Progress
 Tracker”  (“PT”),  consulting,  including  data analysis,  and support (“PCS”).

         Prior
to the second  quarter of 2003,  we sold the 2.X  version of the  ForWord  family of
 products,  which  required  an Internet connection in order to operate.  In June 2002,
we introduced  the  Quickstart  version and continued to sell the 2.X version.
 Quickstart is a stand-alone  product and did not require the customer to connect to the
Internet.  In June 2002, we also  introduced PT as an optional  online analysis and
reporting tool. PT is a complementary  product to the core Fast ForWord  products and
cannot function  independently  without the licensed Fast ForWord products.  The Fast
ForWord products, however, can and do operate fully without PT.

         Prior
to December 2004, we charged both a one-time  license fee (“Initial Fee”) for
PT and a recurring  access fee. The Initial Fee did not provide additional software
product to the customer;  it simply allowed the customer to use the web-based service.
 Upon renewal,  the PT access fee for the  subsequent  year was the same as what was
charged in the initial year.  Customers  were under no obligation to renew PT and could
choose not to renew at any time.

         In
December 2004, we made a strategic change in our pricing structure and discontinued the
practice of charging the Initial Fee.

         Analysis

         There
are  essentially  three  scenarios  under which we sell licenses in  multiple-element
 arrangements,  each of which  requires different revenue recognition treatment:

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1.
Perpetual
license sold with PT or its predecessor pre-December 2004;

2.
Perpetual
license sold without PT pre-December 2004 and perpetual license sold with PT
post-December 2004; and

3.
Term-based
licenses.

         We
account for PT as a service and not as a software product because no additional
 functionality or code is delivered to customers in connection with this feature, which
summarizes and analyzes data submitted to our databases and sends reports to the customer.

1.
Perpetual
license sold with PT or it predecessor pre December 2004

         SOP
97-2, as amended by SOP 98-9,  states that if an arrangement  includes multiple
 elements,  any fee should be allocated to each element using VSOE. If sufficient VSOE
does not exist,  all revenue from the  arrangement  should be deferred until VSOE is
established or all elements are delivered.

         VSOE
has not been  established  for PT as a whole (which was comprised of Initial Fee and
ongoing  access)  because the Initial Fee charged  to  access  PT has not been
 reasonably  consistent.  As PT could not be  substantively  separated  into an  initial
 and an  ongoing deliverable,  the entire fee for PT was evaluated for VSOE purposes.
 Consequently,  wherever PT was sold as an element of an arrangement, the entire
 arrangement  fee (Fast ForWord  license,  PCS,  Initial Fee, PT, shrink  wrapped
 product,  and  professional  services) was initially deferred  until PT access had
 commenced,  and then was  recognized  ratably  over the longest  contractual  period
 stated in the contract in accordance with paragraphs 12 and 58(a) of SOP 97-2.

2.
Perpetual
licenses sold without PT pre-December 2004 and perpetual licenses sold with PT
post-December 2004

         For
perpetual  licenses sold without PT, the residual  method of revenue  recognition is
applicable in accordance with SOP 98-9. We have established VSOE for all undelivered
 elements in these  arrangements  (PCS and services) and therefore can allocate the total
fair value to the  undelivered  elements,  as indicated by VSOE, and the difference
 between the total  arrangement  fee and the amount  deferred for the undelivered
elements is recognized as revenue related to the delivered licenses.

         For
 perpetual  licenses  sold with PT post  December  2004,  we  eliminated  the Initial
Fee.  We retained the annual access fee for PT, for
which VSOE has been  established  based on renewals of this service.  Consistent  with
SOP 98-9, we allocate the total fair value to the  undelivered  elements,  as indicated
by VSOE, and the difference  between the total  arrangement fee and the amount deferred
for the undelivered elements is recognized as revenue related to the delivered licenses.

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3.
Term-based
licenses

         We
also sell  term-based  licenses with PCS whereby the PCS is coterminous  with the term of
the license.  Per TPA 5100.53,  if the term of the agreement is less than one year, there
can be no VSOE of PCS. TPA 5100.54  addresses  term-based  licenses greater than one
year and requires  that the renewal rate for PCS be  substantive  compared to the PCS
 included in the  original  contract.  As the PCS term in our arrangements is always
coterminous with the license term and PCS is therefore never sold separately,  there is
no renewal rate specified,  and therefore there cannot be VSOE for PCS sold with a term
license.

         In
 addition,  all term  licenses  are sold with PT. As all term  licenses  are sold with
PT,  there is no  separate  Initial  Fee. Rather,  we charge a separate fee for PT that
is  proportionate  to the length of the term agreement.  As with PCS discussed  above,
the PT is coterminous with the software license.  Since PT is coterminous,  there is no
renewal rate specified,  and therefore there cannot be VSOE over PT.

         As
discussed above,  since VSOE does not exist for PCS when sold coterminous  with a term
based software  license,  paragraph 65 of SOP 97-2 is not  applicable  to  services
 treatment  in such  arrangements.  Therefore,  the  contracted-for  professional
 services in these arrangements,  where there is no VSOE for PCS, may not be treated
 separately from the remainder of the agreement.  All revenue is accordingly bundled and
recognized ratably over the coterminous period of the license term/PCS arrangement.

         4.
Clarify for us the statement made on your press release dated October 19, 2004
indicating that if your Progress Tracker is considered not separable, then 97-2
would require you to recognize all parts of the sale ratably over the Progress Tracker
access term. You also noted that while some of your customers do not buy Progress
Tracker, it is part of most of your sales to the K-12 business. It appears to us that
this statement contradicts the revenue recognition policy on the sale of your perpetual
licenses.

         We
respectfully refer the Staff to our response to Comment #3 above.  Prior to the change in
our pricing strategy in December 2004, Progress Tracker was considered not separable from
the remainder of the arrangement.  Accordingly, we recognized all elements of the sale
ratably over the contractual Progress Tracker service period.  Therefore, our statement
made on October 19, 2004 does not contradict our revenue recognition policy regarding
perpetual licenses.

Item 9A. Controls and
Procedures, page 25

         5.
We note your disclosure that your controls and procedures were not effective as of
December 31, 2004 and that you concluded that there is a material weakness in the Company’s
internal controls. You should provide here or in the MD&A a detailed discussion of the
reasons for the material weakness in the internal controls and the steps that you are
taking to remedy or mitigate the significant deficiency in your internal controls.

         We
respectfully advise the Staff that we will include the following discussion of the
material weakness in Item 4 (“Controls and Procedures”) of Part I of our Form
10-Q for the

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quarterly period ending June 30,
2005:

         In
December 2004, based on our review of a major contract that we booked in June 2004, our
management and the Audit Committee of our Board of Directors concluded that we should
change our revenue recognition method for most of our K-12 school contracts.  This change
in our revenue recognition method reflected a correction in our application of AICPA
Statement of Position 97-2, Software Revenue Recognition (as amended by Statement of
Position 98-9) to our historical K-12 school contracts. As a result of this change, our
management and the Audit Committee of our Board of Directors concluded that we should
restate our historical financial statements for the period from 2000 through June 30,
2004. Controls over the application of accounting policies are within the scope of our
internal control over financial reporting. Therefore, our management concluded that, for
our Form 10-K for the fiscal year ended December 31, 2004, filed on April 15, 2005, there
was a material weakness in our internal control over financial reporting, as defined by
the Public Company Accounting Oversight Board.

         In
addition, in May 2005, in