SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STEELE TODD H

(Last)

(First)

(Middle)

2895 GREENSPOINT PARKWAY

SUITE 600

(Street)

HOFFMAN ESTATES

60195

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [ CECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/24/2003		M		66,000	A	$3.2813	110,814	D
Common Stock	09/24/2003		M		646	A	$4.6563	111,460	D
Common Stock	09/24/2003		S		1,633	D	$47.75	109,827	D
Common Stock	09/24/2003		S		500	D	$47.76	109,327	D
Common Stock	09/24/2003		S		1,000	D	$47.78	108,327	D
Common Stock	09/24/2003		S		18,000	D	$47.9	90,327	D
Common Stock	09/24/2003		S		1,059	D	$47.97	89,268	D
Common Stock	09/24/2003		S		17,023	D	$48	72,245	D
Common Stock	09/24/2003		S		6,000	D	$48.03	66,245	D
Common Stock	09/24/2003		S		6,000	D	$48.05	60,245	D
Common Stock	09/24/2003		S		1,100	D	$48.06	59,145	D
Common Stock	09/24/2003		S		7,845	D	$48.08	51,300	D
Common Stock	09/24/2003		S		5,000	D	$48.09	46,300	D
Common Stock	09/24/2003		S		1,340	D	$48.1	44,960	D
Common Stock⁽¹⁾	09/24/2003		S		146	D	$48.12	44,814⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽¹⁾	$3.2813	09/24/2003		M			66,000	07/29/2003	07/28/2008	Common Stock	70,000	$3.2813	4,000	D
Stock Option (right to buy)⁽¹⁾	$4.6563	09/24/2003		M			646	⁽³⁾	05/19/2009	Common Stock	67,646	$4.6563	67,000	D

Explanation of Responses:

1. All stock and option amounts and prices in this Form 4 reflect the two-for-one share split effected in the form of a stock dividend, paid on August 22, 2003 to stockholders of record on August 5, 2003.

2. 15,486 shares of which were purchased under the Company's Employee Stock Purchase Plan.

3. Immediately exercisable as to 35,000 of the underlying shares of Common Stock and exercisable as to the remaining 32,000 underlying shares on May 20, 2004.

	/s/ Todd H. Steele	09/25/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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