Aspen Group, Inc.

276 Fifth Avenue, Suite 505

New York, New York 10001

March 19, 2021


Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549


Aspen Group, Inc.

Registration Statement on Form S-3

File No. 333-251459

Ladies and Gentlemen:

In accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, Aspen Group, Inc. (the “Company”) is hereby requesting that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m. on March 23, 2021, or as soon thereafter as may be practicable.

If you have any questions regarding this request, please contact Michael Harris, our legal counsel at (561) 644-2222.

Very truly yours,


/s/ Michael Mathews

Michael Mathews

Chief Executive Officer


Michael D. Harris, Esq.

Constantine Christakis, Esq.