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

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1. Name and Address of Reporting Person^*

Shore Kenneth D

(Last)

(First)

(Middle)

2895 GREENSPOINT PARKWAY

SUITE 600

(Street)

HOFFMAN ESTATES

60195

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2004

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)
	Group Pres., Gibbs Division

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	833⁽¹⁾	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)
Stock Option (right to buy)	⁽²⁾	12/02/2011	Common Stock	2,000	$15.565	D
Stock Option (right to buy)	⁽³⁾	05/16/2012	Common Stock	3,000	$22.065	D
Stock Option (right to buy)	⁽⁴⁾	05/18/2013	Common Stock	6,000	$29.35	D
Stock Option (right to buy)	⁽⁵⁾	12/01/2012	Common Stock	9,000	$19.055	D
Stock Option (right to buy)	⁽⁶⁾	05/20/2014	Common Stock	8,000	$62.56	D
Stock Option (right to buy)	⁽⁷⁾	09/19/2014	Common Stock	10,000	$29.54	D

Explanation of Responses:

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

2. Exercisable as to 1,000 of the underlying shares on each of December 3, 2004 and 2005.

3. Exercisable as to 1,500 of the underlying shares on each of May 17, 2005 and 2006.

4. Exercisable as to 2,000 of the underlying shares on each of May 19, 2005, 2006 and 2007.

5. Exercisable as to 3,000 of the underlying shares on each of December 2, 2004, 2005 and 2006.

6. Exercisable as to 2,000 of the underlying shares on each of May 21, 2005, 2006, 2007 and 2008.

7. Exercisable as to 2,500 of the underlying shares on each of September 20, 2005, 2006, 2007 and 2008.

	/s/ Kenneth D. Shore	11/23/2004
	** 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.
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