SecProbe.io

CORRESP
1
filename1.htm

January
23, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. St., N.E.

Washington,
D.C. 20549

 Re: Request
                                            for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-267892)
                                            of Legacy Education Alliance, Inc. (the “Registrant”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above-captioned
Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become
effective on Tuesday, January 24, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The
Registrant acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and (iii)
the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

    Very
    truly yours,

    LEGACY
    EDUCATION ALLIANCE, INC.

    By:

    /s/
    Barry Kostiner

    Name:

    Barry
    Kostiner

    Title:

    Chief
    Executive Officer