Prepared By R.R. Donnelley Financial -- Form 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): 05/11/2005

ITT Educational Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-13144

DE		36-2061311
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

13000 North Meridian Street, Carmel, IN 46032-1404

(Address of Principal Executive Offices, Including Zip Code)

317-706-9200

(Registrant’s Telephone Number, Including Area Code)

(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:

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

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 1.01. Entry into a Material Definitive Agreement

On May 3, 2005, Daniel M. Fitzpatrick was elected Senior Vice President, Chief Financial Officer of the Registrant by its Board of Directors, effective June 6, 2005. The information set forth under Item 5.02 of this report is incorporated in this Item 1.01 by reference.

Under the terms of his employment arrangement with the Registrant, Mr. Fitzpatrick will receive a base salary payable at an annual rate of $235,000. Mr. Fitzpatrick was also granted a stock option as of June 6, 2005 to purchase 18,245 shares of the Registrant's common stock at a price equal to the fair market value of the stock at the close of business on June 3, 2005. The option will vest in three equal annual installments beginning one year from the date of grant and will expire on the seventh anniversary date of the grant. Mr. Fitzpatrick will participate in the Registrant's 2005 Executive Bonus Parameters disclosed in the Registrant's current report on Form 8-K dated January 25, 2005 and incorporated herein by reference.

In his new p osition, Mr. Fitzpatrick will also have an allowance to be used for tax return preparation and financial planning, and tickets to sporting, theater and other events.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

The following information is furnished pursuant to Sub-items (b) and (c) of Item 5.02:

(b) On May 3, 2005, Daniel M. Fitzpatrick was elected Senior Vice President, Chief Financial Officer of the Registrant, which is the principal financial officer of the Registrant, by its Board of Directors, effective June 6, 2005. This position has been filled on an interim basis since April 26, 2005 by Kevin M. Modany, the President and Chief Operating Officer of the Registrant, as disclosed in the Registrant's current report on Form 8-K dated April 26, 2005 and incorporated herein by reference. Prior to his appointment as President and Chief Operating Officer, Mr. Modany served as the Senior Vice President and Chief Financial Officer of the Registrant. Mr. Modany will continue to serve as Chief Financial Officer of the Registrant until June 6, 2005.

(c) Mr. Fitzpatrick, age 45, will serve as Senior Vice President, Chief Financial Officer of the Registrant beginning June 6, 2005. From July 1998 through May 2005, h e served as Senior Vice President and Controller of Education Management Corporation, a provider of postsecondary education.

The press release issued by the Registrant dated May 11, 2005 reporting Mr. Fitzpatrick's appointment as Senior Vice President, Chief Financial Officer of the Registrant is incorporated herein by reference and furnished to the Securities and Exchange Commission as Exhibit 99.1.

Signature(s)

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.

		ITT Educational Services, Inc.


Date: May 11, 2005.	By:	/s/ Clark D. Elwood
		Clark D. Elwood
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
EX-99.1		ITT EDUCATIONAL SERVICES, INC. APPOINTS DANIEL M. FITZPATRICK AS SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER

EX-99.1 2 rrd78501_5721.htm ITT EDUCATIONAL SERVICES, INC. APPOINTS DANIEL M. FITZPATRICK AS SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER ITT EDUCATIONAL SERVICES, INC Exhibit 99.1

ITT EDUCATIONAL SERVICES, INC. APPOINTS

DANIEL M. FITZPATRICK AS SENIOR VICE PRESIDENT,

CHIEF FINANCIAL OFFICER

CARMEL, IN, May 11, 2005--ITT Educational Services, Inc. (NYSE:ESI) announced today that Daniel M. Fitzpatrick has been appointed Senior Vice President, Chief Financial Officer of ESI effective on June 6, 2005. In this role, Mr. Fitzpatrick will report directly to Rene R. Champagne, Chairman and Chief Executive Officer. Prior to his appointment as Senior Vice President, Chief Financial Officer of ITT/ESI, Mr. Fitzpatrick served almost seven years as the Senior Vice President and Controller of Education Management Corporation, one of the largest providers of private postsecondary education in North America. Prior to Education Management, Mr. Fitzpatrick worked for Arthur Andersen LLP as an engagement manager providing audit, accounting and business advisory services.

Champagne said, "We are delighted that Dan has joined ITT/ESI as Senior Vice President, Chief Financial Officer. Dan's extensive experience in the postsecondary education industry will be invaluable as we execute our growth initiatives. In addition to serving as the principal accounting officer for a publicly traded postsecondary education company, Dan has vast experience auditing educational and other institutions as part of a large public accounting firm, is very knowledgeable about the requirements of the Sarbanes-Oxley Act and has handled the financial and accounting aspects of multiple acquisitions."

Fitzpatrick said, "I am looking forward to joining the ITT/ESI team and working with Rene Champagne and Kevin Modany to deliver career-focused postsecondary education to a diverse student body and enhance shareholder value. The ITT/ESI education system is recognized as a leader in providing career-focused postsecondary education, and I am anxious to contribute to that effort."

ITT Educational Services, Inc. is a leading provider of technology-oriented postsecondary degree programs. The company operates 79 ITT Technical Institutes in 31 states with a total student enrollment of approximately 40,000. The ITT/ESI education system offers programs at the associate, bachelor and master degree levels in five schools of study: information technology, electronics engineering technology, drafting and design, business and criminal justice. Programs of study are delivered in residence, online and through a combination of residence and online delivery.

-----END PRIVACY-ENHANCED MESSAGE-----