X0202 4 2007-09-04 0 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0001116587 ELWOOD CLARK D C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL IN 46032-1404 0 1 0 0 Sr VP, Gen Counsel & Secretary Common Stock 2007-09-04 4 M 0 15000 17.063 A 23304 D Common Stock 2007-09-04 4 M 0 10000 9.719 A 33304 D Common Stock 2007-09-04 4 S 0 2500 108.82 D 30804 D Common Stock 2007-09-04 4 S 0 100 108.70 D 30704 D Common Stock 2007-09-04 4 S 0 100 108.69 D 30604 D Common Stock 2007-09-04 4 S 0 400 108.68 D 30204 D Common Stock 2007-09-04 4 S 0 100 108.67 D 30104 D Common Stock 2007-09-04 4 S 0 100 108.66 D 30004 D Common Stock 2007-09-04 4 S 0 100 108.65 D 29904 D Common Stock 2007-09-04 4 S 0 100 108.64 D 29804 D Common Stock 2007-09-04 4 S 0 200 108.63 D 29604 D Common Stock 2007-09-04 4 S 0 500 108.62 D 29104 D Common Stock 2007-09-04 4 S 0 500 108.61 D 28604 D Common Stock 2007-09-04 4 S 0 700 108.60 D 27904 D Common Stock 2007-09-04 4 S 0 300 108.59 D 27604 D Common Stock 2007-09-04 4 S 0 400 108.58 D 27204 D Common Stock 2007-09-04 4 S 0 400 108.57 D 26804 D Common Stock 2007-09-04 4 S 0 400 108.56 D 26404 D Common Stock 2007-09-04 4 S 0 400 108.55 D 26004 D Common Stock 2007-09-04 4 S 0 200 108.51 D 25804 D Common Stock 2007-09-04 4 S 0 200 108.50 D 25604 D Common Stock 2007-09-04 4 S 0 200 108.39 D 25404 D Common Stock 2007-09-04 4 S 0 200 108.38 D 25204 D Common Stock 2007-09-04 4 S 0 200 108.37 D 25004 D Common Stock 2007-09-04 4 S 0 200 108.36 D 24804 D Common Stock 2007-09-04 4 S 0 500 108.35 D 24304 D Common Stock 2007-09-04 4 S 0 200 108.33 D 24104 D Common Stock 2007-09-04 4 S 0 200 108.32 D 23904 D Common Stock 2007-09-04 4 S 0 200 108.31 D 23704 D Common Stock 2007-09-04 4 S 0 200 108.30 D 23504 D Stock Option (Right to Buy) 17.063 2007-09-04 4 M 0 15000 0 D 2009-01-28 Common Stock 15000 0 D Stock Option (Right to Buy) 9.719 2007-09-04 4 M 0 10000 0 D 2011-01-25 Common Stock 10000 3334 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2007. Represents a portion of the: (a) 20,000 shares subject to a stock option (right to buy) with an effective grant date of January 26, 1999 ("1999 Option"); and (b) the increase of 20,000 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"). Represents an original exercise price of $34.125 for the shares of ESI common stock subject to the 1999 Option, reduced to $17.063 pursuant to the June 2002 Split. Represents a portion of the: (a) 20,000 shares subject to a stock option (right to buy) with an effective grant date of January 23, 2001 ("2001 Option"); and (b) the increase of 20,000 shares subject to the 2001 Option pursuant to the June 2002 Split. Represents an original exercise price of $19.438 for the shares of ESI common stock subject to the 2001 Option, reduced to $9.719 pursuant to the June 2002 Split. The option vested in three equal installments on January 26, 2000, 2001 and 2002. The option vested in three equal installments on January 23, 2002, 2003 and 2004. Power of Attorney is attached hereto as exhibit 24. This is the first of three Form 4s filed by the reporting person for transactions that occurred on September 4, 2007. Due to software limitations, all of the transactions that occurred on that date cannot be reported on one Form 4. Christine G. Long, Attorney-In-Fact for Clark D. Elwood 2007-09-05