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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DEAN JOHN E (Last) (First) (Middle) LAW OFFICES OF JOHN E. DEAN 1101 VERMONT AVENUE NW - STE 400 (Street) WASHINGTON DC 20005 (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) 05/22/2007
	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	05/22/2007		M		10,000(1)	A	$10.438(2)	29,343	D
Common Stock	05/22/2007		S		300	D	$109.29	29,043	D
Common Stock	05/22/2007		S		300	D	$109.45	28,743	D
Common Stock	05/22/2007		S		100	D	$109.47	28,643	D
Common Stock	05/22/2007		S		200	D	$109.48	28,443	D
Common Stock	05/22/2007		S		200	D	$109.46	28,243	D
Common Stock	05/22/2007		S		300	D	$109.5	27,943	D
Common Stock	05/22/2007		S		900	D	$109.37	27,043	D
Common Stock	05/22/2007		S		200	D	$109.38	26,843	D
Common Stock	05/22/2007		S		100	D	$109.41	26,743	D
Common Stock	05/22/2007		S		200	D	$109.44	26,543	D
Common Stock	05/22/2007		S		600	D	$109.43	25,943	D
Common Stock	05/22/2007		S		100	D	$109.34	25,843	D
Common Stock	05/22/2007		S		100	D	$109.26	25,743	D
Common Stock	05/22/2007		S		100	D	$109.03	25,643	D
Common Stock	05/22/2007		S		100	D	$109.02	25,543	D
Common Stock	05/22/2007		S		100	D	$109.24	25,443	D
Common Stock	05/22/2007		S		100	D	$109.27	25,343	D
Common Stock	05/22/2007		S		200	D	$109.21	25,143	D
Common Stock	05/22/2007		S		1,500	D	$109.2	23,643	D
Common Stock	05/22/2007		S		500	D	$109.22	23,143	D
Common Stock	05/22/2007		S		200	D	$109.16	22,943	D
Common Stock	05/22/2007		S		100	D	$108.99	22,843	D
Common Stock	05/22/2007		S		100	D	$108.96	22,743	D
Common Stock	05/22/2007		S		300	D	$108.97	22,443	D
Common Stock	05/22/2007		S		100	D	$109.07	22,343	D
Common Stock	05/22/2007		S		800	D	$109.1	21,543	D
Common Stock	05/22/2007		S		1,300	D	$109.18	20,243	D
Common Stock	05/22/2007		S		600	D	$109.19	19,643	D
Common Stock	05/22/2007		S		100	D	$109.12	19,543	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(2)	05/22/2007		M			10,000(1)	08/11/1999	08/11/2009	Common Stock	10,000(1)	$0	10,000	D

Explanation of Responses:

1. Represents a portion of the: (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 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.

Remarks:

Power of Attorney is attached hereto as exhibit 24. This is the first of two Form 4s filed by the reporting person for transactions that occurred on May 22, 2007. 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 John E. Dean	05/22/2007
	** 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 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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