SecProbe.io

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Mail Stop 4561
									October 11, 2005

Mr. Xi Qun Yu
Chief Executive Officer
China Education Alliance, Inc.
80 Heng Shan Rd.
Kun Lun Shopping Mall
Harbin, P.R. China 150090

      Re:	China Education Alliance, Inc.
		Form 10-KSB/A for Fiscal Year Ended December 31, 2004
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		Form 10-QSB for Fiscal Quarter Ended June 30, 2005
		File No. 333-101167

Dear Mr. Yu:

      We have reviewed your above referenced filings 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 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
filings.
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-KSB/A for the Fiscal Year Ended December 31, 2004

Item 1 - Business, page 3

1. We note your disclosure in the Employees section on page 5 that
you currently employ 15 staff members.  Please tell us where the
related compensation expense is recorded in the statement of
operations.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page 13

2. Please tell us what steps your auditor has taken to obtain
competency in US GAAP.

Note 1 - Summary of Significant Accounting Policies and
Organization,
page 18

3. Please explain further to us the nature of your debit cards and
what they enable the end user to purchase.  Further, please advise
us
of the nature of the relationship with your distributors and the
basis on which revenues and related cost of sales are determined
at
the time of sale to these distributors.  Finally, include a
summary
of the revenue cycle in your response.

4. We note your disclosures within the Business section at page 3,
and in the Business sections of your Forms 10-QSB for the fiscal
quarters ended March 31, 2005 and June 30, 2005, that, in addition
to
your debit card sales, you have sales of your self-developed
educational software and of educational books media as well as
provide other services such as text book downloading and
electronic
storage management.  Please tell us how you have considered these
revenue streams in determining your revenue recognition policies.

5. Please provide us with your basis for amortizing communication
equipment over a 10-year useful life.  Please describe the nature
of
the equipment and tell us how you concluded that a 10-year life
was
reasonable.

Item 8A - Controls and Procedures, page 22

6. We note your disclosures regarding the inherent limitations on
the
effectiveness of control systems and that based upon their
evaluation, your CEO and CFO concluded that, "subject to the
limitations noted above, the Company`s disclosure controls are
effective..."  Please revise to state clearly, if true, that your
disclosure controls and procedures are designed to provide
reasonable
assurance of achieving their objectives and that your chief
executive
officer and chief financial officer concluded that your disclosure
controls and procedures are effective at that reasonable assurance
level.  In the alternative, remove the reference to the level of
assurance of your disclosure controls and procedures.  Please
refer
to Section II.F.4 of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238, available on our
website
at <http://www.sec.gov/rules/final/33-8238.htm>.  Please make
conforming changes to your Forms 10-QSB for the fiscal quarters
ended
March 31, 2005 and June 30, 2005.

Item 10 - Executive Compensation, page 28

7. We note your disclosure that your officers and directors do not
presently receive compensation.  Please tell us what accounting
literature you considered in determining whether the value of the
services provided by these persons should be recorded as an
expense
with a corresponding contribution to equity.

      As appropriate, please amend your filings 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 file your cover letter on EDGAR.
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 filings to be certain that the
filings include 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 Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3403 if you have questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief
Mr. Xi Qun Yu
China Education Alliance, Inc.
October 11, 2005
Page 4

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