SecProbe.io

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Mail Stop 3561

      						November 29, 2005

Via U.S. Mail and Fax (714) 427-3013

Mr. Jack D. Massimino
Chief Executive Officer and President
Corinthian Colleges, Inc.
6 Hutton Centre Drive
Suite 400
Santa Ana, CA 92707

	RE:	Corinthian Colleges, Inc.
      Form 10-K for the fiscal year ended June 30, 2005
		Filed September 13, 2005
		File No. 0-25283

Dear Mr. Massimino:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to only the issues
addressed below and will make no further review of your documents.
As such, all persons who are responsible for the adequacy and
accuracy of the disclosure are urged to be certain that they have
included all information required pursuant to the Securities
Exchange
Act of 1934.  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
future 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.

Item 401. Directors, Executive Officers, Promoters and Control
Persons

1. Please refer to your discussion of executive officers on page
15.
Please expand the disclosure to include identification of
significant
employees, such as school managers, pursuant to the guidance in
Item
401(c) of Regulation S-K.  Include a description of the positions
held and any turnover in significant management positions, as
applicable.

Management`s Discussion and Analysis

Restatement of Previously Issued Consolidated Financial
Statements,
page 38

2. Based on your disclosure, it appears as though you have changed
your methodology to calculate pro-rata revenue because you
maintained
more than one method across your schools.  However, by changing
the
schools from a month-end to mid-month convention, you still have
multiple methods (i.e. daily and mid-month).  Please tell us how
you
evaluated the preferability of using a mid-month for some schools
as
compared to a daily methodology for others.  Also, please tell us
whether the use of a daily computation for all schools would be
materially different from the mid-month convention used currently
for
some schools.

3. In order for the reader to fully understand the impact of the
change in revenue recognition, please expand MD&A to discuss the
changes in revenues from period to period using both the previous
methodology and the current methodology for refunds and
externships.

Results of Operations, page 43

4. We note on page 2 that you have grown your business through
opening new branch campuses, remodeling, expanding or relocating
existing campuses and adopting curricula into existing colleges.
We
also note on page 3 that you adopted 71 programs into existing
U.S.
schools and 32 programs into existing Canadian Schools.  Please
expand your discussion of revenues and operating income in MD&A to
quantify changes in revenues and profitability from period to
period
separately for each of these business development strategies.
Also,
please explain how your definitions of "same schools" and "core
growth" fit the above mentioned strategies and quantify the
changes
in revenues and operating income for the respective strategies.
Also, disclose how each of these definitions differ from the term
"organic growth" included in Note 1 to the financial statements on
page 66.  See Financial Reporting Codification Section 501.04 for
guidance.

5. We note on page 4 that you have experienced an increase in the
number of students enrolled in online courses. Please expand MD&A
to
quantify the impact of online enrollment on your revenues from
traditional classroom programs (i.e. to what extent has the
increase
in online enrollment increased overall enrollment and to what
extent
that online enrollment increased at the expense of traditional
classroom enrollment?).

6. Refer to page 12.  We note that your total number of campuses
at
year end has decreased from fiscal 2004 to 2005, while the trend
previously had been an increase in total campuses from year to
year.
Please expand MD&A to discuss this decrease in the number of
campuses
from 2004 to 2005, including the reasons for the decline in
campuses
and the deceleration in growth as evidenced by the number of
acquired
and branched locations opened in 2003, 2004 and 2005.

7. Refer to your discussion of Show Cause Orders and Supplemental
Reports on page 20.  Expand MD&A to quantify the potential impact
on
your financial operations if you were to lose your eligibility to
participate in federal student financial aid programs for these
locations.

8. We note on page 26 that you disclose that all of your schools
exceed the financial ratios required by DOE as part of the
evaluation
of an institution`s financial responsibility.  We also note that
your
schools range from 1.5 to 3.0 in their financial ratios and that
minimum compliance is a ratio of 1.5.  Please disclose the ratio
for
each of your schools, in a manner similar to the disclosure of
your
Cohort Default Rate for each school, and discuss any trends in the
ratios for each school.  See Financial Reporting Codification
Section
501.02 for guidance on the discussion of trends.

9. Please expand your discussion to disclose your revenues and
operating profits in the aggregate for schools on provisional
status
under the Title IV programs and any material changes from period
to
period.

10. We note on page 27 that if more than 90% of your revenues for
the
prior fiscal year are derived from Title IV Programs that you
could
become ineligible to participate in the programs and that your
operations would be materially affected if you were deemed to be
ineligible.  Please describe how you compute the 90% amount in
your
critical accounting policies on page 39, including how you include
revenues not covered by financial aid programs which are later
deemed
to be bad debts (i.e. how does your allowance for doubtful
accounts
and changes in your allowance for doubtful accounts from period to
period affect the computation of revenues under the program, do
you
use other revenues net of allowances or gross and why, and how do
you
define "cash basis" relative to you increasing bad debts each
year?).

11. Refer to the Selected Financial Data on page 36.  We note that
your Starts during the period has increased compared to the
Student
population at end of period (as a ratio, "Starts" to "Students at
end
of period" have increased from 1.31 to 1.36 to 1.46 in fiscal
2003,
2004 and 2005 respectively).  Please revise MD&A to explain the
impact of this trend on your revenues and profitability, as it
appears as though a greater proportion of students are withdrawing
from your programs prior to completion.  Also discuss any
potential
impact of these trends on accreditation and Title IV participation
and increases in marketing costs due to increased student
turnover.

