8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):    May 3, 2006       

Career Education Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23245	36-3932190
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 (see General Instruction A.2. below):

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 8.01 Other Events.

On May 2, 2006, the Registrant issued a press release to report that the Third Amended Complaint had been filed in the securities class action litigation against the Registrant. 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, as amended, and it shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibits
99.1	Press Release of Registrant dated May 2, 2006, reporting that the Third Amended Complaint had been filed in the securities class action litigation against the Registrant.

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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/ Janice L. Block
		Janice L. Block
		Senior Vice President, General Counsel, and Corporate Secretary
Dated: May 3, 2006

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Exhibit Index

Exhibit Number	Description of Exhibits
99.1	Press Release of Registrant dated May 2, 2006, reporting that the Third Amended Complaint had been filed in the securities class action litigation against the Registrant.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Media:	Investor Relations:
Pattie Overstreet-Miller	Karen King
847/851-7351	847/585-3899
www.careered.com	www.careered.com
Lynne Baker
847/851-7006
www.careered.com

CAREER EDUCATION CORPORATION REPORTS RECEIPT OF THIRD AMENDED COMPLAINT

HOFFMAN ESTATES, IL, May 2, 2006 — Career Education Corporation (NASDAQ: CECO) reported today that the Third Amended Complaint has been filed in the securities class action litigation against the company. In March 2006, the United States District Court for the Northern District of Illinois granted for the second time the company’s motion to dismiss the action, holding that the plaintiffs had once again failed to plead a federal securities law violation against the company. In its decision dismissing the Second Amended Complaint, the Court granted the plaintiffs until April 17, 2006 to file a third amended complaint. Shortly before that deadline, the plaintiffs sought an extension of time, and the Court granted the plaintiffs one last opportunity to file a third amended complaint by no later than May 1, 2006.

“After the Court has already twice ruled that plaintiffs’ attorneys have not pled a single securities law violation, it is disappointing that they would try again, coming back for a third time,” said

Associate General Counsel Scott Levine, a former long-standing federal prosecutor. “We intend to vigorously defend our position, as we have in the past.”

About Career Education Corporation
The colleges, schools and universities that are part of the Career Education Corporation (CEC) family offer high quality education to more than 100,000 students across the world in a variety of career-oriented disciplines. The 80-plus campuses that serve these students are located throughout the U. S., Canada, France, the United Kingdom, and the United Arab Emirates and offer doctoral, master’s, bachelor’s, and associate degrees and diploma and certificate programs. Approximately one third of students attend the web-based virtual campuses of American InterContinental University Online and Colorado Technical University Online.

Career Education is an industry leader whose gold-standard brands are recognized globally. Those brands include, among others, the Le Cordon Bleu Schools North America; the Harrington College of Design; the Brooks Institute of Photography; the Katharine Gibbs Schools; American InterContinental University; Colorado Technical University and Sanford-Brown Institutes and Colleges. The mission of CEC, through its schools, its educators, and its employees is education—their primary goal, to enable students to graduate successfully and pursue rewarding careers.

For more information see www.careered.com.  The company’s website also has a detailed listing of individual campus locations and web links for its 80-plus colleges, schools and universities.