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 *
  Gray Donna L
 2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2008		 3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]
(Last)
(First)
(Middle)
CAREER EDUCATION CORPORATION, 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)
VP Academic Affairs
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOFFMAN ESTATES, IL 60169		 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 9,535 (1) (2)
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
Employee Stock Option (Right to buy)   (3) 05/18/2013 Common Stock 3,000 $ 29.35 D  
Employee Stock Option (Right to buy)   (3) 05/20/2014 Common Stock 2,500 $ 62.56 D  
Employee Stock Option (Right to buy)   (4) 05/19/2015 Common Stock 2,500 $ 34.7 D  
Employee Stock Option (Right to buy)   (5) 03/18/2017 Common Stock 5,000 $ 29.68 D  
Employee Stock Option (Right to buy)   (6) 03/12/2018 Common Stock 10,000 $ 13.32 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gray Donna L
CAREER EDUCATION CORPORATION
2895 GREENSPOINT PARKWAY, SUITE 600
HOFFMAN ESTATES, IL 60169		       VP Academic Affairs  

Signatures

/s/ Donna L. Gray 05/21/2008
**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) 285 shares of which were purchased under the Company's Employee Stock Purchase Plan.
(2) 9,250 shares of which are restricted stock approved by the Compensation Committee of the Company's Board of Directors. This number represents the maximum number of shares that could become vested assuming full satisfaction of all vesting requirements.
(3) Immediately exercisable.
(4) Immediately exercisable as to 1,875 of the underlying shares of Common Stock and exercisable as to 625 of the remaining underlying shares on May 20, 2009.
(5) Immediately exercisable as to 1,250 of the underlying shares of Common Stock and exercisable as to 1,250 of the remaining underlying shares on each of March 19, 2009, 2010 and 2011.
(6) Exercisable as to 2,500 of the underlying shares of Common Stock on each of March 13, 2009, 2010, 2011 and 2012.

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