8-K

UNITED STATES	OMB APPROVAL
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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		December 7, 2004
Career Education Corporation
(Exact name of registrant as specified in its charter)
Delaware	0-23245				36-3932190
(State or other jurisdiction of incorporation)	(Commission File Number)				(IRS Employer Identification No.)
2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL				60195
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(847) 781-3600
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 7, 2004, Career Education Corporation (the “Registrant”) issued a press release announcing that its American InterContinental University (AIU) has been removed from Warning status by its accrediting agency, the Commission on Colleges of the Southern Association of Colleges and Schools (SACS).  A copy of the Registrant’s press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.  The information contained in this Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and it shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) None.

(b) None.

(c) Exhibits

Exhibit Number	Description of Exhibits
99.1	Press Release of Registrant dated December 7, 2004.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAREER EDUCATION CORPORATION
	By:	/s/ Patrick K. Pesch
		Patrick K. Pesch
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Dated:  December 7, 2004

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Exhibit Index

Exhibit Number	Description of Exhibits
99.1	Press Release of Registrant dated December 7, 2004.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Tracy K. Lorenz
	Director of Investor Relations
	847/585-3899
	www.careered.com

CAREER EDUCATION CORPORATION ANNOUNCES
AIU REMOVED FROM WARNING STATUS BY ACCREDITOR

Hoffman Estates, Ill. (December 7, 2004) – Career Education Corporation (Nasdaq:CECO) announced that it was verbally informed by its accrediting agency, the Commission on Colleges of the Southern Association of Colleges and Schools (SACS), that its American InterContinental University (AIU) has been removed from Warning status.  It is the company’s understanding that it will receive official notification from SACS within the next week.  It is also the company’s understanding that SACS has deferred approvals of requested substantive changes, including openings of two new AIU schools in San Antonio and Dallas.

- more-

Career Education Corporation (www.careered.com) is the world’s largest on-campus provider of private, for-profit, postsecondary education and has a rapidly-growing presence in online education. CEC’s Colleges, Schools and Universities Group operates 82 campuses in the U.S., Canada, France, the United Kingdom and the United Arab Emirates and offers doctoral degree, master’s degree, bachelor’s degree, associate degree and diploma programs in the career-oriented disciplines of visual communication and design technologies, information technology, business studies, culinary arts and health education. The Online Education Group operates American InterContinental University Online and Colorado Technical University Online and offers a variety of degrees in information technology, business, visual communication and education. CEC’s total student population on October 31, 2004 was approximately 97,300 students.

Except for the historical and present factual information contained herein, the matters set forth in this release, including statements under “Business Outlook” and statements identified by words such as “anticipates,” “expects,” “projects,” “plans,” “will,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on information currently available to us and involve risks and uncertainties that could cause our actual growth, results, performance and business prospects and opportunities to differ materially from those expressed in, or implied by these statements. These risks and uncertainties, the outcome of which could materially and adversely affect our financial condition and operations, include, but are not limited to: risks related to our ability to comply with, and the impact of changes in, legislation and regulations that affect our ability to participate in student financial aid programs; costs, risks and effects of legal and administrative proceedings and investigations and governmental regulations, including the pending Securities and Exchange Commission and Justice Department investigations and, class action, derivative, Qui Tam, and other lawsuits; cost and potential impact of findings by the special committee of our Board of Directors that is investigating allegations of securities laws violations against CEC; risks related to our ability to comply with accrediting agency requirements or obtain accrediting agency approvals; costs and difficulties related to the integration of acquired businesses; future financial and operational results; competition; general economic conditions; ability to manage and continue growth; and other risk factors relating to our industry and business, as detailed in our Annual Report on Form 10-K for the year ended December 31, 2003, and from time to time in our other reports filed with the SEC. We disclaim any responsibility to update these forward-looking statements.

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