SecProbe.io

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 May 29, 2025

Daniel Jackson
Executive Vice President and Chief Financial Officer
Strategic Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

 Re: Strategic Education, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-21039
Dear Daniel Jackson:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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</DOCUMENT>

CORRESP
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 Document May 23, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7010   RE: Strategic Education, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 27, 2025 File No. 000-21039 Dear Mr. Rhodes and Ms. Li: On behalf of Strategic Education, Inc. (“SEI” or the “Company”), we respectfully submit below SEI’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated May 14, 2025, and SEI’s proposed compliance with such comments in future filings. For your convenience, we have set forth below the Staff’s comment in italics, followed by SEI’s response thereto. Form 10-K for the Fiscal Year Ended December 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 66 1. It appears you do not include any non-GAAP adjustments in your adjusted revenue reconciliation. As such, please remove the revenues line item from your reconciliation of reported to adjusted results of operations. Refer Question 102.10(c) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. We acknowledge the Staff’s comment and undertake that in future filings, commencing with the Q2 2025 Form 10-Q and earnings release, we will exclude any line items that do not have a corresponding non-GAAP adjustment for the periods presented. 2. Please revise your reconciliation of the adjusted results of operations on a constant currency basis on page 68 to begin with the most comparable GAAP measures. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10(b) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. We acknowledge the Staff’s comment and undertake that in future filings, commencing with the Q2 2025 Form 10-Q and earnings release, we will revise our reconciliation of adjusted results of operations on a constant currency basis to begin with the most comparable GAAP measures. * * * Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at 703-713-1862. Thank you.   Very truly yours,         /s/ Daniel W. Jackson     Daniel W. Jackson     Executive Vice President and Chief Financial Officer

<DOCUMENT>
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<TEXT>
 May 14, 2025

Daniel Jackson
Executive Vice President and Chief Financial Officer
Strategic Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

 Re: Strategic Education, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-21039
Dear Daniel Jackson:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 66

1. It appears you do not include any non-GAAP adjustments in your adjusted
 revenue reconciliation. As such, please remove the revenues line item
from your
 reconciliation of reported to adjusted results of operations. Refer
Question 102.10(c)
 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
2. Please revise your reconciliation of the adjusted results of operations
on a constant
 currency basis on page 68 to begin with the most comparable GAAP
measures. Refer
 to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10(b) of the
Non-GAAP
 Financial Measures Compliance and Disclosure Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 May 14, 2025
Page 2

 Please contact Blaise Rhodes at 202-551-3774 or Suying Li at
202-551-3335 if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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January 6, 2020
Daniel Jackson
Chief Financial Officer
Strategic Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171
Re:Strategic Education, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 000-21039
Dear Mr. Jackson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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December 20, 2019

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn:                    Ms. Suying Li

Mr. Rufus Decker

RE:                       Strategic Education, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 1, 2019

Form 8-K Filed November 7, 2019

File No. 000-21039

Dear Ms. Li and Mr. Decker:

Strategic Education, Inc. (“SEI” or the “Company”) respectfully submits below SEI’s responses to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated December 12, 2019. For your convenience, we have set forth below the Staff’s comments in italics, followed by SEI’s responses thereto.

Form 10-K for the Fiscal Year Ended December 31, 2018

Consolidated Financial Statements

Consolidated Balance Sheets, page 77

1.              Please separately disclose accounts payable and accrued expenses. Also, disclose the significant components of accrued expenses, as required. Refer to Rules 5-02.19 and .20 of Regulation S-X.

We acknowledge the Staff’s comment and undertake that in future filings we will separately disclose accounts payable and accrued expenses, as well as significant components of accrued expenses as required.

Form 8-K Filed November 7, 2019

Exhibit 99.1

Non-GAAP Financial Measures

Unaudited Reconciliation of Non-GAAP Financial Measures

Adjusted Income From Operations, Adjusted Net Income, and Adjusted EPS, page 9

2.                    In reconciling non-GAAP amounts to GAAP amounts, you present a full non-GAAP income statement. Please tell us how you considered the guidance in Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

We acknowledge the Staff’s comment and undertake that in future filings with the Securities and Exchange Commission and earnings releases we will reconcile our non-GAAP measures to the most directly comparable GAAP measures without presenting a full non-GAAP income statement.

*   *   *

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at 703-713-1862. Thank you.

Very   truly yours,

/s/   Daniel W. Jackson

Daniel   W. Jackson

Executive   Vice President and Chief Financial Officer

December 12, 2019
Daniel Jackson
Chief Financial Officer
Strategic Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171
Re:Strategic Education, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 1, 2019
Form 8-K Filed November 7, 2019
File No. 000-21039
Dear Mr. Jackson:
            We have reviewed your filings 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Consolidated Financial Statements
Consolidated Balance Sheets, page 77
1.Please separately disclose accounts payable and accrued expenses.  Also, disclose
the significant components of accrued expenses, as required.  Refer to Rules 5-02.19 and
.20 of Regulation S-X.

 FirstName LastNameDaniel Jackson
 Comapany NameStrategic Education, Inc.
 December 12, 2019 Page 2
 FirstName LastName
Daniel Jackson
Strategic Education, Inc.
December 12, 2019
Page 2
Form 8-K Filed November 7, 2019
Exhibit 99.1
Non-GAAP Financial Measures
Unaudited Reconciliation of Non-GAAP Financial Measures
Adjusted Income From Operations, Adjusted Net Income, and Adjusted EPS, page 9
2.In reconciling non-GAAP amounts to GAAP amounts, you present a full non-GAAP
income statement.  Please tell us how you considered the guidance in Question 102.10 of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Strayer Education, Inc.

Making education achievable for working adults

Via EDGAR

December 6, 2017

Mr. Paul Fischer
 Staff Attorney
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549-7010

Re:                             Strayer Education, Inc.
 Registration Statement on Form S-4
 Originally filed on November 20, 2017
  File No. 333-221682

Ladies and Gentlemen,

Reference is made to the Registration Statement on Form S-4 (File No. 333-221682), as amended (the “Registration Statement”) filed by Strayer Education, Inc. (the “Company”) with the U.S. Securities and Exchange Commission. The Company hereby requests the Registration Statement be made effective at 2:00 p.m. Eastern time, on December 8, 2017, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Act of 1933, as amended.

If the Staff has any questions or comments concerning this letter, or if you require additional information, please feel free to contact Christian O. Nagler of Kirkland & Ellis LLP at (212) 446-4800 or by email at christian.nagler@kirkland.com.

Very truly yours,

By:

/s/ Daniel W. Jackson

Daniel W. Jackson

Executive Vice   President and

Chief Financial Officer

Strayer   Education, Inc.

cc:                                Christian O. Nagler, Esq.

2303 Dulles Station Boulevard • Herndon, VA 20171

Phone 703-247-2500 • www.strayereducation.com

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Strayer Education, Inc.

Making education achievable for working adults

Via EDGAR

December 4, 2017

Mr. Paul Fischer

Office of Telecommunications

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:                             Strayer Education, Inc.
 Registration Statement on Form S-4
 Filed on November 20, 2017

File No. 333-221682

Ladies and Gentlemen,

I am writing on behalf of Strayer Education, Inc. (the “Company”) in response to the comments of the staff in the Office of Telecommunications in the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance dated November 30, 2017 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-4, as filed with the Commission on November 20, 2017 (the “Registration Statement”).

This letter and the Company’s Amendment No. 1 to the Registration Statement (“Amendment No. 1”) are being filed with the Commission electronically via the EDGAR system today.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.

Comparative Historical and Unaudited Pro Forma Per Share Data, page 32

1.                                      Please provide equivalent pro forma per share data for Capella as required by Item 3(f) of Form S-4.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 32-33 to include equivalent pro forma per share data as required by Item 3(f) of Form S-4.

2303 Dulles Station Boulevard · Herndon, VA 20171

Phone 703-247-2500 · www.strayereducation.com

2.                                      Refer to the per share data disclosed on page 33. Please explain to us how you calculated pro forma cash dividends paid per share and tell us why you believe the amounts reported are appropriate.

RESPONSE:

The pro forma cash dividends paid per share has been revised in response to this comment. The pro forma cash dividends paid per share now reflects Strayer’s historical dividend per share declared and paid in the respective period assuming no change in the dividend policy following the merger. Assuming a continuation of the $1.00 per year dividend policy on the pro forma shares outstanding at September 30, 2017, the total annual cash commitment for dividends would be approximately $22 million.

Strayer and Capella Unaudited Pro Forma Condensed Combined Financial Statements
 3. Estimation of Consideration Transferred and Assets to be Acquired and Liabilities to be Assumed, page 147

3.                                      We note your preliminary allocation of the purchase consideration to identified intangible assets. Please explain to us your consideration of whether or not additional intangible assets should be identified and valued in your pro forma information, such as those arising from accreditations, designations, licensing, Title IV and affiliate or similar agreements, in accordance with ASC 805-20-25-10.

RESPONSE:

We considered these and other intangible assets to be identified and valued in accordance with ASC 805-20-25-10 in our preliminary pro forma information, but believe any value is materially subsumed in the existing valuation of the Student Relationships intangible asset which was valued on an excess earnings approach and was not reduced for a contributory asset charge related to these additional intangible assets. Further, given the value and useful life assigned to the Student Relationships asset, management concluded that the impact of separately identifying and amortizing any additional assets apart from the Student Relationships would not be material to the pro forma financial statements. As more information becomes available and is evaluated by management, the Company will further refine this preliminary estimate in the recording of the opening balance sheet upon closing.

* * *

Please direct any questions that you may have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Christian O. Nagler of Kirkland & Ellis LLP at (212) 446-4660.

Very truly yours,

By:

/s/ Daniel W. Jackson

Daniel W. Jackson

Executive Vice   President and

Chief Financial Officer

Strayer   Education, Inc.

cc:                                Christian O. Nagler, Esq.

