FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * STEFFEY SCOTT W   2. Issuer Name and Ticker or Trading Symbol CAREER EDUCATION CORP [CECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) CAREER EDUCATION CORPORATION, 231 N. MARTINGALE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 04/08/2013 (Street) SCHAUMBURG, IL 60173 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 2.2

04/08/2013

A

450,000

(1)

04/08/2023

Common Stock

450,000

$ 0

450,000

D

Cash-Settled RSU

(2)

04/08/2013

A

250,000

(3)

03/14/2017

Common Stock

250,000

$ 0

250,000

D

Cash-Settled RSU

(2)

04/08/2013

A

104,545

(4)

03/14/2017

Common Stock

104,545

$ 0

104,545

D

Stock Appreciation Right

$ 2.2

04/08/2013

A

50,000

(5)

04/08/2023

Common Stock

50,000

$ 0

50,000

D

Stock Appreciation Right

$ 2.2

04/08/2013

A

144,628

(6)

04/08/2023

Common Stock

144,628

$ 0

144,628

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STEFFEY SCOTT W CAREER EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG, IL 60173			President & CEO

Signatures

Gail B. Rago power of attorney for: Steve W. Steffey		04/10/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Exercisable in four equal annual installments on each of March 14, 2014, 2015, 2016 and 2017.
(2)	Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
(3)	Cash-settled RSUs granted under Issuer's 2008 Incentive Compensation Plan. These cash-settled RSUs vest in four equal installments on each of April 8, 2014 and March 14, 2015, 2016 and 2017, subject to achievement of certain perforamance criteria.
(4)	These cash-settled RSUs vest in four equal installments on each of April 8, 2014 and March 14, 2015, 2016 and 2017, subject to achievement of certain perforamance criteria.
(5)	Cash-Settled Stock Appreciation Rights ("SARs") granted under Issuer's 2008 Incentive Compenation Plan. These SARs vest in four equal installments on each of March 14, 2014, 2015, 2016 and 2017.
(6)	These SARs vest in four equal installments on each of March 14, 2014, 2015, 2016 and 2017.

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