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CORRESP
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filename1.htm

    United
      States Securities and Exchange Commission

    Washington
      D.C. 20549

    Mail
      Stop
      3561

    Attention:
      Larry Spirgel, Assistant Director

    July
      19,
      2005

            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

    Ladies
      and Gentlemen:

    As
      General Counsel of EVCI, I am writing in response to the comment letter, dated
      July 8, 2005, to Richard Goldenberg from Larry Spirgel.

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

    Item
      8A Controls and Procedures, page 38.

            1.

              We
                confirm to you that there was no change in our internal control over
                financial reporting that occurred during our fourth quarter of 2004
                that
                has materially affected, or is reasonably likely to materially affect,
                our
                internal control over financial reporting.

    We
      will
      revise Item 8A, accordingly, in an amendment to be filed promptly after the
      matters discussed in items 3 and 4 below are resolved to your satisfaction.

    Notes
      to Consolidated Statement of Income, page F-4

            2.

              Our
                financial statements filed with the amendment referred to above will
                be
                revised to report this item as a separate line item of operating
                expense
                in the consolidated statement of income.

      ______________________________________________________________________________

      1
        Van
        Der Donck Street, 2nd
        Floor, Yonkers, NY 10701 TEL (914) 623-0700 FAX (914) 964-8222
        www.evcicareercolleges.com

    United
      States Securities and Exchange Commission

    July
      19,
      2005

    Page
      2

    Notes
      to Consolidated Financial Statements, page F-7

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

            3.

              The
                policy of our schools is to refund tuition and other costs to the
                appropriate governmental agency or to the student in accordance with
                applicable federal, state and accrediting agency regulations.

    Pell
      Grants. If
      a
      student withdraws, or is dismissed, prior to the completion of 61% of the
      semester, Interboro must refund a portion of the student’s Pell grant based on
      the date of withdrawal or dismissal.

    Tap
      Grants. Interboro
      is entitled to retain 100% of a full time student’s TAP grant if the student has
      attended, at least once, classes which totaled together represent 12 or more
      semester hours (which defines full-time in New York). Interboro students
      typically register for 15 or 16 semester hours per term. However, Interboro’s
      policy is not to bill TAP for a student, or record the related revenue and
      accounts receivable, unless the student has attended classes which collectively
      total 12 or more semester hours at least twice.

              Other
                Sources. Interboro’s
                policy is to make refunds of tuition paid in whole or in part from
                sources
                other than federal Pell grants and New York TAP grants (approximately
                5%
                of 2004 revenue) in accordance with the following:

                Withdrawal/
                  Dismissal Date

                Percent
                  of Tuition Refunded

                Prior
                  to start of class

                100

                During
                  1st
                  week of class

                90

                During
                  2nd
                  week of class

                60

                During
                  3rd
                  week of class

                30

                After
                  start of the 4th
                  week of class

                0

    Based
      on
      our prior experience, at the beginning of each semester we establish a refund
      accrual that reduces net revenue and accounts receivable by the amount of
      refunds we estimate we will have to make to, or for the account of, students
      enrolled for that semester. Net revenue and accounts receivable are reduced
      accordingly so that our quarterly financial statements properly reflect refunds
      accrued during the quarter, after giving effect to the adjustment of the refund
      accrual account.

    In
      the
      amendment of EVCI’s Form 10-KSB, we are proposing the following be added as the
      last sentence to the 7th
      paragraph (that discusses revenue recognition) of Note 1:

    Net
      revenues and related receivables are reduced for student refunds of tuition.

      United
        States Securities and Exchange Commission

      July
        19,
        2005

      Page
        3

    Note
      5. Goodwill, page F-11

              4.

              The
                purchase of Interboro was closed on January 14, 2000 and included
                contingent consideration based on earnings levels in future periods.
                According to APB No. 16, Business Combinations, paragraph 80, “additional
                consideration may be contingent on maintaining or achieving specified
                earnings levels in future periods. When the contingency is resolved
                and
                additional consideration is distributable, the acquiring corporation
                should record the current fair value of the consideration issued
                or
                issuable as additional cost of the acquired company.”

    The
      arbitration adjustments and interest related directly to the calculation of
      the
      specified earnings levels that the contingent consideration was based on.
      Accordingly, we believe all of the amounts paid should be reflected as part
      of
      the contingent consideration paid and should be recognized as additional
      goodwill. This accounting treatment is also consistent with paragraph 28 of
      Statement of Financial Accounting Standards No. 41, Business Combinations,
      which
      has subsequently superseded APB No. 18.

    Note
      8. Income Taxes, page F-13

                5.

                The
                  basis for any material change to the valuation allowance will be
                  disclosed
                  in future filings.

    *
      * *
      *

    EVCI
      acknowledges that:

            ·

              EVCI
                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

            ·

              EVCI
                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.

    You
      may
      contact me at (914) 623-0710 (direct) or (914) 623-0700.

              Sincerely
                yours,

              Joseph
                D. Alperin

              General
                Counsel