2

November 30, 2017
Daniel Jackson
Chief Financial Officer
Strayer Education Inc.
2303 Dulles Station Boulevard
Herndon, Virginia 20171
Re:Strayer Education Inc.
Registration Statement on Form S-4
Filed on November 20, 2017
File no. 333-221682
Dear Mr. Jackson:
            We have limited our review of your registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed November 20, 2017
Comparative Historical and Unaudited Pro Forma Per Share Data, page 32
1.Please provide equivalent pro forma per share data for Capella as required by Item 3(f) of
Form S-4.
2.Refer to the per share data disclosed on page 33.  Please explain to us how you calculated
pro forma cash dividends paid per share and tell us why you believe the amounts reported
are appropriate.
Strayer and Capella Unaudited Pro Forma Condensed Combined Financial Statements
3. Estimation of Consideration Transferred and Assets to be Acquired and Liabilities to be

 FirstName LastNameDaniel  Jackson
 Comapany NameStrayer Education Inc.
 June 16, 2017 Page 2
 FirstName LastName
Daniel  Jackson
Strayer Education Inc.
November 30, 2017
Page 2
Assumed, page 147
3.We note your preliminary allocation of the purchase consideration to identified intangible
assets.  Please explain to us your consideration of whether or not additional intangible
assets should be identified and valued in your pro forma information, such as those
arising from accreditations, designations, licensing, Title IV and affiliate
or similar agreements, in accordance with ASC 805-20-25-10.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joseph Kempf, Senior Accountant, at 202-3352 or Robert S.
Littlepage, Accountant Branch Chief at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415 or Larry Spirgel, Assistant Director, at 202-551-3810 with any other
questions.
Division of Corporation Finance
Office of Telecommunications

Mail Stop 3720

October 13 , 2016

Karl McDonne ll
Chief Executive Officer
Strayer Education , Inc.
2303 Dulles Station Boulevard
Herndon, Virginia 20171

Re:  Strayer Education , Inc.
Form  10-K for Fiscal Year Ended December 31, 201 5
Filed February  19, 2016
Form 10 -Q for Fiscal Quarter  Ended June 30, 2016
Filed July 28, 2016
File No. 000 -21039

Dear Mr. McDonnell :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommuni cations

cc: Daniel W. Jackson, CFO

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Strayer Education, Inc.

Making education achievable
for working adults

September 28, 2016

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    RE:
    Strayer
    Education, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2015

    Filed
    February 19, 2016

    Form
    10-Q for Fiscal Quarter Ended June 30, 2016

    Filed
    July 28, 2016

    File
    No. 000-21039

Dear Mr. Spirgel:

On behalf of
Strayer Education, Inc. (“Strayer” or the “Company”), we respectfully submit below Strayer’s response
to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated
September 21, 2016, and Strayer’s proposed compliance with such comments in future filings. For your convenience, we have
set forth below the Staff’s comment in italics, followed by Strayer’s response thereto.

Form 10-Q
for the Fiscal Quarter Ended June 30, 2016

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 22

 1. Tell
                                         us how new student enrollments decreased by 7% but total enrollments increased.

Changes in total
student enrollments result from changes in the number of new students and continuing students. New students represent approximately
20% of our total student enrollment each year, while the other 80% are continuing students. Therefore, increases in our continuing
student enrollment have a larger impact on total enrollment and can result in total enrollment increases, even when new student
enrollments are decreasing.

Form 10-K
for Fiscal Year Ended December 31, 2015

Item 1. Business,
page 1

Industry
Background, page 2

2303 Dulles Station
Boulevard • Herndon, VA 20171

Phone 703-247-2500
• www.strayereducation.com

 2. We
                                         note your inclusion of statistics for college enrollments for 2014 and 2015. You should
                                         also provide comparable statistics for for-profit-only colleges.

In future filings
we will provide comparable statistics for for-profit-only colleges. An example of our proposed disclosure is as follows:

“According
to the National Student Clearinghouse Research Center, college enrollment in all sectors declined 1.3% and 1.7% in fall 2014 and
2015, respectively. Enrollment at investor-funded colleges declined 0.4% and 13.7% in fall 2014 and 2015, respectively.”

Regulation,
page 10

Gainful Employment,
page 17

3. We note
that the new regulations went into effect on July 1, 2015 and that you have provided the required information to the Department
of Education. Disclose your current annual income rate and discretionary income rate ratios.

The Gainful
Employment regulations that went into effect on July 1, 2015 required institutions each year to report to the Department of Education
certain information for each student enrolled in a Gainful Employment program who received Title IV funding. The Department of
Education then combines that information with proprietary government data, such as Social Security Administration income data,
to calculate and report back to the institutions their annual income rates and their discretionary income rate ratios. Institutions
do not have the ability to calculate these rates on their own. To date, the Department of Education has not released the annual
income rate and discretionary income rate ratios for any institution, and it remains unclear when that release will be made.

* * *

Pursuant
to your comment letter, on behalf of Strayer, we hereby acknowledge that:

 · Strayer
                                         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

 · Strayer
                                         may not assert Staff comments as a defense in any proceeding initiated by the Commission
                                         or any person under federal securities laws of the United States.

Should any member
of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at 703-713-1862. Thank you.

    Very truly yours,

    /s/ Daniel W. Jackson

    Daniel W. Jackson

    Executive Vice President and Chief Financial
    Officer

2303 Dulles Station
Boulevard • Herndon, VA 20171

Phone 703-247-2500
• www.strayereducation.com

Mail Stop 3720

September 2 1, 2016

Karl McDonne ll
Chief Executive Officer
Strayer Education , Inc.
2303 Dulles Station Boulevard
Herndon, Virginia 20171

Re:  Strayer Education , Inc.
Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February  19, 2016
Form 10 -Q for Fiscal Quarter  Ended June 30, 2016
Filed July 28, 2016
File No. 000 -21039

Dear Mr. McDonnell :

We have reviewed your filing s and have the following comment s.  Please comply with
the comment s in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply .

Please respond to th ese comment s within ten business days by providing the requested
information or advise us as soon as poss ible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing  your response , we may have additional comments.

Form 10 -Q for Fiscal Quarter  Ended June 30, 2016

Management’s Discussion and Analysis  of Financial Condition and Results of Operations, page
22

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015, page 27

1. Tell us how new student enrollments decreased by 7% but total enro llments increased.

Karl McDonnell
Strayer Education , Inc.
September 21 , 2016
Page 2

 Form 10 -K for the Fiscal Y ear ended December 31, 2015

Item 1. Business, page 1

Industry Background, page 2

2. We note your inclusion of statistics for college enrollments for 2014 and 2015.  You
should also provid e comparable statistics for for -profit -only colleges.

Regulation, page 10

Gainful Employment, page 17

3. We note that the new regulations went into effect on July 1, 2015 and that you have
provided the required information to the Department of Education.  Disclose your  current
annual income rate and discretionary income rate ratios.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules 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 respo nding to our comment , please provide 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.

Karl McDonnell
Strayer Education , Inc.
September 21 , 2016
Page 3

You may contact Dean Suehiro , Senior Staff Accountant , at (202) 551-3384, or Robert
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have any questions regarding the
financial statements and related matters.  Please contact  Gregory Dundas, Attorney -Advisor, at
(202) 551 -3436,  or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Daniel W. Jackson, CFO

November 10 , 2014

Via E -mail
Karl McDonnell
Chief Executive Officer
Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

Re: Strayer Education, Inc.
Form 10-K for Fiscal  Year Ended  December 31, 201 3
Filed February 26 , 201 4
  File No. 000 -21039

Dear Mr. McDonnell :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

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Strayer
Education, Inc.

Making
education achievable for working adults

November 5, 2014

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

    RE:
    Strayer Education, Inc.Form 10-K for the Fiscal Year Ended December
31, 2013

Filed February 26, 2014

Response Dated October 8, 2014

File No. 000-21039

Dear Mr. Spirgel:

On behalf of Strayer Education, Inc. (“Strayer”
or the “Company”), we respectfully submit below Strayer’s response to the comments of the Staff (the “Staff”)
of the Securities and Exchange Commission contained in your letter dated October 22, 2014. For your convenience, we have set forth
below the Staff’s comment in italics, followed by Strayer’s responses thereto.

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

Critical Accounting Policies, Revenue Recognition,
page 39

1. We note your response to comment 1. Please disclose the criteria for initial and continuing
eligibility in the Graduation Fund program.

The following disclosure about the
criteria for initial and continuing eligibility in the Graduation Fund program is included in our Form 10-Q for the quarterly period
ended September 30, 2014 and will be included in future filings where appropriate:

“New students registering
in credit-bearing courses in any undergraduate program for the summer 2013 term (fiscal third quarter) and subsequent terms qualify
for the Graduation Fund. Students must meet all of the University’s admission requirements and not be eligible for any previously
offered scholarship program. Our employees and their dependents are not eligible for the program. To maintain eligibility, students
must be enrolled in a bachelor’s degree program, and they become ineligible to participate in the Graduation Fund if they
have more than one consecutive term of non-attendance. In their final academic year, students will receive one free course for
every three courses that were successfully completed.”

    1

Financial Statements

Note 2. Significant Accounting Policies

Revenue Recognition, page 52

2. Revise to disclose your refund policy for all services provided.

We have disclosed our refund policy
for all services in our Form 10-Q for the quarterly period ended September 30, 2014 as follows:

“Our refund policy typically
permits students who complete less than half of a course to receive a partial refund of tuition for that course. Refunds reduce
the tuition revenue that would have otherwise been recognized for that student. Since our academic terms coincide with our financial
reporting periods, all refunds are processed and recorded in the same quarter as the corresponding revenue. The amount of tuition
revenue refundable to students may vary based on the student’s state of residence. Unused books and related academic materials
may be returned for a full refund within 21 days of the start of class, but purchases of electronic content are not refundable
once downloaded. Revenues derived from fees are not eligible for a refund.”

3. With respect to the education services provided by Strayer Education, please tell us if you
reassess collectability of tuition and fees after a student withdraws from a course, the institution, or otherwise loses Title
IV eligibility. To help us better understand your accounting policy, please provide us with the following information:

Strayer Education, Inc. conducts
its operations through its wholly owned subsidiary, Strayer University (the “University), which is an accredited institution
of higher education providing undergraduate and graduate degrees in various fields of study. Like many traditional institutions,
the University operates on a quarter system having four academic terms, which coincide with our quarterly financial reporting periods.
A typical class is offered in weekly increments over a ten-week period and is followed by an exam. Tuition revenue is recognized
ratably in the quarter of instruction as we provide academic services in a given term.

