Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Wheaton Jeremy J
 2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2011		 3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]
(Last)
(First)
(Middle)
CAREER EDUCATION CORPORATION, 2895 GREENSPOINT PARKWAY - SUITE 600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO of CTU
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOFFMAN ESTATES, IL 60195		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 9,921.2894 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (2) 03/12/2018 Common Stock 7,500 $ 13.32 D  
Non-Qualified Stock Option (right to buy)   (2) 05/16/2012 Common Stock 3,000 $ 22.07 D  
Non-Qualified Stock Option (right to buy)   (3) 02/24/2019 Common Stock 5,182 $ 26.15 D  
Non-Qualified Stock Option (right to buy)   (4) 03/02/2020 Common Stock 5,592 $ 29.02 D  
Non-Qualified Stock Option (right to buy)   (2) 05/18/2013 Common Stock 9,000 $ 29.35 D  
Non-Qualified Stock Option (right to buy)   (2) 03/18/2017 Common Stock 8,000 $ 29.68 D  
Non-Qualified Stock Option (right to buy)   (2) 05/17/2016 Common Stock 7,500 $ 30.8 D  
Non-Qualified Stock Option (right to buy)   (2) 05/19/2015 Common Stock 15,000 $ 34.7 D  
Non-Qualified Stock Option (right to buy)   (2) 05/20/2014 Common Stock 12,000 $ 62.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wheaton Jeremy J
CAREER EDUCATION CORPORATION
2895 GREENSPOINT PARKWAY - SUITE 600
HOFFMAN ESTATES, IL 60195		       CEO of CTU  

Signatures

By: Gail B. Rago, pursuant to POA For: Jeremy J. Wheaton 01/28/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) a. 5.2894 shares which were purchased under the Company's Employee Stock Purchase Plan, a Section 423 plan exempt from Section 16(a) and 16(b) ofthe SEC Act of 1934 pursuant to Rule 16b-3(c) ofthe Act. b. 6403 restricted shares granted by the Compensation Committee ofthe Company's Board of Directors. This number represents the maximum number of shares that have or could become vested assuming full satisfaction of all vesting requirements, c. 3513 shares acquired pursuant to vesting of restricted stock awards granted by the Compensation Committee.
(2) Immediately exercisable.
(3) Immediately as to the 1,295 shares ofthe underlying shares of Common Stock and the remaining underlying shares become exercisable in three equal annual installments on February 25, 2011, 2012 and 2013.
(4) Exercisable in four equal annual installments on each of March 3, 2011, 2012, 2013 and 2014. Exhibit List: Exhibit 24 - Power of Attorney

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