SecProbe.io

June 10, 2010
 James K. Rojas Chief Financial Officer Huron Consulting Group Inc. 550 West Van Buren Street
Chicago, IL 60607

Re: Huron Consulting Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed February 23, 2010 Definitive Proxy Statement Filed March 24, 2010 File No. 000-50976

Dear Mr. Rojas:
 We have limited our review of your filing to  those issues we have addressed in our
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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

James K. Rojas
Huron Consulting Group Inc. June 10, 2010 Page 2

Form 10-K for year ended December 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Results of Operations

 Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

 Segment Results

 Health and Education Consulting

 Revenues, page 44

1. We note that there was a delay in your ability  to recognize performance-based revenues.
To the extent you have recorded revenue in 2009 that was earned in 2008, please tell us
how you have complied with U.S. GAAP or tell us how you determined it was not necessary to record the performance- based revenue in the period earned.
 Financial Statements

Consolidated Statements of Cash Flows, page F-6

2. We note your line items for ‘Impairment charge on goodwill’ and ‘Impairment of
goodwill and intangibles related to discontinued operations.’ On page F-28, you disclose
that $39 million of the $106 million impairmen t charge is reported as discontinued
operations.  Please tell us how you determined  it was not appropriate  to include the $39
million within the line item ‘Impairment of goodwill and intangibles related to
discontinued operations.’
 Notes to Consolidated Financial Statements

 2. Summary of Significant Acc ounting Policies, page F-7

3. Please tell us how you have complied with paragraph 1 of ASC 235-10-50, or tell us how
you determined it was not necessary to include your accounting policy for your deferred compensation plan.

James K. Rojas
Huron Consulting Group Inc. June 10, 2010 Page 3

15. Other Gains, page F-36

4. Please tell us the nature of the gains relating to the release of certai n of your employees
from their non-solicitation agreem ents.  Further, please tell us if these gains are included
in the ‘non-cash gains and other’ adjustment to net income on your Consolidated
Statements of Cash Flows.  To the extent these gains are non-cash, please tell us how you
determined it was appropriate to recogni ze these gains in the current period, and
reference the authorita tive literature management relied upon.
 Schedule 14A

 Executive Compensation, page 18

 5. Please refer to Release 33-8732A, Section II.B.1 (August 29, 2006).  As noted therein,
the Compensation Discussion and Analysis s hould be sufficiently precise to identify
material differences in compensation policies with respect to individual executive officers.  Please tell us the reasons for th e differences in the amounts of compensation
awarded to the named executive officers.  Please also confirm you will include this
disclosure in future filings.  For example, we note that Ms. Delgado and Ms. Sawall received substantially less compensation than the other named executive officers.  Please
see Item 402(b)(2)(vii) of Regulation S-K.

Huron Compensation Program Elements, page 20

 6. We note that you target compensation to within a range of 10% of the median
compensation level of your peer group. To the extent you awarded compensation to an
executive officer that was above or below the targeted level of those in your peer group,
please identify the officer and tell us why you awarded compensation to the officer at a
level that was above or below the target.  Additionally, please confirm you will include
this disclosure in future filings.
 Annual Cash Incentive, page 21

 7. We note that you approved incentive payouts of  75% of target. Please disclose how you
determined this amount.  Please disclose the specific individual and corporate
performance measures that were taken into account in determining the bonus payments
for each named executive officer and how they compared to actual results. For example,
we note that you based incentive levels on revenue and EBITDA performance. Please
disclose the actual target nu mbers for corporate performance and what was achieved.
Please provide this disclosure in future filings and tell us how you intend to comply. Alternatively, tell us why you believe that di sclosure of these targ ets is not required.
Refer to paragraphs (v) and (vii) of  Item 402(b)(2) of Regulation S-K and Instruction 4 to
Item 402(b) of Regulation S-K.

James K. Rojas
Huron Consulting Group Inc. June 10, 2010 Page 4

8. Please disclose how you determined the amount  of the target bonus pool. Please refer to
Item 402(b)(1)(v) of Regulation S-K.
 2009 Summary Compensation Table, page 25

9. We note that almost all of your named execu tive officers received  other compensation
valued at over $10,000.  Please note that if the total value of all per quisites and personal
benefits is $10,000 or more for any named executive officer, then each perquisite or personal benefit, regardless of its amount, must  be identified by type. Additionally, each
perquisite or personal benefit that exceed s the greater of $25,000 or 10% of the total
amount of perquisites and pers onal benefits for that officer must be quantified and
disclosed in a footnote.  Base d on the disclosure in footnote 5, it does not appear that you
have identified all of the per quisites for the named executive officers.  For example, we
note that Mr. Shade received $25,490 in ot her compensation.  However, you have only
identified and quantified the 401k matching co ntribution he received.  Please refer to
Item 402(c)(2)(ix) and Instruction 4 to Item  402(c)(2)(ix) of Regulation S-K.  Please
provide this disclosure in future filings a nd tell us how you intend to comply or advise.

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

James K. Rojas
Huron Consulting Group Inc. June 10, 2010 Page 5

You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at
202-551-3629 if you have questions regarding commen ts on the financial statements and related
matters.  Please contact Stacie Gorman, Atto rney Advisor, at 202-551-3585 or Tom Kluck,
Branch Chief, at 202-551-3233 with any other questions.

Sincerely,

Kevin Woody Branch Chief