Our students finance their education
in a variety of ways, and historically about three quarters of our students participated in one or more Title IV programs. In addition,
many of our working adult students finance their own education or receive full or partial tuition reimbursement from their employers.
Those students who are veterans or active duty military have access to various government-funded educational benefit programs.
After providing evidence of an acceptable method of payment, a student is able to complete his or her registration and attend class.

    2

Students who withdraw from a course
may be eligible for a refund of tuition charges based on the timing of the withdrawal. We use the student’s last date of
attendance for this purpose. Student attendance is based on physical presence in class for on ground classes, and for online classes
attendance consists of logging into one’s course shell and performing an academically related activity (e.g., engaging in
a discussion post or taking a quiz).

For undergraduate students who
withdraw from all their courses during the quarter of instruction, we reassess collectibility of tuition and fees for revenue
recognition purposes. We began this practice in the second quarter of 2014 when we modified our accounting policy for these circumstances.
For accounting purposes, we cease revenue recognition when the student fully withdraws from all of his or her courses in the academic
term. Tuition charges billed in accordance with our billing schedule may be greater than the pro rata revenue amount, but the
additional amount is not recognized as revenue unless it is collected in cash.

Prior to the second quarter of 2014,
we did not reassess the collectibility of student tuition and fees for revenue recognition purposes after the student withdrew
from all of his or her courses. However, when we modified this accounting policy, we calculated the impact this change would have
had on revenues and income before income taxes for the years ended December 31, 2013, 2012 and 2011, assuming the reassessment
of collectibility occurred during these financial years. Given our practice of reserving for student balances based on historical
collection experience, the impact to the Company’s financial statements was immaterial, representing 0.3% of revenue in each
period, and 0.3%, 0.1%, and 0.3% of income before income taxes in each respective period.

For students who
remain enrolled in Strayer University throughout an academic term, even if they withdraw from some of their courses,
revenue is recognized, net of refunds, because collectibility of the student’s revenue is reasonably assured based on
our historical experience.

For students who receive
funding under Title IV, funds are subject to return provisions as defined by the Department of Education. If Title IV funds
are returned to the Department of Education, the student is responsible for paying the amount of prorated tuition charged to
him or her. Loss of financial aid eligibility during an academic term is rare and would normally coincide with the
student’s withdrawal from the institution. As discussed above, we cease revenue recognition upon an undergraduate
student’s withdrawal from all of his or her classes in an academic term.

Additional responses are provided
below in the order presented.

 ● tell us about the academic terms for
online and campus-based institutions and if classes are taken simultaneously or consecutively;

Similar to traditional institutions,
Strayer University operates on a quarter system with four academic terms -- Fall, Winter, Spring, and Summer. An academic term
is typically 10-weeks of class followed by an exam. We also offer 5-week undergraduate mini-sessions during a quarter. These four
academic terms coincide with our quarterly financial reporting periods.

    3

Our courses
are offered “on-ground” at our physical campus locations and online. Courses generally start and stop at the same
time during a given term regardless of whether they are on-ground or online classes. All our courses, including the 5-week undergraduate
mini-sessions, are offered within academic terms which coincide with our quarterly financial reporting periods. Our students may
take more than one course in a given term (i.e., simultaneously), and on average take approximately two courses per term.

 ● tell
                                         us how you are notified when a student withdraws from a course and/or the institution
                                         and how you determine that a student has officially withdrawn from the institution;

A
student’s withdrawal from a course is determined in one of two ways. A withdrawal can occur when a student informs us of
his or her intention to withdraw from a course. In this instance, a withdrawal request is processed typically within one week
of notification. More often, a withdrawal from a course occurs administratively (i.e., without formal notification from the student)
after four consecutive, unexcused absences.

Students
are considered withdrawn from the institution after more than three consecutive terms of non-attendance. After this point, a student
would have to reapply for admission. However, for purposes of our accounting analysis, a student is considered withdrawn from
the institution within any term that he or she withdraws from all of his or her classes in the academic term.

When
a student withdraws from a course, whether we are notified or whether in the form of an administrative withdrawal, the student’s
last date of attendance is used to determine the prorated tuition refund amount for which the student is eligible. Attendance
may be in the form of a student’s physical presence in a campus-based course or, for an online course, login plus participation
in academically related activities. Student attendance is tracked in our student information system for each class in which a
student is enrolled.

 ● tell
                                         us how revenue is recognized for a particular course if a student withdraws from the
                                         institution before and after the institution’s refund period elapses, if any;

During
a given academic term, revenue for a student is recognized over the period of instruction using the University’s policy
for tuition charges and refunds. However, for undergraduate
students who withdraw during an academic term, the amount of revenue recognized
is adjusted to reflect only the academic services delivered on a pro-rata basis up to the withdrawal date and not the amount billable
to the student under the University’s tuition policies, which is always the same or greater. Any additional amounts owed
to the University are recorded as revenue only upon collection. The withdrawal date is the earlier of the date the student requested
an official withdrawal or, for administrative withdrawals, after four consecutive absences from classes.

    4

Since
we recognize revenue on a pro-rata basis as academic services are being provided for students who withdraw during the academic
term, the elapsing of the refund period does not affect the amount of revenue recognized. The elapsing of the refund period would
however affect the amount of tuition billed to the student which is always the same or greater than the revenue recognized.

 ● tell
                                         us how revenue is recognized for a particular course if a student withdraws from the
                                         institution before earning 100% of the Federal Student Aid funds he or she was scheduled
                                         to receive during the period; and

As
described above, for an undergraduate
student who withdraws from all of his or her classes, revenue is recognized ratably from the start of the
academic term through the date it is determined the student has withdrawn from all of his or her classes. The amount of revenue
recognized is not affected by the percentage of the Federal Student Aid funds earned by the student at the student’s withdrawal
date. We have addressed separately in this letter the accounting treatment if Title IV funds are returned to the Department of
Education.

 ● tell
                                         us about your historical collections experience with students who become responsible
                                         for tuition and related fees due to withdrawal or loss of financial aid eligibility.

Our
collections experience for undergraduate
students who become responsible for tuition and related fees due to withdrawal from the institution
or loss of financial aid eligibility is that less than half of such amounts due are ultimately collected. Given this experience,
we cease further revenue recognition on undergraduate
students upon full withdrawal from the institution. Loss of financial aid eligibility
during an academic term is rare and would normally coincide with the student’s withdrawal from the institution.

For
tuition receivable from  students at the time of withdrawal, we establish an adequate allowance for doubtful accounts in accordance
with our reserve methodology. At the end of each academic term (which coincides with our quarterly financial reporting schedule),
we apply an allowance against outstanding receivables based upon historical collection rates. Our experience is that payment of
such balances is significantly influenced by whether the student returns to the institution as we require students to make payment
arrangements for their outstanding balances prior to enrollment. Therefore, we monitor outstanding tuition receivable balances
through subsequent terms, increasing the reserve on such balances over time as the likelihood of returning to the institution
diminishes and our historical experience indicates collection is less likely. Our bad debt expense as a percentage of net revenue
was 4.4%, 4.2%, and 4.0% for the twelve months ended December 31, 2013, 2012 and 2011, respectively.

    5

Note
5. Restricted Cash, page 52

 4. Please
                                         tell us and disclose the amounts of any funds restricted for return of Title IV funds
                                         to the Department of Education. If not considered restricted funds, please advise us
                                         of the rationale.

Because
we provide services during academic terms which coincide with our quarterly financial reporting periods, we typically do not have
any amounts restricted for return of Title IV funds to the Department of Education as of our reporting period dates. The following
disclosure was included in our Form 10-Q for the quarterly period ended September 30, 2014, and we will continue to include this
disclosure in future filings:

“A
significant portion of our revenues are funded by various federal and state government programs. We generally do not receive funds
from these programs prior to the start of the corresponding academic term. We may be required to return certain funds for students
who withdraw from the University during the academic term. Unpaid obligations are included in restricted cash in our balance sheet.
There were no amounts payable for these obligations at December 31, 2013 or September 30, 2014.”

*   *   *

On behalf
of Strayer, we hereby acknowledge that:

 ● Strayer
                                         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

 ● Strayer
                                         may not assert Staff

October 2 2, 2014

Via E -mail
Karl McDonnell
Chief Executive Officer
Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

Re: Strayer Education, Inc.
Form 10-K for Fiscal  Year Ended  December 31, 201 3
Filed February 26 , 201 4
Response  dated October 8 , 2014
  File No. 000 -21039

Dear Mr. McDonnell :

We have  reviewed your response letter and have the following comment s.  As noted in
our letter dated September 3, 2014, 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.  Please comply with the following comments in future filings.  Confirm in writing
that you will do so and explain to us how you intend to comply.   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 providing the request ed
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, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have  additional comments.

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

Critical Accounting Policies, Revenue Recognition, page 39

1. We note your response to comment 1.  Please disclose t he criteria for initial and
continuing eligibility in the Graduation Fund program.

Mr. Karl McDon nell
Strayer Education, Inc.
October 2 2, 2014
Page 2

 Financial Statements

Note 2. Significant  Accounting Policies

Revenue Recognition, page 52

2. Revise to disclose your refund policy for all services provided.

3. With respect to the education services provided by Strayer Education, please tell us if you
reassess collectability of tuition and fees after a student withdraws from a course, the
institution, or otherwise loses Title IV eligibility.   To help us better un derstand your
accounting policy, please provide us with the following information:
 tell us about the academic terms for online and campus -based institutions and if classes
are taken simultaneously or consecutively;
 tell us how you are notified when a stu dent withdraws from a course and/or the institution
and how you determine that a student has officially withdrawn from the institution;
 tell us how revenue is recognized for a particular course if a student withdraws from
the institution before and after  the institution’s refund period elapses, if any;
 tell us how revenue is recognized for a particular course if a student withdraws from
the institution before earning 100% of the Federal Student Aid funds he or she was
scheduled to receive during the perio d; and
 tell us about your historical collections experience with students who become
responsible for tuition and related fees due to withdrawal or loss of financial aid
eligibility.

