Mail Stop 3561

      							October 19, 2005
Via U.S. Mail and Fax (847-781-3610)
Mr. Patrick K. Pesch, Chief Financial Officer
Career Education Corporation
2895 Greenspoint Parkway, Suite 600
Hoffman Estates, IL  60195


	RE:	Career Education Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 16, 2005

		Form 10-Q for the quarterly period ended June 30, 2005
      File No. 0-23245


Dear Mr. Pesch:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.







Form 10-K for the fiscal year ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Year ended December 31, 2004 Compared to Year Ended December 31,
2003, page 48

1. We note the 174% increase in OEG revenue which is attributed to
an
approximate 119% increase in student population.  Disclose in more
detail the reasons underlying the increase in the OEG student
population that contributed to the increase in OEG revenue.  Refer
to
Section III of the Commission`s Interpretive Release on
Managements
Discussion and Analysis of Financial Condition and Results of
Operations which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

Consolidated Statements of Cash Flows, page F-7

2. Revise your statement to reflect your change in accounts
receivable on a gross basis as required by paragraphs 11 - 13 of
SFAS
No. 95.

Note 11 - Debt and Credit Agreements, page F-26

3. We note you obtained waivers for the covenants of your U.S.
Credit
Agreement.  Tell us:
* when the covenant violation occurred and when the waiver was
obtained,
* if the violation was waived without further modification to your
covenants,
* if a grace period was extended to comply, and
* if any new terms have been negotiated for future periods.

Note 17 - Segment Reporting, page F-38

4. Tell us why your corporate and other assets have a negative
balance in 2002 and the reasons for the significant fluctuations
in
the asset balances by segment for each year.

Form 10-Q for the period ended June 30, 2005

5. Please comply with all of the above comments as applicable.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please file your response letter via EDGAR.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Bob Carroll, Staff Accountant, at (202) 551-
3362 or Kyle Moffatt, Branch Chief Accountant, at (202) 551-3836
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,



								Larry Spirgel
								Assistant Director
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Mr. Patrick K. Pesch, Chief Financial Officer
Career Education Corporation
October 19, 2005
Page 3



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

         DIVISION OF
CORPORATION FINANCE