SecProbe.io

CORRESP
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November 1, 2005

BY
EDGAR AND MESSENGER

Mr. Larry Spirgel

Assistant Director

Division of Corporation
Finance

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C.  20549

  Re:

  Career Education
  Corporation

  Form 10-K
  for the fiscal year ended December 31, 2004

  Filed
  March 16, 2005

  Form 10-Q
  for the quarterly period ended June 30, 2005

  File
  No. 0-23245

Dear Mr. Spirgel:

We enclose for your review Career Education
Corporation’s (the “Company”) responses to comments 1 through 5 contained in
the Staff’s letter to the Company dated October 19, 2005 (the “Letter”)
relating to the Company’s Form 10-K for the fiscal year ended December 31,
2004, and Form 10-Q for the quarterly period ended June 30, 2005.  For convenience of reference, the comments in
the Letter have been repeated below.

Form 10-K for the fiscal year ended December 31,
2004

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Year Ended December 31, 2004, Compared
to Year Ended December 31, 2003, page 48

1.             We
note the 174% increase in OEG revenue which is attributed to an approximately
119% increase in student population.
Disclose in more detail the reasons underlying the increase in the OEG
student population that contributed to the increase in OEG revenue.  Refer to Section III of the Commission’s
Interpretive Release on Management Discussion and Analysis of Financial
Condition and Results of Operations which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

Response:

The increase
in OEG student population noted in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, is primarily attributable to (1) the continued growth of the online
postsecondary education market and (2) OEG’s continued penetration

into that
expanded market through increased investment in marketing activities and
recruiting efforts and an expansion of product offerings and online platforms.

In future
filings, we will continue to consider the Commission’s interpretive guidance
set forth in Section III of the Commission’s Interpretive Release on Management Discussion and Analysis of Financial Condition and Results of
Operations when preparing our disclosures in Management’s Discussion and
Analysis of Financial Condition and Results of Operations.

Consolidated Statements of Cash Flows, page F-7

2.             Revise
your statement to reflect your change in accounts receivable on a gross basis
as required by paragraphs 11 – 13 of SFAS No. 95

Response:

In our Annual
Report on Form 10-K for the year ended December 31, 2005, we will
comply with the disclosure requirements in paragraphs 11 – 13 of Statement of
Financial Accounting Standards No. 95, Statement of Cash Flows,
and present our change in accounts receivable on a gross basis in our consolidated
statement of cash flows.

Please note
that this requirement is not applicable to our consolidated statements of cash
flows included in our quarterly filings on Form 10-Q, as such quarterly
filings include a condensed statement of cash flows that reflects only a net
change in total operating assets and liabilities.  This method of condensed quarterly cash flow
statement presentation is permitted pursuant to Rule 10-01(a)(4) of
Regulation S-X.

Note 11 – Debt and Credit Agreements, page F-26

3.                                    We note you
obtained waivers for the covenants of your U.S. Credit Agreement.

Tell us:

•                  when the covenant violations occurred and when the waiver was obtained,

•                  if the violation was waived without further modification to your
covenants,

•                  if a grace period was extended to comply, and

•                  if any new terms have been negotiated for future periods.

Response:

In 2004, two
of our schools sold portfolios of fully reserved student accounts receivable
for total proceeds of approximately $215,000 in violation of Section 7.05
of our U.S. Credit Agreement (the “Agreement”).
We subsequently requested a waiver of Section 7.05 of the Agreement
and proposed an amendment to Section 7.05 of the Agreement to permit certain
subsequent sales of student accounts receivable.

Pursuant to
the Third Amendment to the Agreement, executed on December 30, 2004, the
lenders under the Agreement waived (1) our violation of Section 7.05
of the Agreement resulting from our prohibited distributions of student
accounts receivable during 2004 and (2) any default that may have arisen
under the Agreement due to such prohibited

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distributions.  The waiver did not represent a waiver, or a
consent to, any other past, present, or future violation of, or non-compliance
with, the Agreement.  The waivers became
effective upon the full satisfaction of certain specified conditions
precedent.  Additionally, Section 7.05
of the Agreement was amended to allow for annual dispositions, for fair market
value, of eligible student accounts receivable of up to $50.0 million.

On March 2,
2005, we provided a letter to the administrative agent of our Agreement
requesting that the lenders under the Agreement (1) waive our requirement
to comply with Section 7.05 of the Agreement with respect to our
contemplated disposition of our IADT-Montreal campus, which disposition was not
otherwise permitted under the Agreement, and (2) waive our requirement to
comply with Section 6.09 of the Agreement with respect to our restatement
of our 2000-2003 annual financial statements to correct our revenue recognition
policy with respect to certain culinary and health education programs with
externships.

