October 26, 2004


Tangela Richter
United States Securities and Exchange Commission
Washington, D.C. 20549-0305

       Re: ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
           Form S-3 filed on March 11, 2002
           File No. 333-84116

Dear Ms. Richter:

English Language Learning and Instruction Company, Inc. (the "Company") filed
a Registration Statement on Form S-3 with the Securities and Exchange
Commission ("SEC") on March 11, 2002.  The file number assigned to that S-3 is
333-84116.

No securities were sold or issued in connection with the referenced
Registration Statement which never went into effect.  The Company's management
considers the information contained in that Registration Statement stale and
not useful to investors in today's market assessing the Company's performance.
The Company also filed a Registration Statement on Form SB-2 (File No. 118616)
with the SEC on August 27, 2004.  The Company's management believes that the
SB-2 filed in August 2004 constitutes a more detailed and contemporary
disclosure of the Company's position and prospects than the S-3 filed on March
11, 2002.

The Company's SB-2 filed on August 27, 2004 is part of a general "rights
offering" to its existing shareholders.  The S-3 filed in March 11, 2002 was
part of an effort to register certain common shares for "selling
shareholders." To avoid the confusion that the S-3 filed in March 2002 might
engender among holders of our common stock who are considering buying new
shares of the Company's common stock under the rights offering, and because
that S-3 never went into effect, the Company hereby withdraws the Registration
Statement filed on Form S-3 on March 11, 2002, and requests your prompt
consent to such withdrawal.

This letter is countersigned by Rohit Patel, Chief Executive Officer of the
Company, who is authorized to take this action.

Thank you for your cooperation in this matter.

                                         Sincerely yours,

                                         Mike Otto

                                         /s/ Mike Otto

                                         OTTO & McBRIDE, P.C.


                                   ENGLISH LANGUAGE LEARNING &
                                   INSTRUCTION COMPANY, INC.

                                         By /s/ Rohit Patel

                                         Rohit Patel, Chief Executive Officer


cc: Tangela Richter (via facsimile 202-942-9544)

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