Note 5. Restricted Cash, page 52

4. Please tell us and disclose the amounts  of any funds restricted for return of Title IV funds
to the Department of Education.  If not considered restricted funds, plea se advise us of
the rationale.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Joseph M.
Kempf , Senior Staff Accountant,  at (202) 551 -3352  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,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

Strayer
Education, Inc.

Making
education achievable for working adults

FOIA
Confidential Treatment Requested

by
Strayer Education, Inc. Pursuant to 17 C.F.R. §200.83

October
8, 2014

Mr. Larry
Spirgel

Assistant
Director

Division
of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington,
DC 20549-7010

    RE:
    Strayer Education, Inc.

    Form
10-K for the Fiscal Year Ended December 31, 2013

Filed
February 26, 2014

Form
10-Q for Fiscal Quarter Ended June 30, 2014

Filed
August 1, 2014

Response
Dated September 15, 2014

File
No. 000-21039

Dear Mr. Spirgel:

On
behalf of Strayer Education, Inc. (“Strayer” or the “Company”), we respectfully submit below Strayer’s
response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission contained in your letter
dated September 24, 2014. For your convenience, we have set forth below the Staff’s comment in italics, followed by Strayer’s
response thereto.

Form
10-K for the Fiscal Year Ended December 31, 2013

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Critical
Accounting Policies, Revenue Recognition, page 39

 1. We
                                         have considered your response to comment 1 and we note that your new Graduation Fund
                                         program is offered “as an extra incentive to encourage your students to continue
                                         their studies through to graduation.” It therefore appears as though the Graduation
                                         Fund was designed to change undergraduate student behavior and it is consequently unclear
                                         to us how pre-program historic student behavior can provide a company specific basis
                                         for revenue recognition under the new program. In this regard, please tell us the following:

In
the third quarter of 2013, we introduced the Graduation Fund, which allows new undergraduate students to earn tuition credits
that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. In
their final academic year, students will be provided one free course for every three courses that were successfully completed.
In order to receive this benefit, students must remain enrolled in their program over time, and students will lose any benefit
if their enrollment ceases for more than one consecutive academic term.

    2303 Dulles Station Boulevard ●
                                                                                                                                                                                                 Herndon, VA 20171
 Phone 703-247-2500 ● www.strayereducation.com

We
primarily serve non-traditional students, most of whom are working adults. Our students know they would benefit from a college
degree, which is why they enroll at Strayer, but many do not complete their degree program for a variety of reasons. These reasons
include challenges in meeting the requirements of a post-secondary higher education program, given that most have been out of
school for an extended period of time, together with other life responsibilities such as career and family. Most of the students
who do not complete their degree program withdraw from Strayer within the first four quarters of enrollment. Given this behavior,
it has been our experience that persistence rates (defined as percentage of students continuing from one academic quarter to the
next through to graduation) by cohort of new students have been predictable and relatively consistent, even with various scholarship
programs and changes in tuition.

In
determining the appropriate accounting for the Graduation Fund benefit, we concluded that we could reasonably estimate the expected
value of free courses that students would receive as part of this program each quarter and, in accordance with ASC 605-50-25-7,
we recorded deferred revenue for that amount. We believe we have been able to reasonably estimate the amount of benefit to be
realized based on the predictability of the persistence rate for our students over time.

In
deriving our estimates, we segregated our student population by number of incoming transfer credits since those with a higher
number of credits have a shorter period of remaining terms before being able to realize the Graduation Fund benefit. We analyzed
historical experience of students at different levels of transfer credits and applied such persistence rates to the corresponding
levels within the current population. We believe that analyzing our data in this level of detail supports the comparability of
our historical populations and further improves the precision of our estimates.

We
also had historical experience with similar types of scholarship programs which enabled us to reasonably estimate the impact the
Graduation Fund would have. One program in particular, our Bachelor’s Completion Scholarship, offered a tuition discount
of $1,000 per quarter for up to 17 quarters for eligible students. This was the equivalent of a 29% discount per quarter since
a student was required to take at least two courses paying $1,725 per course or $3,450 total tuition in a given quarter. This
program was available to qualifying new undergraduate students, similar to the Graduation Fund, and we noted that students enrolled
in this program continued their courses of study at slightly higher rates than those who were not part of this program. The slight
improvement in persistence that we observed from this scholarship was used in our Graduation Fund assumptions.

In
addition, we had the benefit of observing actual persistence rates in the first quarter of the program before reporting financial
results for that quarter. We launched the Graduation Fund in our 2013 summer academic quarter which aligns with our fiscal 2013
third quarter. Therefore, we knew how many students that had been eligible for the Graduation Fund in the summer term were registered
for classes in the ensuing fall academic quarter, in order to validate our persistence rate assumptions. Our experience shows
that the largest amount of term-to-term student attrition occurs between the first and second term of attendance. Therefore, the
continuation of students participating in the Graduation Fund from summer to fall provided significant insight into student behaviors
under the program. Such rates were consistent with our initial estimates.

    2

We
have continued to monitor the actual experience of each cohort of students as compared to anticipated continuation to refine our
estimates of persistence. This monitoring has provided significant evidence as to the reasonableness of our estimates over time.
Student attrition is significantly concentrated in the first year after enrollment. Now, a year after introduction of the program,
adjustments to our estimates of persistence rate for eligible students have not been material, representing less than 1.3% of
Revenue from Eligible and Participating Students in any given quarter, and less than 0.2% of our quarterly tuition revenue.

In
future filings we propose the following example disclosure:

In
the third quarter of 2013, we introduced the Graduation Fund, which allows new undergraduate students to earn tuition credits
that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. In
their final academic year, students will be provided one free course for every three courses that were successfully completed.
In order to receive this benefit, students must remain enrolled in their program over time, and students will lose any benefit
if their enrollment ceases for more than one consecutive academic term.

Revenue
from students participating in the Graduation Fund is recorded in accordance with the Revenue Recognition Topic, ASC 605. In accordance
with ASC 605-50-25-7, our estimates are based on a systematic and rational allocation of the cost of honoring the benefit earned
and claimed to each of the underlying revenue transactions that result in progress by the student toward earning the benefit.
The estimated value of awards under the Graduation Fund that will be recognized in the future is based on historical experience
of a student’s persistence in completing his or her course of study and earning a degree. Each quarter we assess our methodologies
and assumptions underlying our estimates and to date any adjustments to our estimates have not been material.

    3

The
table below presents activity in the Graduation Fund for the periods indicated (in 000’s):

    Balance as of July 1, 2013
    $ –

    Revenue deferred
      678

    Benefit redeemed
      –

    Balance as of September 30, 2013
      678

    Revenue deferred
      1,220

    Benefit redeemed
      –

    Balance as of December 31, 2013
      1,898

    Revenue deferred
      1,418

    Benefit redeemed
      (36 )

    Balance as of March 31, 2014
      3,280

    Revenue deferred
      2,083

    Benefit redeemed
      (311 )

    Balance as of June 30, 2014
    $ 5,052

*   *   *

We
further respond to each of the Staff’s bullet points reproduced below in the order presented.

 ● The
                                         eligibility criteria for this program and the numbers of eligible and of participating
                                         students (if different),

New
students registering in credit-bearing courses in any undergraduate program for the summer 2013 term (fiscal third
quarter) and subsequent terms qualify for the Graduation Fund. Students must meet all of the University’s admission
requirements and not be eligible for any previously offered scholarship program. Our employees and their dependents are not
eligible for the program. To maintain eligibility, students must be enrolled in a bachelor’s degree program and take at
least two courses each quarter. A student becomes ineligible to participate in the Graduation Fund if he or she has more than
one consecutive term of non-attendance or by taking less than two courses. For the four academic terms beginning in summer 2013, a
total of 23,873 students were eligible, of which 14,722 participated in the program as of September 2014.

 ● The
                                         amount of revenues received from Graduation Fund eligible and participating students
                                         in each reporting period to date,

All
new undergraduate students are eligible (with the few exceptions described above) and automatically participate in the Graduation
Fund program. Students lose their eligibility to participate if they are not enrolled for more than one consecutive term.

Because
of the commercially sensitive nature of the information contained therein, Strayer has included the amount of revenues received
from Graduation Fund eligible and participating students in each reporting period in a separate Exhibit A to this letter,
for which, pursuant to 17 C.F.R. § 200.83, Strayer requests confidential treatment under the Freedom of Information Act,
5 U.S.C. § 552. Please promptly inform the undersigned of any request for disclosure of the material included in Exhibit
A made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the foregoing
request for confidential treatment in accordance with Rule 83.

    4

 ● Your
                                         forecasted Graduate Fund utilization amounts for future reporting periods, if material,

As
of June 30, 2014, the total liability for the Graduation Fund, representing the value of the future benefit expected to be redeemed
by participants in the Graduation Fund, was approximately $5.1 million. Of this amount, approximately $0.9 million was included
in Current Liabilities because it is expected to be realized in the next twelve months, and approximately $4.2 million was included
in Other Long-term Liabilities representing the amount expected to be realized after twelve months.

 ● The
                                         practical methodologies you used to recognize Graduation Fund deferred revenues. For
                                         example, tell us whether you recognize such deferred revenues upon a student’s
                                         completion of each third undergraduate course or whether such deferred revenues are recognized
                                         on a pro-rata basis as each eligible undergraduate course is completed,

For
the number of students that we anticipate will persist in the program until the final year of instruction, we defer
revenue on a pro-rata basis as each eligible undergraduate course is successfully completed. As previously discussed, our
estimates are based upon relevant historical experience. Further, each academic term (and corresponding fiscal quarter), we
have the benefit of observing actual persistence rates before reporting financial results for that quarter and can
incorporate such experience into our estimates. Students lose their eligibility to participate in the Graduation Fund program
if they are not enrolled for more than one consecutive quarter.

