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                 December 8, 2021

       Barry Kostiner
       Chief Financial Officer
       Legacy Education Alliance, Inc.
       1490 NE Pine Island Rd. Suite 5D
       Cape Coral, FL 33909

                                                        Re: Legacy Education
Alliance, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed on November
30, 2021
                                                            File No. 333-261414

       Dear Mr. Kostiner:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Janice Adeloye at 202-551-3034 or Dietrich King at
202-551-8071 with
       any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Trade & Services
       cc:                                              Dominick Ragno