SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fireng Stephen C

(Last)

(First)

(Middle)

5550 PRAIRIE STONE PARKWAY

SUITE 400

(Street)

HOFFMAN ESTATES

60195

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2005

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres., Online Education Group

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,089⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	08/27/2004	08/26/2009	Common Stock	1,600	$3.2656	D
Stock Option (right to buy)	06/28/2004	06/27/2010	Common Stock	2,000	$6	D
Stock Option (right to buy)	10/20/2004	10/19/2010	Common Stock	3,000	$8	D
Stock Option (right to buy)	05/11/2005	05/10/2011	Common Stock	5,000	$12.625	D
Stock Option (right to buy)	⁽³⁾	03/03/2012	Common Stock	10,000	$19.205	D
Stock Option (right to buy)	⁽⁴⁾	05/16/2012	Common Stock	20,000⁽⁸⁾	$22.065	D
Stock Option (right to buy)	⁽⁵⁾	05/18/2013	Common Stock	16,000⁽⁹⁾	$29.35	D
Stock Option (right to buy)	⁽⁶⁾	05/20/2014	Common Stock	16,000	$62.56	D
Stock Option (right to buy)	⁽⁷⁾	01/31/2015	Common Stock	40,000	$40.56	D

Explanation of Responses:

1. All of which were purchased under the Company's Employee Stock Purchase Plan.

2. Under a marital settlement agreement, the reporting person has agreed to transfer 476 of these shares to his ex-wife.

3. Immediately exercisable as to 5,000 of the underlying shares and exercisable as to 2,500 of the underlying shares on each of March 4, 2005 and 2006.

4. Immediately exercisable as to 10,000 of the underlying shares and exercisable as to 5,000 of the underlying shares on each of May 17, 2005 and 2006.

5. Immediately exercisable as to 4,000 of the underlying shares and exercisable as to 4,000 of the underlying shares on each of May 19, 2005, 2006 and 2007.

6. Exercisable as to 4,000 of the underlying shares on each of May 21, 2005, 2006, 2007 and 2008.

7. Exercisable as to 10,000 of the underlying shares on each of February 1, 2006, 2007, 2008 and 2009.

8. Under a martial settlement agreement, the reporting person's ex-wife is entitled to 11,000 of the shares issued upon exercise.

9. Under a martial settlement agreement, the reporting person's ex-wife is entitled to 8,800 of the shares issued upon exercise.

	/s/ Stephen C. Fireng	02/10/2005
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.