Mail Stop 3561									July 19,
2005

Via U.S. Mail and Fax (510) 444-3580

Jane A. Freeman
Senior Vice President and Chief Financial Officer
SCIENTIFIC LEARNING CORP
300 FRANK H. OGAWA PLAZA, SUITE 600
OAKLAND, CA 94612-2040

Re:	SCIENTIFIC LEARNING CORP
	Form 10-K/A for the year ended December 31, 2004
      Filed May 26, 2005

      Form 10-Q for the quarter ended March 31, 2005

	File No. 0-24547

Dear Ms.  Freeman

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review 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.

Form 10-K for the year ending December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Result of Operations

Results of Operations, page 23

1. We note that you attributed the decline in 2004 product revenue
compared to 2003 to several factors such as booked sales, shift in
sales mix, change in pricing structure and volume discounts.
Please
expand your discussion and analysis to quantify the impact of each
factor.  In addition, discuss whether or not you expect the trend
to
continue or change and the reasons why.  Refer to Item 303(a) (3)
of
Regulation S-K.

Note 1.  Summary of Significant Accounting Policies

Revenue, page 10

2. Refer to your disclosure that the Company allocates revenue to
each element of a transaction based on VSOE.  Since it appears
that
you have VSOE on all the elements it is unclear to us why you
concluded that revenue from the sale of software on a perpetual
basis
should be recognized at the later of product delivery date or
contract start using the residual method.  Addressing the relevant
guidance describe for us your basis for your conclusion.  In
addition
confirm to us that you have VSOE for all the elements in your
arrangements.

3. We note your disclosure that sales to your school customers
typically include multiple elements. Describe for us in detail the
nature and types of elements included in these arrangements.  In
addition, addressing relevant guidance tell us how you determine
the
unit of accounting in your arrangements with multiple elements and
the applicable revenue recognition policy.

4. Clarify for us the statement made on your press release dated
October 19, 2004 indicating that if your Progress Tracker is
considered not separable, then 97-2 would require you to recognize
all parts of the sale ratably over the Progress Tracker access
term.
You also noted that while some of your customers do not buy
Progress
Tracker, it is part of most of your sales to the K-12 business. It
appears to us that this statement contradicts the revenue
recognition
policy on the sale of your perpetual licenses.

Item 9A.  Controls and Procedures, page 25

5. We note your disclosure that your controls and procedures were
not
effective as of December 31, 2004 and that you concluded that
there
is a material weakness in the Company`s internal controls. You
should
provide here or in the MD&A a detail discussion of the reasons for
the material weakness in the internal controls and the steps that
you
are taken to remedy or mitigate the significant deficiency in your
internal controls.


General

6. Please provide the disclosures required by paragraph 37 of SFAS
131 within the MD&A and notes to the financial statements. In
addition, you should provide information about the extent of your
reliance on a major customer and segment information. For your
guidance refer to paragraphs 38 - 39 and 10 - 17 of SFAS 131.


Form 10-Q for the quarter ended March 31, 2005


7. To the extent applicable, revise to comply with the comments
above.




*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	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 informed decision.  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 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 do not foreclose the Commission from taking any action
with
respect to the filings; 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.



      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
551-
3370 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
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
							Larry Spirgel
							Assistant Director




??

??

??

??

Jane A. Freeman
SCIENTIFIC LEARNING CORP
July 25, 2005
Page 1 of 4



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

         DIVISION OF
CORPORATION FINANCE