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 *
  Kulkarni Manoj Govind
2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2012
3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CEC]
(Last)
(First)
(Middle)
231 N. MARTINGALE ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP AND CIO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SCHAUMBURG, IL 60173
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 40,746 (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 10,000 $ 13.32 D  
Non- Qualified Stock Option (right to buy)   (3) 02/24/2019 Common Stock 7,093 $ 26.15 D  
Non- Qualified Stock Option (right to buy)   (4) 03/02/2020 Common Stock 11,140 $ 29.02 D  
Non- Qualified Stock Option (right to buy)   (5) 03/13/2021 Common Stock 14,724 $ 21.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kulkarni Manoj Govind
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173
      SVP AND CIO  

Signatures

By Gail B. Rago, pursuant to POA for Manoj G. Kulkarni 01/31/2012
**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) Of these shares, 37,232 represents the maximum number of shares that have or could become vested assuming full satisfaction of vesting requirements; and 3,514 shares are owned directly.
(2) Immediately exercisable.
(3) Immediately exercisable as to 3,546 of the underlying shares of common stock, excercisable as to 1,773 of the underlying shares on February 25, 2012 and exercisable as to 1,774 of the remaining underlying shares on February 25, 2013.
(4) Immediately exercisable as to 2,785 of the underlying shares of common stock and exercisable as to 2,785 of the remaining underlying shares on each of March 3, 2012, March 3, 2013, and March 3, 2014.
(5) Exercisable as to 3,681 of the underlying shares of common stock on each of March 14, 2012, March 14, 2013, March 14, 2014, and March 14, 2015.

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