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 * Cooper Jeffrey R   2. Issuer Name and Ticker or Trading Symbol ITT EDUCATIONAL SERVICES INC [ESI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Chief Compliance Officer (Last) (First) (Middle) 13000 NORTH MERIDIAN STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2009 (Street) CARMEL, IN 46032-1404 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 01/29/2009   M   10,000 (1) A $ 38.25 10,000 D   Common Stock 01/29/2009   M   5,000 (2) A $ 49.74 15,000 D   Common Stock 01/29/2009   S   5,800 (3) D $ 124.07 9,200 D   Common Stock 01/29/2009   S   9,200 (4) D $ 125.22 0 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 (Right to Buy)

$ 38.25

01/29/2009

M

10,000 (1)

(5)

11/03/2014

Common Stock

10,000 (1)

$ 0

0

D

Stock Option (Right to Buy)

$ 49.74

01/29/2009

M

5,000 (2)

(6)

02/02/2012

Common Stock

5,000 (2)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cooper Jeffrey R 13000 NORTH MERIDIAN STREET CARMEL, IN 46032-1404			SVP, Chief Compliance Officer

Signatures

Christine G. Long, Attorney-In-Fact for Jeffrey R. Cooper		01/30/2009
**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)	Represents a portion of the 15,000 shares subject to a stock option (right to buy) with an effective grant date of November 1, 2004.
(2)	Represents the 5,000 shares subject to a stock option (right to buy) with an effective grant date of February 2, 2005.
(3)	This transaction was executed in multiple trades at prices ranging from $123.65 to $124.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4)	This transaction was executed in multiple trades at prices ranging from $125.00 to $125.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5)	The option vested in three equal installments on November 1, 2005, 2006 and 2007.
(6)	The option vested in one installment on October 24, 2005.

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