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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1. Name and Address of Reporting Person * LALLY THOMAS B   2. Issuer Name and Ticker or Trading Symbol CAREER EDUCATION CORP [CECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8 MAGNOLIA LANE 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2009 (Street) SMITHTOWN, NY 11787 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 Common Stock               20,000 D

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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
Stock Option	$ 22.065	05/17/2002		D(1)			48,000	(2)	05/16/2012(1)	Common Stock	48,000	$ 0	0	D
Stock Option	$ 22.065	02/20/2009		A(1)		48,000		(2)	05/16/2012(1)	Common Stock	48,000	$ 0	48,000	D
Stock Option	$ 29.35	05/19/2003		D(1)			48,000	(3)	05/18/2013(1)	Common Stock	48,000	$ 0	0	D
Stock Option	$ 29.35	02/20/2009		A(1)		48,000		(3)	05/18/2013(1)	Common Stock	48,000	$ 0	48,000	D
Stock Option	$ 62.56	05/21/2004		D(1)			24,000	(4)	05/20/2014(1)	Common Stock	24,000	$ 0	0	D
Stock Option	$ 62.56	02/20/2009		A(1)		24,000		(4)	05/20/2014(1)	Common Stock	24,000	$ 0	24,000	D
Stock Option	$ 34.7	05/20/2005		D(1)			24,000	(5)	05/19/2015(1)	Common Stock	24,000	$ 0	0	D
Stock Option	$ 34.7	02/20/2009		A(1)		24,000		(5)	05/19/2015(1)	Common Stock	24,000	$ 0	24,000	D
Stock Option	$ 30.8	05/18/2006		D(1)			24,000	(6)	05/17/2016(1)	Common Stock	24,000	$ 0	0	D
Stock Option	$ 30.8	02/20/2009		A(1)		24,000		(6)	05/17/2016(1)	Common Stock	24,000	$ 0	24,000	D
Stock Option	$ 33.96	05/17/2007		D(1)			24,000	(7)	05/16/2017(1)	Common Stock	24,000	$ 0	0	D
Stock Option	$ 33.96	02/20/2009		A(1)		24,000		(7)	05/16/2017(1)	Common Stock	24,000	$ 0	24,000	D
Stock Option	$ 18.64	05/13/2008		D(1)			24,000	(8)	05/12/2018(1)	Common Stock	24,000	$ 0	0	D
Stock Option	$ 18.64	02/20/2009		A(1)		24,000		(8)	05/12/2018(1)	Common Stock	24,000	$ 0	24,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LALLY THOMAS B 8 MAGNOLIA LANE SMITHTOWN, NY 11787	X

Signatures

/s/ Gail B. Rago, as attoney-in-fact		02/20/2009
**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)	Amendment of outstanding options to provide for an extended exercise period following cessation of services as a director, which may result in a deemed cancellation of the option and the grant of a replacement option.
(2)	Grants were fully vested as of May 17, 2004.
(3)	Grants were fully vested as of May 19, 2005.
(4)	Grants were fully vested as of May 21, 2006.
(5)	Grants were fully vested as of May 20, 2007.
(6)	Grants were fully vested as of May 18, 2008.
(7)	Immediately exercisable as to 16,000 of the underlying shares of Common Stock and exercisable as to 8,000 of the remaining underlying shares on May 17, 2009.
(8)	Immediately exercisable as to 8,000 of the underlying shares of Common Stock and exercisable as to 8,000 of the remaining underlying shares on each of May 13, 2009 and 2010.

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