SecProbe.io

October 26, 2010
 Mr. Ronald J. Packard Chief Executive Officer
K12 Inc.
2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc.
Preliminary Proxy Statement Filed October 8, 2010 File No. 001-33883
 Dear Mr. Packard:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by revi sing your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not  believe changes are
appropriate, please tell us  why in your response.
   After reviewing any amended filing and the information you provide in response to
these comments, we may have additional comments.
Preliminary Proxy Statement

Summary, page 4

1. We note the statement at the end of the third paragraph indicating that “Holdings
agreed to accept Series A Special Stock in lieu of Common Stock or other securities
even though shares of Series A Special Stock would not be freely tradeable…”
However if common stock or other securi ties were issued to Holdings without
registration, those securities would not have been “freely tradeable” either.  Therefore
it is not clear what is the significance of this statement.  Please clarify.

Mr. Ronald J. Packard
K12 Inc. October 26, 2010 Page 2  Effect of Failure to Obtain Stoc kholder Approval of Proposal 1, page 7

2. We note from the second to last paragraph that you are required to take commercially
reasonable actions not prohibited by law that are reasonably necessary to facilitate the
redemption of the Series A Special Stock after July 23, 2011 to the extent required by
the Certificate of Designation.  Please explai n what actions are required after July 23,
2011.

Insider Participation in the Issuance of the Series A Special Stock, page 14

3. Within this section please clarify the relationship between each of KC Distance
Learning, Inc., KCDL Holdings LLC, Learning Group LLC, Knowledge Universe
Education, L.P. and you, both before and to th e extent applicable after the merger.
Please specifically address wh ich entities control which.

The Voting Agreement, page 21

4. We note the stockholders who are party to  the Voting Agreement include Learning
Group Partners, Knowledge Industries LLC and Cornerstone Financial Group LLC.
Please revise to state so.  Further, please explain their affiliation with the seller and
your company.  Also, we note at certain places in your document that you do not
clearly describe the parties or actions involved.  With a view toward presenting
clearer disclosure, please consider revising the document in the appropriate places
(such as your description of the Voting Agreement here and the bottom of page 9) to discuss the specific parties (and their aff iliation to you) involved in the acquisition
and ancillary agreements.
 Background of the Acquisition, page 22

5. We note from the disclosure in the middle of page 15 that you acquired KC Distance Learning, Inc. from KDCL Holdings, Inc.  for 2,750,000 shares of Series A Special
Stock.  We also note from the top of pa ge 22 that Holdings is controlled by
Knowledge Universe L.P.   Further, th e table on page 29 shows that Learning Group
LLC beneficially owns about 17% of your company or, as disclosed at the top of page 14, Learning Group and its affiliates ow n 5,256,527 shares of common stock.  The
fourth full paragraph on page 5 states the Series A Special Stock will convert into
2,750,000 shares of common stock and, when this amount is added to shares held by Learning and its affiliates, it will hold about 8,006,527 shares of common stock which
is also disclosed at the top of page 14.

You also state in the middle of page 10 th at the Board of Dir ectors was aware that
Learning Group and its affiliates held a significa nt interest in K12 and had interests in
the acquisition of KCDL and the issuance of Series A Special Stock that are different
from other stockholders.  Please tell us in more detail what  were the special interests

Mr. Ronald J. Packard
K12 Inc. October 26, 2010 Page 3
of Learning Group and its affiliates in the transaction and how the Board considered
these interests consistent with its fiduci ary duties.  Further, please explain the
relationship between Learning Group a nd its affiliates, on the one hand, and
Knowledge Universe on the other hand.  In this  regard, we note your  disclosure at the
top of page 22 that your officers and empl oyees have previously been employed by
affiliates of Knowledge Universe and your disclosure under the Limited Guarantee section on page 21 that Learning Gr oup is an affiliate of Holdings.

6. Each presentation, discussion, or report held with, or presented by, an outside party that is materially related to  the transaction, whether oral  or written, is a separate
report that requires a reasonably detailed de scription meeting the requirements of
Item 1015(b) of Regulation M-A.  This requirement applies to both preliminary and final reports.  Please revise your disclosure  to account for all ma terial interactions
with Duff & Phelps, LLC.  Your disclosure i ndicates that in additi on to preparation of
their fairness opinion, Duff & Phelps acted as your financial advisor, both before and after formal engagement, and performed due diligence tasks.
 Opinion of Duff & Phelps, LLC, page 27

7. We note that the description in the pr oxy statement regardi ng the relationship
between Duff & Phelps and you does not provide a narrative and quantitative
description of the fees paid or to be paid to Duff & Ph elps.  Please revise the proxy
statement to provide such disclosure.
8. Please describe the particular financial analyses Duff & Ph elps conducted to arrive at
their fairness opinion and any material underlying data and information.  Your
discussion should include, but not be limite d to, Duff & Phelps’s comparison of you
and KC Distance Learning, Inc. to certain other publicly traded companies and their
comparison of the proposed transaction to other business combination transactions.

9. Please disclose in the proxy statement all material estimates, evaluations, forecasts, and projections provided to Duff & Phelps as well as the bases for, and the nature of,
the material assumptions unde rlying the items provided.

10. Please provide us with any analyses, reports, presentations or other similar materials, including the projections and board books , provided to, or prepared by, Duff &
Phelps in connection with rendering its fairness opinion.  We may have further comments upon receipt of these materials.  Al so, please provide us with a copy of the
engagement letter.

Mr. Ronald J. Packard
K12 Inc. October 26, 2010 Page 4
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments 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.

Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-
3810 with any questions.
Sincerely,
     /s/ Larry Spirgel
                                                                Larry Spirgel
        A s s i s t a n t  D i r e c t o r    CC: William B. Sorabella, Esq.
Via Facsimile: (212) 446-6460