DOCUMENT TYPE SC 13G/A
TEXT


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

Amendment # 3

Name of Issuer: CAREER EDUCATION CORP
_____________________________________________________
Title of Class
of Securities: Common Stock

CUSIP Number: 141665109

1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON

Prudential Financial, Inc. 22-3703799

2.) MEMBER OF A GROUP: (a) N/A
(b) N/A

3) SEC USE ONLY:



4) PLACE OF ORGANIZATION: New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:

5) Sole Voting Power: 926,334 See Exhibit A
6) Shared Voting Power: 4,991,587 See Exhibit A
7) Sole Dispositive Power: 926,334 See Exhibit A
8) Shared Dispositive Power: 5,316,787 See Exhibit A

9) AGGREGATE AMOUNT BENEFICIALLY OWNED:
6,243,121 See Exhibit A

10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: Not Applicable

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
7.0 See Exhibit A

12) TYPE OF REPORTING PERSON: HC

ITEM 1(a). NAME OF ISSUER:

CAREER EDUCATION CORP

ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:

CAREER EDUCATION CORP 2895 Greenspoint Parkway Suite 600 Hoffman Estates, IL 60195

ITEM 2(a). NAME OF PERSON FILING:

Prudential Financial, Inc.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

751 Broad Street
Newark, New Jersey 07102-3777

ITEM 2(c). CITIZENSHIP:

New Jersey

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2(e). CUSIP NUMBER:

141665109

ITEM 3. The Person filing this statement is a Parent Holding Company as
defined in Section 240.13d-1(b)(1)(ii)(G) of the Securities Exchange
Act of 1934.

ITEM 4. OWNERSHIP:

(a) Number of Shares
Beneficially Owned: 6,243,121 See Exhibit A

(b) Percent of Class: 7.0

(c) Powers                No. Of Shares

   -----------           -------------------- 

Sole power to vote or    926,334  See Exhibit A
to direct the vote

Shared power to vote or   4,991,587  See Exhibit A
to direct the vote

Sole power to dispose or  926,334 See Exhibit A
to direct disposition

Shared power to dispose   5,316,787  See Exhibit A
or to direct disposition

ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:

Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF
ANOTHER PERSON:

See Exhibit A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE ULTIMATE PARENT COMPANY:

See Exhibit A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP:

Not Applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not Applicable

ITEM 10. CERTIFICATION:

By signing below, Prudential Financial, Inc. certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.

The filing of this statement should not be construed as an admission that
Prudential Financial, Inc. is, for purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of such shares.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
Prudential Financial, Inc. certifies that the information set forth in this
statement is true, complete and correct.

PRUDENTIAL FINANCIAL, INC.

By: Frank Adamo
Second Vice President

Date: 02/06/2009
As of: 12/31/2008

Exhibit A
--------------

ITEM 6. OWNERSHIP:

Prudential Financial, Inc. may be deemed the beneficial owner of securities
beneficially owned by the Item 7 listed entities and may have direct or
indirect voting and/or investment discretion over 6,243,121 shares which are
held for it's own benefit or for the benefit of its clients by its separate
accounts, externally managed accounts, registered investment companies,
subsidiaries and/or other affiliates.  Prudential Financial, Inc.  is reporting
the combined holdings of these entities for the purpose of administrative
convenience.

These shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer.  The filing
of this statement should not be construed as an admission that Prudential
Financial, Inc. is, for the purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of these shares.

ITEM 7. IDENTIFICATION/CLASSIFICATION:

Prudential Financial, Inc. is a Parent Holding Company and the direct or indirect parent of the following Registered Investment Advisers and Broker Dealers:

 The Prudential Insurance Company of America

 IC,IA

  Prudential Investment Management, Inc.

 IA

 Jennison Associates LLC

 IA

  Prudential Bache Asset Management, Inc.

 IA

 Prudential Investments LLC 

 IA

  Prudential Private Placement Investors, L.P.

 IA,PN

 Pruco Securities, LLC

 IA,BD

  Prudential Investment Management Services LLC

 BD

 AST Investment Services, Inc.

 IA

  Prudential Annuities Distributors, Inc.

 BD

 Quantitative Management Associates LLC

 IA

  Prudential International Investments Advisers, LLC

 IA

 Global Portfolio Strategies, Inc.

 IA

  Prudential Bache Securities, LLC

 BD

 Prudential Bache Commodities, LLC

 BD