 ● Your
                                         rationale for using pre-Graduation Fund historical continuation rates as a basis for
                                         estimating future continuation rates and deferred revenues under this new program,

We
follow accounting guidance prescribed by ASC 605 with respect to revenue recognition and contingent sales incentives. Specifically,
ASC 605-50-25-7 states a “vendor shall recognize [benefits] as a reduction of revenue based on a systematic and rational
allocation of the cost of honoring [the benefit] earned and claimed to each of the underlying revenue transactions that result
in progress by the customer toward earning the [benefit].” In the case of the Graduation Fund, a student earns pro-rata
benefits as each course is successfully completed but cannot realize these benefits until the student has completed 75% of his
or her degree program. Because student persistence rate is not 100% and thus the full benefit of the Graduation Fund will not
be realized, the amount that ultimately will be realized “should be considered if it can be reasonably estimated.”
Further, “the ability to make a reasonable estimate of the amount of future [benefits] depends on many factors and circumstances
that will vary from case to case.”

    5

In
our case, we believe the value of the award provided under the Graduation Fund program that ultimately will be realized could
be reasonably estimated at the time we introduced the Graduation Fund and we continue to be able to reasonably estimate the value
of the award. As discussed above, we know from actual experience and based on the nature of our non-traditional students that
not all of them will complete their course of study. In order to estimate deferred revenues under the Graduation Fund, we used
actual historical persistence rates for students not receiving a tuition benefit, plus a small increment based on our experience
with students who participated in a comparable tuition benefit program that we introduced in 2012. We believe it is reasonable
to use persistence rates from the prior program because the financial benefit to students was similar to the benefit offered under
the Graduation Fund. For instance, the benefit available under the Bachelor’s Completion Scholarship in 2012 provided for
a tuition discount of approximately 29% for new students who remained enrolled at Strayer University, which is comparable to the
benefit available under the Graduation Fund, i.e. a student receives one free course after successfully completing three courses.

We
observed slightly

September 24, 2014

Via E -mail
Karl McDonnell
Chief Executive Officer
Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

Re: Strayer Education, Inc.
Form 10-K for Fiscal  Year Ended  December 31, 201 3
Filed February 26 , 201 4
Form 10 -Q for Fiscal Quarter Ended June 30, 2014
Filed August 1, 2014
Response Dated September 15, 2014
  File No. 000 -21039

Dear Mr. McDonnell :

We have  reviewed your response letter and have the following comment.  As noted in our
letter dated September 15, 2014, we have  limited our review to only your financial statements
and related disclosures and do not intend to expand our review to other portions o f your
documents.  In our comment, 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 providing the requested
information  or by advising us when you will pro vide the requested response.   If you do not
believe our comment applies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 201 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, Revenue Recognition, page 39

1. We have considered your response to comment 1 and we note that your new Graduation
Fund program is offered “as an extra incentive to encourage your students to continue
their studies through to graduation.   It therefore appears as though the Graduation Fun d

Mr. Karl McDon nell
Strayer Education, Inc.
September 24, 2014
Page 2

 was designed to change undergraduate student behavior and it is consequently unclear to
us how pre -program historic student behavior can provide a company specific basis for
revenue recognition under the new program.    In this regard, please tell us the following:

 The eligibility criteria for this program and the numbers  of eligible and of participating
students (if different),
 The amount of revenues received from Graduation Fund eligible and participating
students in each reporting period to date,
 Your forecasted Graduate Fund utilization amounts for future reporting periods, if
material,
 The practical methodologies you used to recognize Graduation Fund deferred
revenues.   For example, tell us whether you recognize such deferred revenues upon a
student’s  completion of each third undergraduate course or whether such deferred
revenues are recognized on a pro -rata basis as each eligible undergraduate course is
completed,
 Your rationale for using pre -Graduation Fund historical continuation rates as a basis fo r
estimating future continuation rates and deferred revenues under this new program,
 Why variations between your “estimates of continuation” to date and actual results have
not been material to date, and
 Whether participants in the Graduation Fund are also  eligible to receive the 20% discount
offered to new undergraduate enrollees effective for the 2014 -2015 academic year.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Joseph M.
Kempf , Senior Staff Accountant,  at (202) 551 -3352  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,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

Strayer
Education, Inc.

Making education achievable for working
adults

September 15, 2014

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

RE: Strayer Education, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2013

Filed February 26, 2014

Form 10-Q for Fiscal Quarter Ended June 30,
2014

Filed August 1, 2014

File No. 000-21039

Dear Mr. Spirgel:

On behalf of Strayer Education, Inc. (“Strayer”
or the “Company”), we respectfully submit below Strayer’s response to the comments of the Staff (the “Staff”)
of the Securities and Exchange Commission contained in your letter dated September 3, 2014, and Strayer’s proposed compliance
with such comments in future filings. For your convenience, we have set forth below the Staff’s comment in italics, followed
by Strayer’s response thereto.

Form 10-K for the Fiscal Year Ended December
31, 2013

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Critical Accounting Policies, Revenue Recognition,
page 39

 1. Please tell us and disclose in future filings how you account for the credits earned from your
Graduation Fund. If material, please quantify the amounts and where classified on the Balance Sheet. Please also comply in your
Significant Accounting Policies section of your notes to the financial statements.

In future filings we will disclose the information
requested and we will include similar disclosures in the Significant Accounting Policies section of the notes to the financial
statements. An example of our proposed disclosure is as follows:

“In the third quarter
of 2013, we introduced the Graduation Fund, which allows new undergraduate students to earn tuition credits that are redeemable
in the final year of a student’s course of study if he or she successfully remains in the program. In their final academic
year, students will be provided one free course for every three courses that were previously completed. In order to receive this
benefit, students must remain enrolled in their program over time, and students will lose any benefit if their enrollment ceases
for more than one consecutive academic term.

2303 Dulles Station Boulevard • Herndon,
VA 20171

Phone 703-247-2500 • www.strayereducation.com

We record Deferred revenue for
the value of free courses that are expected to be provided, which is based on the price per credit hour for courses completed to
date. We estimate the number of free courses that will be provided by analyzing the historical rates at which students have progressed
through their academic careers, and based on the student’s level of academic experience. Our estimates of continuation are
adjusted for actual results on a quarterly basis, but such variation has not been material. The portion of Deferred revenue expected
to be realized within twelve months is included in Current liabilities and the portion of Deferred revenue expected to be realized
beyond the next twelve months is included in Other long-term liabilities.

As of December 31, 2013, the
total liability for the Graduation Fund was approximately $1.9 million and was included entirely in Other long-term liabilities
since none of the benefit was expected to be realized within the next twelve months. As of June 30, 2014, the total liability for
the Graduation Fund was approximately $5.1 million, of which approximately $0.9 million was included in Current liabilities, and
approximately $4.2 million was included in Other long-term liabilities.”

Form 10-Q for Fiscal Quarter Ended June
30, 2014

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Revenue, Income from Operations, and Net
Income, pages 16 and 18

 2. Please disclose in greater quantified detail the correlation between declining revenue, average
student enrollment, and the impact of your new pricing structure for undergraduates. Consider breaking out your explanation of
variances between your graduate and undergraduate programs.

In future filings, we will disclose in greater
quantified detail the correlation between declining revenue, average student enrollment, and the impact of our new pricing structure
for undergraduates. An example of our proposed disclosure is as follows:

“For the third quarter
of 2014, our revenues decreased X% to $X.X million from $X.X million in the third quarter of 2013, principally due to an enrollment
decline of X% and a decline in revenue per student of X%. The decline in revenue per student is largely attributable to a new pricing
structure which reduced tuition for new undergraduate students by X%, and made them eligible for our Graduation Fund. In the third
quarter of 2014, revenues for undergraduate students declined X%, driven by a decrease in enrollment of X% and a decline of X%
in revenue per student, resulting mostly from the new pricing structure for new undergraduate students. We expect this decline
in revenue per student to continue at the undergraduate level as we enroll more new undergraduate students over time. For graduate
students, revenues were flat in the third quarter of 2014 driven by an enrollment decline of X% and an increase in revenue per
student of X%. The increase in graduate revenue per student was due primarily to lower scholarships compared to the same period
in 2013.”

* * *

2303 Dulles Station Boulevard • Herndon,
VA 20171

Phone 703-247-2500 • www.strayereducation.com

    2

Pursuant to
your comment letter, on behalf of Strayer, we hereby acknowledge that:

 · Strayer 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

 · Strayer may not assert Staff comments
as a defense in any proceeding initiated by the Commission or any person under Federal securities laws of the United States.

Should any member of the Staff have any questions
or comments concerning this letter, please do not hesitate to call me at (703) 247-2514. Thank you.

    Very truly yours,

    /s/ Mark C. Brown

    Mark C. Brown

    Executive Vice President and Chief
Financial Officer

2303 Dulles Station Boulevard • Herndon,
VA 20171

Phone 703-247-2500 • www.strayereducation.com

3

September 3, 2014

Via E -mail
Karl McDonnell
Chief Executive Officer
Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

Re: Strayer Education, Inc.
Form 10-K for Fiscal  Year Ended  December 31, 201 3
Filed February 26 , 201 4
Form 10 -Q for Fiscal Quarter Ended June 30, 2014
Filed August 1, 2014
  File No. 000-21039

Dear Mr. McDonnell :

 We have reviewed your filing s 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.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   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 providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 201 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, Revenue Recognition, page 39

1. Please tell us and disclose in future filings how you account for the credits earned from
your Graduation Fund.  If material, please quantify the amounts and where classified on
the Balance Sheet.  Please also comply in your Significant Accountin g Policies section of
your no tes to the financial statements.

Mr. Karl McDon nell
Strayer Education, Inc.
September 3, 2014
Page 2

 Form 10 -Q for Fiscal Quarter Ended June 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Revenues, Income from Operations, and Net Income, p ages 16  and 18

2. Please disclose in  greater quantified detail the correlation between declining revenue,
average student enrollment, and the impact of your new pricing structure for
undergraduates.  Consider breaking out your explanation of variances between your
graduate and undergraduate programs.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules 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 responding to our comments, please provide  a written statement f rom 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 wit h 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.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Joseph M.
Kempf , Senior Staff Accountant,  at (202) 551 -3352  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,

/s/ Robert S. Littlepage, for

Larry Spir gel
Assistant Director

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Strayer Education, Inc.

