May 20, 2005

David F. Carney
Chairman of the Board and CEO
Lincoln Educational Services Corporation
200 Executive Drive, Suite 340
West Orange, New Jersey 07052

	Re:	Lincoln Educational Services Corporation
		Registration Statement on Form S-1
		Filed March 29, 2005, as amended May 6, 2005
		File No. 333-123644

Dear Mr. Carney:

      We have reviewed your filing and your May 6, 2005 response
letter and have the following comments.  Where indicated, we think
you should revise your Form S-1 in response to these comments.  If
you disagree with any of our comments, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
After reviewing this information, we may or may not raise

      Please understand that the purpose of our review process is
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
of our review.  Feel free to call us at the telephone numbers
at the end of this letter.


1. Please update to comply with Rule 3-12 of Regulation S-X.

Summary, page 1

2. Please revise the italicized introductory paragraph to delete
third sentence in accordance with prior comment 8.  The
as to how you are referring to the company both before and after
reorganization appears unnecessary to an understanding of the
disclosure given that the reorganization took place over two years
ago.  Also revise the remainder of your prospectus, particularly
Business section, to reduce your reliance on unnecessary acronyms
pursuant to prior comment 10.

3. Revise to further reduce the length of the subsection entitled
"Market Opportunity," most of which is more appropriate for your
Business section.  See prior comment 11.

4. Please consider providing more of a summarized presentation of
regulatory information requested by our prior comment 12.
 Risk Factors, page 8

5. Your first two risk factors continue to contain long and
discussions.  Please revise to reduce any unnecessary detail and
provide enough information necessary to understand the risks.  See
prior comment 17.

Use of Proceeds, page 22

6. Refer to prior comment 26.  Is it possible for the company to
provide quantified estimates or ranges of the amounts intended to
allocated for each purpose you cite in this section, such as the
expansion of existing facilities and strategic acquisitions?  In
regard, you may add appropriate qualifying language stating that
amounts are estimates and are subject to change.

Management`s Discussion and Analysis, page 30

7. We continue to suggest that you provide more discussion of
material forward looking information about trends in your various
line items, such as changes in revenues, educational services and
facilities expenses, and selling, general, and administrative
expenses.  For example, we note that your revenues increased from
2002 to 2003 and from 2003 to 2004 partly because of acquisitions
other schools and increased enrollment.  We assume you expect
revenues to continue to increase in absolute terms because of
acquisitions and increased enrollments.  Do you expect the rate of
revenue increases will continue to decline in the 2004 to 2005
year?  In addition, and to the extent practicable, quantify the
anticipated costs associated with the continued roll-out of the
student management and reporting system in 2005 and 2006.  Also
address how you anticipate paying for the increased expenses
attributable to the roll-out of the new system and costs related
being a public company.  See prior comment 28.

8. Revise the second full paragraph on page 32 to provide an
description of the adverse effect on your operations that could
result if you receive a composite score under 1.0 in any future

      Revenue recognition, page 34

9. We note your response to our prior comment 29.  Please amend to
disclose the length of the applicable programs and your revenue
recognition period as defined in your response.

      Contractual obligations, page 43

10. We note your response to our prior comment 35.  Please revise
your disclosure to include interest payments in the contractual
obligations table or as a footnote to the table using rates as of
December 31, 2004.
Legal Proceedings, page 58

11. We are aware that you are currently involved in a civil
filed in a Tennessee state court.  Please tell us in your response
letter the consideration you gave to Item 103 of Regulation S-K
deciding whether or not to disclose this legal proceeding.

Management, page 75

	Employment-Related Arrangements, page 83

12. Please revise to further clarify the "pre-established
measures" and "non-financial performance objectives" established
the board or the compensation committee.  Summarize these measures
that investors will come away with a clear understanding of the
specific goals Mr. Carney and the other executives must achieve in
order to earn their bonus, including quantification of the
financial goals that must be reached.

Underwriting, page 111

	Reserved Shares, page 112

13. Please provide us with copies of all communications that will
sent to investors in connection with the reserved share program.
example, we note that while you provided us with copies of the
screen and deal sketch page for the Print Suppression Method of
communication, you did not provide us with copies of the materials
that will be sent to investors under the Print and Mail Method,
did not provide us with copies of the CEO Letter and other
communications to be sent under the Print Suppression Method.

Electronic Distributions, page 114

14. Please provide us with an expanded description of the
and copies of any screen shots, e-mails, and other communications
that will be used through i-Deal.  We may have further comments
receipt of those materials.

Goodwill and Other Intangible Assets, page F-8

15. We note your response to our prior comment 53.  Please amend
disclosure to include the language in your response.  Specifically
disclose the two-step process for impairment testing and
of your reporting units at an individual school level.

16. We note your response to our prior comment 54.  Please amend
new footnote to comply with the disclosure requirements of
45(c) of SFAS No. 142.

Note 10. Stockholders` Equity, page F-18

17. We note your response to our prior comment 58.  Please amend
10 to include the disclosure you have included in your response.

Draft Exhibit 5.1

18. Revise to remove the assumption under (e).  We believe that
purpose of the legality opinion is to provide investors with the
assurance that the shares are validly issued, fully paid and
nonassessable.  To the extent that determination depends on
the Purchase Agreement is the legal, valid and binding obligation
the respective parties should be determined by the issuer`s law
rather than individual investors.

*	*	*	*

      Please amend your Form S-1 in response to these comments.
may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
requested supplemental information.  Detailed cover letters
facilitate our review.  Please understand that we may have
comments after reviewing your amendment and responses to our

      You may contact Robert Carroll, Staff Accountant, at (202)
3362 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
you have questions regarding comments on the financial statements
related matters.  Please contact Derek Swanson, Staff Attorney, at
(202) 551-3366 or me at (202) 551-3833 with any other questions.


							Michele M. Anderson
							Legal Branch Chief

cc:	Rohan S. Weerasinghe, Esq.
	Shearman & Sterling LLP
	Via Facsimile: (212) 848-7179

Fred Erker, Esq.
Shearman & Sterling LLP
Via Facsimile: (646) 848-8167





Mr. David F. Carney
Lincoln Educational Services Corporation
May 20, 2005
Page 1