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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gray Donna L

(Last)

(First)

(Middle)

CAREER EDUCATION CORPORATION

2895 GREENSPOINT PARKWAY, SUITE 600

(Street)

HOFFMAN ESTATES

60169

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2008

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)
	VP Academic Affairs

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	9,535⁽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)
Employee Stock Option (Right to buy)	⁽³⁾	05/18/2013	Common Stock	3,000	$29.35	D
Employee Stock Option (Right to buy)	⁽³⁾	05/20/2014	Common Stock	2,500	$62.56	D
Employee Stock Option (Right to buy)	⁽⁴⁾	05/19/2015	Common Stock	2,500	$34.7	D
Employee Stock Option (Right to buy)	⁽⁵⁾	03/18/2017	Common Stock	5,000	$29.68	D
Employee Stock Option (Right to buy)	⁽⁶⁾	03/12/2018	Common Stock	10,000	$13.32	D

Explanation of Responses:

1. 285 shares of which were purchased under the Company's Employee Stock Purchase Plan.

2. 9,250 shares of which are restricted stock approved by the Compensation Committee of the Company's Board of Directors. This number represents the maximum number of shares that could become vested assuming full satisfaction of all vesting requirements.

3. Immediately exercisable.

4. Immediately exercisable as to 1,875 of the underlying shares of Common Stock and exercisable as to 625 of the remaining underlying shares on May 20, 2009.

5. Immediately exercisable as to 1,250 of the underlying shares of Common Stock and exercisable as to 1,250 of the remaining underlying shares on each of March 19, 2009, 2010 and 2011.

6. Exercisable as to 2,500 of the underlying shares of Common Stock on each of March 13, 2009, 2010, 2011 and 2012.

	/s/ Donna L. Gray	05/21/2008
	** 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.