                            Making education achievable for working adults

July 9, 2013

Mr. Larry Spirgel

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Re:
Strayer Education, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed February 19, 2013

File No. 000-21039

Dear Mr. Spirgel:

On behalf of Strayer Education, Inc. (“Strayer” or the “Company”), we respectfully submit below Strayer’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated July 1, 2013 and Strayer’s proposed compliance with such comments in future filings.  For your convenience, we have set forth below the Staff’s comment in italics, followed by Strayer’s response thereto.

1.

If material, disclose how changes to the availability of Pell Grant awards and Federal Direct Student Loans will impact your operations. We note the disclosure on page 43 that you experienced a continued mix shift toward graduate and corporate sponsored students during the reported financial periods.

In future filings, to the extent material, the Company will provide a discussion of how changes in the availability of Pell Grant awards and Federal Direct Student Loans will impact our enrollment, financial condition, results of operations and cash flows.   We note that prior eligibility changes in April 2011 and July 2012 did not have a material impact on our business and that we are unable to predict what future policy changes may be, what effect they may have, and how material those effects may be.  However, we plan to disclose more information in future filings about these programs, and that prior changes did not (but future changes could) have a material impact on our operations.

2.

We note that on December 22, 2011 the Department of Education approved your Program Participation Agreement on a provisional basis. In your response, please confirm that obtaining Department of Education approval for substantial changes, including the addition of any new location, level of academic offering or non-degree program, is the only material additional condition you must comply with as a result of your provisional certification.

Mr. Larry Spirgel

July 9, 2013

Page

_________________________

The Company confirms that obtaining Department of Education approval for substantial changes, including the addition of any new location, level of academic offering or non-degree program, is the only material additional condition the Company must comply with as a result of the Company’s provisional certification.  The Company will include this clarification in future filings.

3.

Disclose the material terms of your second amended and restating revolving credit and term loan agreement.

In future filings the Company will describe in the Liquidity and Capital Resources section of the Management Discussion and Analysis the material terms of the second amended and restated revolving credit and term loan agreement, in language similar to those contained in Note 6 of our consolidated financial statements and first disclosed in our Form 8-K filed November 9, 2012, http://www.sec.gov/Archives/edgar/data/1013934/000115752312005936/a50468448.htm.

4.

Please expand your discussion of cash flows to more fully address material trends, including the decline in cash flow from operations over the reported periods. Refer to Item 303(a)(2)(ii) of Regulation S-K.

In future filings we will expand our discussion of cash flows to more fully address material changes in, and key factors that affect, cash flow from operations, as described in Item 303(a)(2)(ii) of Regulation S-K.  Although we are unable at this time to determine whether the recent changes in cash flow from operations constitute material trends that will continue, we will provide additional disclosure concerning material changes in our cash flow and, as appropriate, its constituent parts.

*  * *

Pursuant to your comment letter, on behalf of Strayer, we hereby acknowledge that:

· Strayer 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

· Strayer may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under Federal securities laws of the United States.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at 703-247-2514.  Thank you.

Very truly yours,

/s/ Mark C. Brown

Mark C. Brown

Executive Vice President and

Chief Financial Officer

2303 Dulles Station Boulevard • Herndon, VA 20171

Phone 703-247-2500 •  www.strayereducation.com

July 1 2, 2013

Via E -mail
Karl McDonnell
President and Chief Executive Officer
Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

Re: Strayer Education, Inc.
Form 10 -K for the Year Ended December 31, 201 2
Filed February 19, 2013
File No. 000 -21039

Dear Mr. McDonnell :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

                                                         Larry Spirgel
        Assistant Director

July 1, 2013

Via E -mail
Karl McDonnell
President and Chief Executive Officer
Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171

Re: Strayer Education, Inc.
Form 10 -K for the Year Ended December 31, 2013
Filed February 19, 2013
File No. 000 -21039

Dear Mr. McDonnell :

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 within ten business days and indicate that you will comply
with our comments in future filings.   Confirm in writing that you will do so and also explain to
us how you intend to comply.  If y ou do not believe our comments apply to your facts and
circumstances or do not believe compliance in future disclosure is appropriate, please tell us why
in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Item 1. Business, page 4

Regulation, page 13

Title IV Programs, page 16

1. If material, disclose how changes to the availability of Pell Grant awards and Federal
Direct Student Loans will impact your operations.  We note the dis closure on page 43
that you experienced a continued mix shift toward graduate and corporate sponsored
students during the reported financial periods.

Karl McDonnell
Strayer Education, Inc.
July 1, 2013
Page 2

 Provisional Certification, page 17

2. We note that on December 22, 2011 the Department of Education app roved your
Program Participation Agreement on a provisional basis.  In your response, please
confirm that obtaining Department of Education approval for substantial changes,
including the addition of any new location, level of academic offering or non -degree
program, is the only material additional condition you must comply with as a result of
your provisional certification.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 41

Liquidity and Capital Resources, page 46

3. Disclose the material terms of your second amended and restating revolving credit and
term loan agreement.

4. Please expand your discussion of cash flows to more fully address material trends,
including the decline in cash flow from operations over the reported periods.  Refer to
Item 303(a)(2)(ii) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securit ies Exchange Act of
1934 and all applicable Exchange Act rules 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 responding to our comments, please provide 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 respons e 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.

Karl McDonnell
Strayer Education, Inc.
July 1, 2013
Page 3

 You may contact Joseph  M. Kempf, Senior Staff Accountant, at 202 -551-3352 or Dean
Suehiro , Senior Staff Accountant, at 202 -551-3352  if you have questions regarding comments on
the financial statements and related matters.  Please co ntact Gregory Dundas , Attorney -Advisor ,
at 202 -551-3436, Celeste M. Murphy, Legal Branch Chief, at 202 -551-3257,  or me at 202 -551-
3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

                                                          Larry Spirgel
         Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 January 11, 2012
   Via E-mail

Mark C. Brown Chief Financial Officer Strayer Education, Inc. 2303 Dulles Station Boulevard Herndon, VA 20171
Re: Strayer Education, Inc.
Form 10-K for the Year Ended December 31, 2010 Filed February 22, 2011 File No. 000-21039

Dear Mr. Brown:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in response to our co mments do not foreclose the Commission from
taking any action with respect to the company or the filing and the company may not assert
staff comments as a defense in any proceed ing initiated by the Commission or any person
under the federal securities laws of the Un ited States.  We urge all persons who are
responsible for the accuracy and adequacy of the di sclosure in the filing to  be certain that the
filing includes the information the Securities Exchange Act of  1934 and all applicable rules
require.

 Sincerely,
  /s/ Celeste M. Murphy for
Larry Spirgel  Assistant Director

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    strayercorresp010412.htm

December 27, 2011

Mr. Larry Spirgel

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Judiciary Plaza

Washington, DC 20549

Re:      Strayer Education, Inc.

Form 10-K for the Year Ended December 31, 2010

Filed February 22, 2011

File No. 000-21039

Dear Mr. Spirgel:

On behalf of Strayer Education, Inc. (“Strayer” or the “Company”), we respectfully submit below Strayer’s response to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated December 16, 2011. For your convenience, we have set forth below the Staff’s comment in italics, followed by Strayer’s response thereto.

Management’s Discussion and Analysis, page 46

1.

We note disclosure in your Forms 10-Q for the quarters ended March 31, 2011 and June 30, 2011, reflecting a decline in new student enrollments, and in the quarter ended September 30, 2011 reflecting a decline in both new student enrollments and continuing student enrollment. In future filings, please enhance your disclosure to more fully discuss this trend, including outlining steps management may take or has taken to address and reverse it, and the effect on your results of operations, including revenues and marketing expenses. Please refer to Item 303(a)(3)(ii) of Regulation SK.

In future filings the Company will provide a more detailed discussion of enrollment figures.  However, it should be noted that we are unable to determine whether the recent decline in enrollment is in fact a trend and something that will continue.  Furthermore, we cannot predict future enrollments.   Nevertheless, in future filings Strayer will discuss factors that it believes to contribute to recent enrollment levels.

Strayer’s future filings will also include a more robust discussion of the effect of various levels of enrollment on our results of operations.

Pursuant to your comment letter, on behalf of Strayer, we hereby acknowledge that:

·

Strayer 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

·

Strayer may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under Federal securities laws of the United States.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at 703 247-2514.  Thank you.

Very truly yours,

Mark C. Brown

Executive Vice President and

Chief Financial Officer

December 16, 2011
 Mark C. Brown Chief Financial Officer Strayer Education, Inc. 2303 Dulles Station Boulevard Herndon, VA 20171
Re: Strayer Education, Inc.
Form 10-K for the Year Ended December 31, 2010 Filed February 22, 2011 File No. 000-21039

Dear Mr. Brown:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten business days and indicate that you will
comply with our comment in future filings.  Confirm in writing that you will do so and also explain to us how you intend to comply.  If you do not believe our comment applies to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provide  in response to this comment, we may
have additional comments.

Management’s Discussion and Analysis, page 46

1. We note disclosure in your Forms 10-Q  for the quarters ended March 31, 2011 and
June 30, 2011, reflecting a decline in new st udent enrollments, and in the quarter
ended September 30, 2011 reflecting a declin e in both new student enrollments and
continuing student enrollment. In future filings, please enhance your disclosure to more fully discuss this trend, including ou tlining steps management may take or has
taken to address and reverse it, and the e ffect on your results of  operations, including
revenues and marketing expenses. Please refe r to Item 303(a)(3)( ii) of Regulation S-
K.

Mark C. Brown
Strayer Education, Inc. Page 2
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Please contact Paul Fischer, Staff Atto rney, at 202-551-3415, Celeste M. Murphy,
Legal Branch Chief, at 202-551-3257, or me at 202-551-3810 with any questions.

