Renaissance Learning, Inc.
P.O. Box 8036
Wisconsin Rapids, Wisconsin 54495-8036
Phone (715) 424-3636; Fax (715) 424-4242
www.renlearn.com
May 25, 2005
VIA EDGAR AND FACSIMILE (202) 942-9528
Mr. Perry Hindin
Division of Corporate Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE:
Renaissance Learning, Inc.
Registration Statement on Form S-4/A3
File No. 333-122993
In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, the undersigned, on behalf of Renaissance Learning, Inc. (the “Company”), hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 9:00 a.m., Washington, D.C. time, on May 26, 2005, or as soon thereafter as is practicable.
In requesting acceleration as described above, the undersigned, on behalf of the Company, acknowledges the following:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; | |
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and | |
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
RENAISSANCE LEARNING, INC.
/s/ Steven A. Schmidt
Steven A. Schmidt
Executive Vice President
cc:
Dennis F. Connolly
