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*
ARASKOG RAND V
(Last) (First) (Middle)
125 WORTH AVENUE, SUITE 300
(Street)
PALM BEACH, FL 33480
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITT EDUCATIONAL SERVICES INC [ ESI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2003
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)
Code V Amount (A) or (D) Price
Common Stock 10/24/2003 M 20,000(1) A $10.438(2) 225,365 D
Common Stock 10/24/2003 M 4,000(3) A $8.032(4) 229,365 D
Common Stock 10/24/2003 S 6,600 D $48.3 222,765 D
Common Stock 10/24/2003 S 200 D $48.32 222,565 D
Common Stock 10/24/2003 S 1,800 D $48.33 220,765 D
Common Stock 10/24/2003 S 3,000 D $48.34 217,765 D
Common Stock 10/24/2003 S 3,000 D $48.35 214,765 D
Common Stock 10/24/2003 S 200 D $48.36 214,565 D
Common Stock 10/24/2003 S 100 D $48.37 214,465 D
Common Stock 10/24/2003 S 300 D $48.39 214,165 D
Common Stock 10/24/2003 S 600 D $48.4 213,565 D
Common Stock 10/24/2003 S 100 D $48.42 213,465 D
Common Stock 10/24/2003 S 100 D $48.44 213,365 D
Common Stock 10/24/2003 S 500 D $48.45 212,865 D
Common Stock 10/24/2003 S 1,000 D $48.46 211,865 D
Common Stock 10/24/2003 S 1,200 D $48.47 210,665 D
Common Stock 10/24/2003 S 500 D $48.5 210,165 D
Common Stock 10/24/2003 S 200 D $48.51 209,965 D
Common Stock 10/24/2003 S 500 D $48.52 209,465 D
Common Stock 10/24/2003 S 400 D $48.56 209,065 D
Common Stock 10/24/2003 S 700 D $48.57 208,365 D
Common Stock 10/24/2003 S 200 D $48.61 208,165 D
Common Stock 10/24/2003 S 1,200 D $48.62 206,965 D
Common Stock 10/24/2003 S 300 D $48.64 206,665 D
Common Stock 10/24/2003 S 100 D $48.68 206,565 D
Common Stock 10/24/2003 S 200 D $48.69 206,365 D
Common Stock 10/24/2003 S 200 D $48.71 206,165 D
Common Stock 10/24/2003 S 200 D $48.85 205,965 D
Common Stock 10/24/2003 S 200 D $48.86 205,765 D
Common Stock 10/24/2003 S 300 D $48.94 205,465 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $10.438 10/24/2003 M 20,000 08/11/1999 08/11/2009 Common Stock 20,000 $0 0 D
Stock Option (Right to Buy) $8.032 10/24/2003 M 4,000 05/24/2001 05/24/2010 Common Stock 4,000 $0 0 D
Explanation of Responses:
1. Represents: (a) 10,000 shares subject to a stock option (right to buy) granted on August 11, 1999 ("1999 Option"); and (b) the increase of 10,000 shares subject to the 1999 Option pursuant to the 2-for-1 split of the ESI common stock on June 6, 2002 ("June 2002 Split").
2. Represents an original exercise price of $20.875 for the shares of ESI common stock subject to the 1999 Option reduced to $10.438 pursuant to the June 2002 Split.
3. Represents: (a) 2,000 shares subject to a stock option (right to buy) granted on May 24, 2000 ("2000 Option"); and (b) the increase of 2,000 shares subject to the 2000 Option pursuant to the June 2002 Split.
4. Represents an original exercise price of $16.063 for the shares of ESI common stock subject to the 2000 Option reduced to $8.032 pursuant to the June 2002 Split.
Remarks:
This is the first of two Form 4s filed by the reporting person for transactions that occurred on October 24, 2003. Due to software limitations, all of the transactions that occurred on that date cannot be reported on one Form 4.
Clark D. Elwood, Attorney-In-Fact for Rand V. Araskog 10/24/2003
** 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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