Sincerely,
   /s/ Celeste M. Murphy for
                                                                 Larry Spirgel
         A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720         April 21, 2009  Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209 Facsimile: (703) 527-6811
 Re:  Strayer Education, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 23, 2009 File No. 000-21039

Dear Mr. Silberman:

We have completed our review of your  proxy statement and have no further
comments at this time.             S i n c e r e l y ,           /s/ Celeste M. Murphy        L e g a l  B r a n c h  C h i e f

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VIA EDGAR

April 15, 2009

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

            Attn:

            Celeste M. Murphy

Legal Branch Chief

            Re:

            Strayer Education, Inc.

            Definitive Proxy Statement on Schedule 14A

            Filed March 23, 2009

            File No. 000-21039

Dear Ms. Murphy:

On behalf of Strayer Education, Inc. (“Strayer” or the “Company”), I respectfully submit below Strayer’s response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated April 9, 2009 to Robert S. Silberman, Strayer’s Chief Executive Officer. For your convenience, I have set forth below the Staff’s comments to the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) in italics, followed by Strayer’s response thereto.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table, page 17

            1.

            Please provide a more detailed analysis of how the general policies and procedures described here actually resulted in specific bonus and equity award amounts to the named executive officers in 2008. This analysis should explain, among other things, the reasons for material differences in compensation among the named executive officers. For example, we note that cash bonuses for named executive officers ranged from 75% of base salary to 120% of base salary. We also note that two named executive officers received additional substantial stock awards in 2008 and other named executive officers did not receive such awards. In your response letter, please confirm that you will comply with this comment in future filings and demonstrate how you intend to comply.

You requested further detail on how Strayer’s compensation policies and procedures described in the Proxy Statement were applied in 2008 with respect to material differences in cash bonus amounts and equity awards made to the named executive officers (NEOs).

In the case of 2008 cash bonus awards, as disclosed in the Summary Compensation Table, the material difference from target amounts among NEOs

was
  the bonus payment to Mr. McDonnell, President and COO, at
  120% of base salary and the bonus payment to Mr. Brown, Executive VP and CFO,
  at 100% of base salary. The other NEOs (including the CEO) were paid consistent
  with the target bonus amount applicable to Senior Vice Presidents and above,
  which is 75% of such executive’s base salary, as described on page 17 of
  the Proxy Statement. The Compensation Committee determined to pay bonuses in
  excess of the target bonus amounts to Messrs. McDonnell and Brown, upon the
  recommendation of the CEO, in recognition of their individual contributions
  to the success of the Company in 2008 relative to the other executives. Specifically,
  Mr. McDonnell’s role in Strayer’s operational achievements and Mr.
  Brown’s role in the financial success of Strayer in 2008 were determined
  by the Committee to merit an additional bonus amount.

In the case of 2008 equity awards, the material difference in equity awards among NEOs was an additional grant of restricted stock to each of Mr. Brown and Ms. Hlavinka. Those additional grants were valued at $1,000,000 at the time of the grant as indicated in the Grants of Plan-based Awards table. The Compensation Committee determined to make additional grants to these two individuals, upon the recommendation of the CEO, because they are long-term members of the senior management team that was appointed in 2001 who each have made a disproportionate contribution to the success of the Company over this timeframe. The extraordinary performance of Strayer over the last eight years is disclosed in the Company’s annual report on Form 10-K. (During that period, revenue increased from $78.2 million to $396.3 million, operating income rose from $30.9 million to $126.9 million, and net income
went from $21.7 million to $80.8 million. Diluted earnings per share rose from $1.41 to $5.67, resulting in a significant increase in shareholder value.) These grants, each with a five-year vesting period, reflect the Compensation Committee’s determination of the long term importance of these individuals to the Company and coincide with their respective promotions to Executive Vice President.

As noted in the Compensation, Discussion and Analysis section of the Proxy Statement, the Compensation Committee reviews all elements of compensation each year, and makes compensation decisions after reviewing a number of factors, including the short term and long term performance of Strayer. The Compensation Committee, consistent with its charter, maintains the flexibility to make extraordinary equity awards or bonus payments in its discretion.

Strayer
  hereby confirms that it will comply with this comment in future filings. Strayer
  confirms that it intends to provide more detailed analysis similar to the explanation
  above in future filings.

Pursuant
  to your letter, on behalf of the Company, I hereby acknowledge that:

            •

        the
          Company is responsible for the adequacy and accuracy of the disclosure
          in the Proxy Statement;

            •

            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 Proxy Statement; 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.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (703) 247-2500 or John Beckman, at Hogan & Hartson LLP at (202) 637-5464.

        Sincerely yours,

        /s/ Gregory Ferenbach

      Gregory Ferenbach

      Senior Vice President
        and General Counsel

            cc:

            John Harrington

            Robert S. Silberman

            Mark Brown

            John Beckman

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720        April 9, 2009  Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209 Facsimile: (703) 527-6811
 Re:  Strayer Education, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 23, 2009
File No. 000-21039

Dear Mr. Silberman:
We have limited our review of your filing to the following comments.  Please
address the following comments in future filings .  If you disagree, we will consider your
explanation as to why our comment is inappli cable or a future revi sion is unnecessary.
Please be as detailed as nece ssary 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 ma y or may not raise additional comments.

 Please understand that the purpose of our re view 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.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards
Table, page 17

1. Please provide a more detailed analys is of how the general policies and
procedures described here actually resu lted in specific bonus and equity award
amounts to the named executive officers in  2008.  This analysis should explain,
among other things, the reasons for mate rial differences in compensation among
the named executive officers.  For example, we note that cash bonuses for named executive officers ranged from 75% of base  salary to 120% of base salary.  We
also note that two named executive officer s received additional substantial stock
awards in 2008 and other named executive officers did not receive such awards.  In your response letter, pleas e confirm that you will comply  with this comment in
future filings and demonstrate how you intend to comply.

Robert S. Silberman
Strayer Education, Inc.
April 9, 2009
Page 2

*    *    *    *

Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewing your responses to our comments.     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 for an info rmed decision.  Since the company and its
management are in possession of all facts re lating 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 fo reclose the Commission from taking any
action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact John Harrington, Attorney-A dvisor, at (202) 551-3576, or me, at
(202) 551-3257, with any other questions.           S i n c e r e l y ,            /s/ Celeste M. Murphy        L e g a l  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720         January 6, 2009  Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209
 Re:  Strayer Education, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 14, 2008
File No. 000-21039
Dear Mr. Silberman:
We have completed our review of your Form 10-K and have no further comments
at this time.             S i n c e r e l y ,           / s /  L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r   cc: Jeffrey S. Hochman  Willkie Farr & Gallagher LLP  Via facsimile: (212) 728-9592

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                     [letterhead of Strayer Education, Inc.]

VIA EDGAR
---------

January 5, 2009

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549
Attn:  Larry Spirgel
       Assistant Director

     Re:  Strayer Education, Inc. ("Strayer")
          Form 10-K for the Fiscal Year ended December 31, 2007
          Filed February 14, 2008 (the "2007 Form 10-K")
          File No. 0-21039

Dear Mr. Spirgel:

     I am submitting this letter as requested by Mr. John Harrington of the
staff (the "Staff") of the Securities and Exchange Commission in response to
your letter dated November 25, 2008 to Robert S. Silberman, Strayer's Chairman
of the Board and Chief Executive Officer. The comments of the Staff contained in
your letter were separately responded to on our behalf by our counsel on
December 23, 2008.

     Pursuant to your letter, on behalf of Strayer, I hereby acknowledge that:

     o    Strayer is responsible for the adequacy and accuracy of the disclosure
          in its 2007 Form 10-K;

     o    Staff comments or changes to disclosure in response to Staff comments
          do not foreclose the Commission from taking any action with respect to
          Strayer's 2007 Form 10-K; and

     o    Strayer 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.

<PAGE>

Securities and Exchange Commission
January 5, 2009
Page 2

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (703) 247-2500.

Very truly yours,

/s/ Mark C. Brown

Mark C. Brown
Executive Vice President and Chief Financial Officer

cc:  John Harrington
     Paul Fischer
     Robert S. Silberman
     Gregory Ferenbach
     Jeffrey S. Hochman

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                  [letterhead of Willkie Farr & Gallagher LLP]

VIA EDGAR

December 23, 2008

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549
Attn:   Larry Spirgel
        Assistant Director

         Re:      Strayer Education, Inc.
                  Form 10-K for the Fiscal Year ended December 31, 2007
                  Filed February 14, 2008 (the "2007 Form 10-K")
                  File No. 0-21039
                  ----------------

Dear Mr. Spirgel:

     On behalf of Strayer Education, Inc. ("Strayer"), we respectfully submit
below Strayer's response to the comments of the staff (the "Staff") of the
Securities and Exchange Commission contained in your letter dated November 25,
2008 to Robert S. Silberman, Strayer's Chairman of the Board and Chief Executive
Officer. For your convenience, we have set forth below the Staff's comments in
italics, followed by Strayer's response thereto.

Definitive Proxy Statement Incorporated by Reference into Part III
------------------------------------------------------------------

Compensation Discussion and Analysis, page 11 of Proxy Statement
----------------------------------------------------------------

Identification and Analysis of 2007 Compensation Programs, page 13 of Proxy
Statement
---------------------------------------------------------------------------

1.   We note that you did not disclose the corporate financial targets set by
     your Board in connection with the annual bonus plan because they are
     confidential. If you believe that disclosure of corporate financial targets
     for completed fiscal years is not required because it would result in
     competitive harm such that you may omit this information under Instruction
     4 to Item 402(b) of Regulation S-K, please provide in your response letter
     a detailed explanation of such conclusion. If you believe you have a
     sufficient basis to keep the information confidential, disclose in future
     filings how difficult it would be for the executive or how likely it would
     be for you or a business unit to achieve the undisclosed targets. General
     statements regarding the level of difficulty or ease associated with
     achieving the goals are not sufficient. In discussing how difficult it will
     be for an executive or how likely it will be for you or a business unit to
     achieve the performance goals, provide as much detail as necessary without
     providing information that would result in competitive harm. Refer to
     Regulation S-K Compliance and

<PAGE>

Securities and Exchange Commission
December 23, 2008
Page 2

     Disclosure Interpretations, Question and Answer 118.04, available at
     www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

     Although we continue to believe that certain corporate financial targets
     considered by the Compensation Committee should be treated as confidential,
     as the disclosure of such targets would result in competitive harm to the
     Company, the principal reason for non-disclosure of such financial targets
     is that no single financial target is itself material to the Compensation
     Committee's determination of bonus amounts.

