8-K

 
                                 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): January 7, 1999


                         ITT EDUCATIONAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)
 
 
         Delaware                 1-13144                    36-2061311
     (State or other            (Commission                (IRS Employer
     jurisdiction of            File Number)            Identification No.)
     incorporation)


5975 Castle Creek Parkway North Drive
          P.O. Box 50466
      Indianapolis, Indiana                                  46250-0466
(Address of principal executive offices)                     (Zip Code)
 


      Registrant's telephone number, including area code: (317) 594-9499

 
Item 5.   Other Events

          The Press Release issued by the Company dated January 7, 1999,
          reporting student enrollment data and certain expansion plans, is
          incorporated herein by reference and filed with this report as Exhibit
          99.1.

Item 7.   Financial Statements and Exhibits

          (a)  Financial statements of businesses acquired.

               Not applicable.

          (b)  Pro forma financial information.

               Not applicable.

          (c)  Exhibits.

               The list of exhibits set forth in the Index to Exhibits on page
               S-2 is incorporated herein by reference.

                                      -2-

 
                                   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 thereunto duly authorized.


                              ITT Educational Services, Inc.

Date: January 7, 1999
                              By:   /s/ Clark D. Elwood
                                    -----------------------------------------
                                    Clark D. Elwood, Senior Vice President,
                                    General Counsel & Secretary

                                      S-1

 
                               INDEX TO EXHIBITS

 
 
Exhibit No.              Description
- -----------              -----------
                       
   99.1                  Text of Press Release issued by the Company dated
                         January 7, 1999.
 

                                      S-2

EX-99.1

                                                                    EXHIBIT 99.1
 
                   ITT EDUCATIONAL SERVICES, INC. ANNOUNCES
                 CLASS STARTS FOR DECEMBER TERM AND PLANS FOR 
                        NEW TECHNOLOGY OFFERING IN 1999



Indianapolis, IN, January 7, 1999 -- ITT Educational Services, Inc. (NYSE:ESI) 
today announced that new student enrollment at its ITT Technical Institutes for 
the December 1998 term increased approximately 7 percent to 4,053 compared with 
3,799 at the end of December 1997. As of December 31, 1998, total student 
enrollment increased approximately 5 percent to 25,608 from 24,498 a year ago.

The number of first-time students enrolling in the December 1998 term was 3,105 
compared with 2,978 for the same term in 1997, a 4 percent increase. Re-entering
students (i.e., individuals who had previously withdrawn from school) numbered 
948 in the December 1998 term compared with 821 for the same term in 1997, an 
increase of approximately 16 percent. Same-college new student enrollment (i.e.,
at ITT Technical Institutes opened for more than 24 months) in the December 1998
term was 3,927 compared with 3,716 in the December 1997 term, an increase of 
approximately 6 percent. Same-college total student enrollment increased 2 
percent to 24,964 for the term ended December 31, 1998, compared with 24,369 
for the previous year's period.

The Company also announced that it plans an accelerated roll-out in 1999 of its 
new Computer Network Systems Technology (CNST) program. Following the successful
introduction last year at three locations, the Company had planned to introduce 
the program at 13 institutes in 1999. The Company now plans to introduce the 
CNST program at approximately 27 institutes in 1999. "While the large investment
involved in accelerating the roll-out of the CNST program is expected in the 
short term to have a slightly negative effect on earnings in 1999 (not expected 
to exceed $0.02 per share in 1999), we still believe that our 1999 earnings goal
is attainable," said Rene R. Champagne, chairman, president and CEO. "If the 
1999 CNST program introductions are successful, we will consider continuing the 
roll-out of this program at additional institutes in 2000," continued Champagne.
The additional CNST program offerings comprise the majority of the 35 new 
program offerings planned for 1999. The Company also plans to open four new ITT 
Technical Institutes in 1999 in the Syracuse, Richmond, Boston and New Orleans 
areas.

The Company plans to announce its fourth quarter and year-end 1998 results on 
January 11, 1999.

ITT Educational Services, Inc. operates 65 ITT Technical Institutes in 27 states
which provide career-focused programs of study in fields of technology to 
approximately 25,000 students.

ESI has filed a registration statement with the Securities and Exchange 
Commission, which is not yet effective, relating to a proposed underwritten 
public offering of 7,000,000 shares, together with a potential over-allotment of
950,000 shares, of ESI common stock held by ITT Corporation (the "Offering").
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

A copy of the written prospectus relating to the Offering may be obtained from 
the managers of the Offering through the Prospectus Department -- Credit Suisse 
First Boston, 11 Madison Avenue, New York, NY 10010 or Salomon Smith Barney, 140
58th Street, 8th Floor, Brooklyn, NY 11220.

Except for the historical information contained herein, the matters discussed in
this press release are forward looking statements that involve a number of risks
and uncertainties. Among the factors that could cause actual results to differ
materially are the following: business conditions and growth in the
postsecondary education industry and in the general economy; changes in federal
and state governmental regulations with respect to education and accreditation
standards, or the interpretation or enforcement thereof, including, but not
limited to, the level of government funding for, and the Company's eligibility
to participate in, student financial aid programs utilized by the Company's
students; the consummation of the proposed settlements of student litigation
related to the Company's technology programs in California and the Company's
hospitality programs; effects of any change in ownership of the Company
resulting in a change in control of the Company, including, but not limited to,
the consequences of such changes on the accreditation and federal and state
regulation of the institutes; receptivity of students and employers to the
Company's existing program offerings and new curricula; loss of lender access to
the Company's students for student loans; a substantial increase in the shares
of Common Stock available for sale in the market if some or all of ITT
Corporation's Common Stock holdings are divested; and other risks and
uncertainties detailed from time to time in the Company's filings with the
Securities and Exchange Commission.