May 17, 2005



Mail Stop 3-8

By Facsimile and U.S. Mail

Mr. Ronald Elliot
Chief Executive Officer
Excelligence Learning Corp
2 Lower Ragsdale Drive
Monterey, CA 93940


Re:	Form 10-K for the year ended December 31, 2004
	Filed March 16, 2005
	File No.  0-32613

Dear Mr. Elliot:

      We have reviewed your filing and have the following
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation.   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 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 ENDED DECEMBER 31, 2004

Item 1. Business

General

1. Your retail business sells various numerous educational
products
through multiple distribution channels.  Please disclose the
amount
or percentage of total revenue contributed by any class of similar
products that accounted for 10% or more of total revenues in each
of
the three years ended December 30, 2004. Refer to Item
101(c)(1)(i)
of S-K.

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

Results of Operations, page 20

1. Your existing discussions of revenue comparisons generally
indicate that revenues improved from new product offerings and
improved sales and marketing strategies.  We believe your
disclosures
of revenue comparisons could be enhanced by a discussion that
includes the impact of pricing in tandem with a discussion of
volume.
For example, if increased volumes were partially offset by sales
of
lower priced goods, such analysis should be included to the extent
material.  Please revise in future filings your discussions of
revenue comparisons accordingly.

2. You discuss the business reasons for changes in the various
line
items of your statements of operations.  However, in circumstances
where there is more than one business reason for the change,
quantify
the incremental impact of each individual business reason
discussed
on the overall change in the line item.  For example, you indicate
that overall growth in the Early Childhood segment was achieved
through new product offerings, new customer solicitation and
improved
sales and marketing strategies. While this information is helpful,
also quantify the extent to which income was affected by each of
these reasons. In future filings, whenever possible, please
quantify
all line item changes with more than one business reason.

Item 8. Financial Statements and Supplementary Data

Note 2. Summary of Significant Accounting Policies

(b) Inventories, page F-7

3. We note you source a significant number of your products
overseas.
Please advise and in future filings expand the notes to your
financial statements to indicate if you record your inventory when
received or when it is shipped.

(i) Equity-Based Compensation, page F-9

4. Your basic and diluted-as reported EPS is disclosed as $0.10
and
does not agree with the amount reported on the face of your
statements of operations.  Please revise in future filings or
advise.

5. You disclose on page F-18 that your options outstanding were
995
thousand as of December 31, 2004 and 1,147 thousand as of December
31, 2003 and that a certain number of such shares are anti-
dilutive.
You indicate that the number of shares you use to calculate basic
and
diluted EPS is the same.  Please help us understand why you have
not
included any common stock equivalents when calculating your
diluted
EPS. In this regard, please reconcile the number of options
outstanding to those that have been deemed anti-dilutive.

Note 13. Employee Benefits, page F-17

6. We note that you have recorded deferred compensation on your
consolidated balance sheets and amortize a portion of such amounts
to
your statements of operations.  Please tell us and disclose in
future
filing who received these awards, provide a description of the
awards
granted, and indicate the vesting period and any contingencies to
be
satisfied prior to issuance of such securities.

 	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
with your responses to our comments and provide any requested
supplemental information.  Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in
response to our comments on your filing.


	If you have any questions regarding these comments, please
direct them to John Cannarella, Staff Accountant, at (202) 551-
3337.
In his absence, direct your questions to Donna Di Silvio at (202)
551-3202.  Any other questions may be directed to me at (202) 551-
3841.


Sincerely,



						Michael Moran
						Accounting Branch Chief



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Excelligence Learning Corp
May 17, 2005
Page 1