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 *
  Graham John P
 2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2006		 3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]
(Last)
(First)
(Middle)
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)
Treas., Sr. VP Fin.
 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 6,499 (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
Stock Option (right to buy) 03/13/2006 03/12/2012 Common Stock 20,000 $ 18.245 D  
Stock Option (right to buy)   (2) 05/18/2013 Common Stock 8,000 $ 29.35 D  
Stock Option (right to buy) 12/15/2005 05/20/2014 Common Stock 5,000 $ 62.56 D  
Stock Option (right to buy)   (3) 05/19/2015 Common Stock 15,000 $ 34.7 D  
Stock Option (right to buy)   (4) 05/17/2016 Common Stock 15,000 $ 30.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graham John P
2895 GREENSPOINT PARKWAY
SUITE 600
HOFFMAN ESTATES, IL 60195		       Treas., Sr. VP Fin.  

Signatures

/s/ John P. Graham 05/24/2006
**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) Includes a grant of 5,000 shares of restricted stock that was approved by the Company's Board of Directors on May 18, 2006 and 1,499 shares that were acquired under the Company's Employee Stock Purchase Plan.
(2) Immediately exercisable as to 6,000 of the underlying shares and exercisable as to 2,000 of the underlying shares on May 19, 2007.
(3) Immediately exercisable as to 3,750 of the underlying shares and exercisable as to 3,750 of the underlying shares on each of May 20, 2007, 2008 and 2009.
(4) Exercisable as to 3,750 of the underlying shares on each of May 18, 2007, 2008, 2009 and 2010.

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