     As discussed in the disclosure incorporated in the 2007 Form 10-K, the
     bonus determination with respect to our named executive officers is made on
     a discretionary basis by the Compensation Committee, subject to the further
     approval of the Board. While the Compensation Committee considers various
     factors in determining the level of any bonus payable, including the
     achievement of certain corporate financial targets, ultimately, no one
     factor is dispositive, or even material, to the determination process. For
     2007, the Compensation Committee considered a wide variety of factors in
     its discretionary determination, including five separate financial targets
     (revenue, operating margin, EBIT, net income and earnings per share), and
     numerous other non-financial targets, including targets relating to new
     campus openings, operations in new states, compliance, regulatory
     approvals, performance of the Company's online business, increases in
     corporate and institutional customers, academic improvement measures and
     other operational performance measures, as well as capital redeployment
     steps. While the Compensation Committee believes that each of the various
     targets is itself relevant to its determination of bonus amounts, the
     achievement of any one target, or for that matter, any particular
     combination of factors, would not result in a specific bonus amount being
     paid to the Company's named executive officers.

     Once the Compensation Committee has evaluated the Company's relative
     performance with respect to each of the targets listed above, to the extent
     that it believes that such performance warrants bonus amounts to be paid to
     the named executive officers generally, the Compensation Committee then
     evaluates each named executive officer's individual performance for the
     year, and specifically with respect to relative contribution each executive
     made toward the achievement of the Company goals described above, or to the
     extent such goals were not achieved, whether any executive
     disproportionally contributed to such non-achievement. The Compensation
     Committee generally sets target bonus amounts for Senior Vice Presidents
     and above at 75% of such executive's base salary, and for Vice Presidents,
     at 40% of base salary, which the Compensation Committee believes provides a
     good framework for establishing internal pay equity among its executives,
     while maintaining the discretion to pay a higher bonus when the
     Compensation Committee believes either or both corporate or individual
     performance warrants. As provided in the Summary Compensation Table
     contained in the 2007 Form 10-K, actual bonus amounts for the named
     executive officers ranged from approximately 75% of base salary to 120% of
     base salary, with differences in relative amounts, as discussed above,
     resulting from an executive's relative contribution to the success of the
     Company for 2007.

<PAGE>

Securities and Exchange Commission
December 23, 2008
Page 3

     With respect to confidential treatment and the possibility of competitive
     harm, even if any one performance target were deemed to be material, we
     continue to believe that the disclosure of many these targets would allow
     the Company's competitors to discern the strategic direction, internal
     forecasts and key business objectives for both current year and future
     years. More specifically, because many of the performance targets discussed
     above relate to specific business lines of the Company and geographical
     operational results, we believe disclosure of such targets would provide
     our competitors with a roadmap to our strategic plans and operating
     objectives, and as such, disclosure of such information would result in
     substantial competitive harm to the Company. The Company, therefore,
     believes that such information constitutes "commercial and financial
     information obtained from a person and privileged or confidential" under
     the provisions of Section (b)(4) of Rule 80 of the Freedom of Information
     Act and may be excluded under Instruction 4 to Item 402(b).

2.   In future filings, please provide a more detailed discussion of how actual
     bonus awards and equity awards for each named executive officer were
     determined for your most recently completed fiscal year. Please compare
     actual performance during the year against the relevant targets. Also
     discuss the significance of individual assessments and any other
     qualitative factors. Tabular disclosure may be helpful. If there are
     material differences in bonus or equity awards to different named executive
     officers, your disclosure should explain why.

     As requested, in future filings the Company will provide a more detailed
     discussion of the Compensation Committee's determination process similar to
     the discussion provided above with respect to the 2007 bonus determination
     (modified to reflect any differences in the 2008 determination process).
     However, as indicated above, given the numerous financial and operational
     targets that are part of the Compensation Committee's discretionary
     determination process, the Company does not expect to include any detailed
     discussion of the specific target amounts; such targets do not reflect the
     Company's overall decision-making process and are immaterial to an
     understanding of executive compensation at the Company. The Company will
     also include a discussion of any material differences in bonus or equity
     awards among named executive officers, to the extent applicable.

Potential Payments upon Termination or Change in Control, page 20 of Proxy
Statement
--------------------------------------------------------------------------

3.   In future filings, please quantify the value of the three years of medical
     benefits and potential gross-up payment to Mr. Silberman. Refer to
     Regulation S-K Item 402(j), Instructions 1 and 2. If you disagree that you
     are required to provide this disclosure, please explain to us the reasons
     why.

     As requested, in future filings we will disclose the value of the three
     years of medical benefits and potential gross-up payments to Mr. Silberman
     in connection with a termination of his employment.

4.   We note that you cross-reference your Outstanding Equity Awards tables for
     disclosure of the value that would be realized upon vesting due to a change
     in control. In future

<PAGE>

Securities and Exchange Commission
December 23, 2008
Page 4

     filings, please provide footnote disclosure to the tables so that the value
     that would have been realized assuming a change in control at year-end is
     clearly disclosed. Also, define "change in control" for these purposes.

     As requested, in future filings we will add footnotes in our Outstanding
     Equity Awards tables disclosing the value that would have been realized
     assuming a change in control at year-end. We will also provide in this
     section a definition of "change in control" for these purposes.

     Pursuant to your comment letter, on behalf of Strayer, we hereby
     acknowledge that:

     o    Strayer is responsible for the adequacy and accuracy of the disclosure
          in its 2007 Form 10-K;

     o    Staff comments or changes to disclosure in response to Staff comments
          do not foreclose the Commission from taking any action with respect to
          Strayer's 2007 Form 10-K; and

     o    Strayer 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.

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:  John Harrington
     Paul Fischer
     Robert S. Silberman
     Mark C. Brown
     Gregory Ferenbach

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                  [letterhead of Willkie Farr & Gallagher LLP]

VIA EDGAR
---------

December 9, 2008

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549
Attn:  Larry Spirgel
       Assistant Director

          Re:  Strayer Education, Inc.
               Form 10-K for the Fiscal Year ended December 31, 2007
               Filed February 14, 2008 (the "2007 Form 10-K")
               File No. 0-21039
               ----------------

Dear Mr. Spirgel:

     I refer to the letter dated November 25, 2008 to Robert S. Silberman,
Chairman of the Board and Chief Executive Officer of Strayer Education, Inc.,
regarding Strayer's 2007 Form 10-K referenced above. Strayer is actively working
on its responses to the comments of the Staff raised in the letter and expects
to submit its responses within the next two weeks, if not earlier.

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:  John Harrington (SEC)
     Paul Fischer (SEC)
     Mark C. Brown (Strayer)
     Gregory Ferenbach (Strayer)
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720         November 25, 2008  Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209 Facsimile: (703) 527-6811
 Re:  Strayer Education, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 14, 2008 File No. 000-21039
Dear Mr. Silberman:
We have reviewed your filing and have the following comments.  Please address
the following comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inappli cable or a future revi sion is unnecessary.
Please be as detailed as nece ssary 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 ma y or may not raise additional comments.

 Please understand that the purpose of our re view 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.

Definitive Proxy Statement Incorporat ed By Reference into Part III

Compensation Discussion and Analysis, page 11 of Proxy Statement

Identification and Analysis of 2007 Compensa tion Programs, page 13 of Proxy Statement

1. We note that you did not disclose the cor porate financial target s set by your Board
in connection with the annual bonus plan because they are confidential.  If you
believe that disclosure of corporate financ ial targets for completed fiscal years is
not required because it would result in competitive harm such that you may omit
this information under Instruction 4 to Item 402(b) of Regulation S-K, please

Robert S. Silberman
Strayer Education, Inc.
November 25, 2008 Page 2

provide in your response letter a detaile d explanation of such conclusion.  If you
believe you have a sufficient basis to keep  the information confidential, disclose
in future filings how difficult it would be  for the executive or how likely it would
be for you or a business unit to achieve  the undisclosed targets.  General
statements regarding the level of difficult y or ease associated with achieving the
goals are not sufficient.  In discussing how  difficult it will be for an executive or
how likely it will be for you or a busine ss unit to achieve the performance goals,
provide as much detail as necessary w ithout providing information that would
result in competitive harm.  Refer to Regulation S-K Compliance and Disclosure
Interpretations, Question and Answer 118.04, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

2. In future filings, please provide a more  detailed discussion of how actual bonus
awards and equity awards for each name d executive officer were determined for
your most recently completed fiscal year.  Please compare actual performance
during the year against the relevant targets.  Also discuss the significance of
individual assessments and any other qualita tive factors.  Tabular disclosure may
be helpful.  If there are material differences  in bonus or equity awards to different
named executive officers, your disclosure should explain why.

Potential Payments upon Termination or Change  in Control, page 20 of Proxy Statement

3. In future filings, please quantify the value of the three years of medical benefits
and potential gross-up payment to Mr. Silb erman.  Refer to Regulation S-K Item
402(j), Instructions 1 and 2.  If you disagree  that you are required to provide this
disclosure, please explain to us the reasons why.
 4. We note that you cross-reference your Outstanding Equity Awards tables for
disclosure of the value that would be realized upon vesting due to a change in control.  In future filings, please provide footnote disclosure to the tables so that
the value that would have been realized assuming a change in control at year-end
is clearly disclosed.  Also, define “c hange in control” for these purposes.

*    *    *    *

Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewing your responses to our comments.     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 for an info rmed decision.  Since the company and its

Robert S. Silberman
Strayer Education, Inc.
November 25, 2008
Page 3

management are in possession of all facts re lating 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 fo reclose the Commission from taking any
action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact John Harrington, Attorney-Advisor, at (202 ) 551-3576, or Paul
Fischer, Attorney-Adviser, at (202)  551-415, with any other questions.
        S i n c e r e l y ,            / s /  L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r