12. Also, discuss the impact of trends in the number of students
enrolled per campus and program, as it appears that the aggregate
enrollment has not kept pace with the increases in campuses and
programs.  Address how such trends affect your costs and
profitability during the periods presented.

13. Refer to the Risk Factor regarding natural disasters on page
57.
Please expand the discussion in MD&A to quantify the anticipated
impact of the effect of Hurricane Katrina or disclose the amount
of
revenues and operating income from schools in the affected area
for
the periods presented.

14. Refer to your discussion of same school revenues on page 43.
Please expand the discussion to explain the reasons for the 13.7%
increase in revenues other than the 0.3% increase in population
and
4.2% increase in average tuition per student, specifically
explaining
the reasons for the other 9.2% increase in revenues from same
schools.

15. We note on page 38 that bonuses and other incentive
compensation
are included in general and administrative expenses.  Please
expand
the discussion of general and administrative expenses to quantify
the
changes due to bonuses and other incentive compensation, if
material.

16. Refer to your discussion of Educational Services on page 44.
Expand the discussion to explain the reason for the increase in
bad
debt expense (from 3.9% to 4.9% of net revenues or a 25.6%
increase
as a percentage of revenues).

17. Refer to the discussion of Impairment, Facility Closing and
Severance Charges on page 44.  Expand the discussion to include
the
reason for and the timing of the decision to cease the
implementation
of the PeopleSoft system.  Please expand the disclosure in Note 10
on
page 89 accordingly.

18. Refer to your discussion of Income from Operations on page 44.
Expand the discussion to explain the reasons for the lower
operating
margins at your campuses or integrate this section with a more in-
depth discussion of your operations within each of the sections
for
revenues and costs based on your different business strategies
(i.e.
additional campuses, new programs within existing campuses, etc.)

19. Refer to your discussion of results of operations for fiscal
2004
compared to 2003 on pages 45 and 46.  Please revise in response to
the above comments, as applicable.

20. Refer to your discussion of Marketing and Admissions on page
46.
Expand the discussion to quantify the changes in marketing costs
due
to additional advertising expenses for FMU compared to additional
marketing expenses due to increase turnover of students, based on
an
increase in the number of student starts compared to students
enrolled at year end.

Financial Statements

Note 1 - Description of the Business and Summary of Significant
Accounting Policies, page 66

21. Refer to your accounting policy for revenue recognition on
page
70.  Please expand the policy to clarify the methodology used to
accrue revenue "pro-rata" in light of the material impact of a
change
from monthly to mid-month included in your restatement.  Explain
the
various methods used (i.e. mid-month convention and daily) and
explicitly state whether there would be any material difference
between the two methods (i.e. would there be a material impact if
all
schools and programs were on the daily method as compared to the
current practice of using two differing methods for computing
"pro-
rata").

Note 9 - Income Taxes, page 87

22. Please expand the disclosure of your net operating loss
carryforwards on page 88 to clarify the financial statement impact
of
the suspension of the use of net operating loss carryforwards for
2003 and 2004 in California, if material.

Note 11 - Commitments and Contingencies, page 90

23. Please expand the disclosure on page 92 to disclose the timing
of
the request by the California Attorney General`s Office.  Please
revise the disclosure on page 31 accordingly.

24. Refer to the first paragraph on page 93.  We note that your
state
that "in addition to the legal proceedings and other matters
described above, the Company is or may be a party to pending or
threatened lawsuits.....any such charge could have a material
adverse
impact.."  Please revise the note to include all disclosures
required
pursuant to paragraphs 9-12 of FAS 5, including an estimate of the
possible range of loss or state that such an estimate cannot be
made.
Each case that is deemed to be a material contingency should be
described in the disclosure.

25. We note on page 29 that you have locations in Ontario that
were
required to issue a promissory note and/or collateral due to the
default sharing program.  Please expand the notes to the financial
statements to quantify the amount of the promissory notes deemed
to
be a contingent liability pursuant to FAS 5.

Note 13 - Governmental Regulation, page 93

26. Please expand the note to explain what is meant by the term
"substantial" compliance.

Item 9A. Controls and Procedures, page 97

27. Please expand the disclosure to clarify why you believe that
the
following did not constitute material weaknesses:
* maintenance of more than one method to calculate pro-rata
revenue
recognition for diploma programs,
* application of accounting policies related to tenant improvement
allowances and
* certain information technology general controls related to
access
and program changes.

28. Refer to the discussion of remediation steps on page 99.
Please
expand the discussion to describe the steps taken to improve your
closing process as it relates to revenue recognition policies.

   *    *    *

	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.
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 in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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 filing or in
response to our comments on your filing.

      As appropriate, please amend your Forms 10-K and 10-Q 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 supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Claire DeLabar, Staff Accountant, at (202)
551-
3349 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
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,

							Larry Spirgel
							Assistant Director

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Mr. Jack D. Massimino
Corinthian Colleges, Inc.
November 29, 2005
Page 7

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