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^*

MCCULLOUGH GARY E

(Last)

(First)

(Middle)

2895 GREENSPOINT PARKWAY

SUITE 600

(Street)

HOFFMAN ESTATES

60169

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2007

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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	52,500⁽¹⁾	D
Common Stock	72,000⁽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)	⁽³⁾	03/04/2017	Common Stock	147,200	$29.73	D
Stock Option (right to buy)	⁽⁴⁾	03/04/2017	Common Stock	55,350	$29.73	D

Explanation of Responses:

1. A grant of 52,500 shares of restricted stock that was approved by the Compensation Committee of the Company's Board of Directors on March 5, 2007. These shares of restricted stock cease to be restricted and become non-forfeitable on March 5, 2010.

2. A grant of 72,000 shares of restricted stock that was approved by the Compensation Committee of the Company's Board of Directors on March 5, 2007. 36,000 of the shares of restricted stock cease to be restricted and become non-forfeitable on March 5, 2007, and the remainder of the shares of restricted stock cease to be restricted and become non-forfeitable on March 5, 2008.

3. Exercisable as to 36,800 of the underlying shares on each of March 5, 2008, 2009, 2010 and 2011.

4. Exercisable as to 27,675 of the underlying shares on each of March 5, 2008 and 2009.

	/s/ Gary E. McCullough	03/12/2007
	** 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.