SecProbe.io

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Mail Stop 3561

      							July 8, 2005

Mr. Richard Goldenberg
Chief Financial Officer
EVCI Career Colleges Holding Corp.
1 Van Der Donck Street
2nd Floor
Yonkers, NY  10701

	Re:	EVCI Career Colleges Holding Corp.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 23, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
			File No. 0-14827

Dear Mr. Goldenberg:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Item 8A.  Controls and Procedures, page 38

1. We note your disclosure that "[t]here have been no significant
changes made in our internal controls or in other factors that
could
significantly affect our internal controls subsequent to that
evaluation date."  Item 308(c) of Regulation S-K requires the
disclosure of any change in your internal control over financial
reporting identified in connection with an evaluation thereof that
occurred during your last fiscal quarter (or your fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm for us that
there
was no change in your internal control over financial reporting
that
occurred during your fourth fiscal quarter in 2004 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and revise to
provide
the disclosure required by Item 308(c) of Regulation S-K.

Consolidated Statement of Income, page F-4

2. It appears that the $978,200 loss on settlement of tuition
disallowance that you recognized in fiscal 2004 relates to your
core
operations and should not be classified as other expense in your
income statement.  Please revise or advise.

Notes to Consolidated Financial Statements, page F-7

Note 1.  Summary of Significant Accounting Policies, page F-7

3. Please tell us in detail about your refund policy and how it
relates to your recognition of revenue and related receivables.

Note 5.  Goodwill, page F-11

4. Citing the appropriate accounting literature, please tell us
why
you believe it was appropriate to recognize the arbitration
adjustments and interest in the amount of $314,102 as additional
goodwill in fiscal 2004.

Note 8.  Income Taxes, page F13

5. In future filings, disclose your basis for any material change
to
your valuation allowance.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	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 do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Christine Bashaw, Staff Accountant, at (202)
551-3363 or Carlos Pacho, at (202) 551-3835 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3810 with any other questions.

								Sincerely,

								/s/  Larry Spirgel
								Assistant Director
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Mr. Richard Goldenberg
EVCI Career Colleges Holding Corp.
July 8, 2005
Page 3

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

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