On March 10,
2005, pursuant to a limited waiver agreement, the lenders waived our obligation
to comply with the requirements of Section 7.05 of the Agreement with
respect to our disposition of IADT-Montreal.
The lenders also waived our obligation to comply with the requirements
of (1) Section 6.09 of the Agreement with respect to the incorrect
recognition of revenue in 2000 through 2003 related to certain culinary and
health education programs with externships and (2) Section 6.01 and Section 6.02
of the Agreement to the extent, and only to the extent, that 2000-2003 financial
statements delivered to the lenders failed to comply with GAAP as a result of
our incorrect revenue recognition policy with respect to certain culinary and
health education programs with externships.
The waivers became effective upon the full satisfaction of certain
specified conditions precedent and were granted without any modification to the
covenants of the Agreement.  No grace
period was extended to comply with the covenants, and no new terms were
negotiated.

As reflected
in our Annual Report on Form 10-K for the fiscal year ended December 31,
2004, the amount outstanding under our U.S. Credit Agreement as of December 31,
2004, which totaled approximately $15.6 million, was not material to our
consolidated financial position at such date.
Furthermore, in light of cash and cash equivalent balances on hand as of
December 31, 2004, which totaled approximately $349.5 million,
availability under the U.S. Credit Agreement as of December 31, 2004, was
not necessary for the fulfillment of our current financial obligations at such
date.

Note 17 – Segment Reporting, page F-38

4.             Tell
us why your corporate and other assets have a negative balance in 2002 and the
reasons for the significant fluctuations in the asset balances by segments for
each year.

Response:

The negative corporate
and other segment asset balance as of December 31, 2002, is primarily
attributable to the elimination of inter-company accounts receivables within
the segment category.  Generally, our
schools carry inter-company receivable balances due from our corporate
headquarters as a function of our consolidated cash management system, which
requires schools to transfer cash generated from operating activities to the
corporate office.  The elimination of
such inter-company receivable balances in consolidation, and the inclusion of
such activity in the corporate and other segment, may result in a net negative
corporate and other asset balance.  We
believe this treatment of inter-company assets is consistent with the provisions
of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information.

Please note
that the elimination of inter-company assets did not result in net negative corporate
and other segment asset balances as of December 31, 2003 and 2004, due

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primarily to increases in assets held by our corporate
headquarters and other corporate entities.

As noted in
Note 17 – Segment Reporting in the notes to our consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2004, our CSU segment total assets increased from $766.0 million as of December 31,
2002, to $891.2 million as of December 31, 2003, to $975.3 million as of December 31,
2004.  The increase in CSU segment total
assets from December 31, 2002, to December 31, 2004, is primarily attributable
to acquisitions completed during the period, most significantly our acquisitions
of The INSEEC Group on February 18, 2003, and the Whitman Education Group on
July 1, 2003.  The increase is also
attributable to assets held by new schools that we opened during the period and
the overall growth of our CSU segment business during the period.

As noted in
Note 17 – Segment Reporting in the notes to our consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2004, our OEG segment total assets increased from $4.9 million as of December 31,
2002, to $78.0 million as of December 31, 2003, to $168.7 million as of December 31,
2004.  American Intercontinental
University Online, the primary component of our OEG segment, began instructing
full-time, degree seeking students in 100% online programs in April 2001.  The increase in OEG segment total assets from
December 31, 2002, to December 31, 2004, is primarily attributable to
the rapid growth in OEG student population and business operations during the
period and investments in OEG segment infrastructure necessary to support
actual and expected future growth.  Also
contributing to the increase in OEG segment assets, in July 2003, as part
of our acquisition of the Whitman Education Group, we acquired a second online platform,
Colorado Technical University Online, to further expand our online presence.

Please note
that OEG revenue increased from $23.5 million during 2002 to $391.5 million
during 2004, and OEG student population increased from 3,000 as of January 31,
2003 to approximately 24,900 as of January 31, 2005.

In future
quarterly and annual filings, we will provide explanations for significant
fluctuations in segment asset balances and any unusual segment asset balances.

Form 10-Q for the period ended June 30,
2005

5.             Please
comply with all of the above comments as applicable.

Response:

We will comply with all of
the above comments, as applicable, in our future filings on Form 10-K and Form 10-Q.

We acknowledge that:

•                  The
Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

•                  Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings;
and

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•                  The
Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

We believe the responses above fully address the comments contained in
the Letter.  Please call me at (847) 585-3815
if you have any questions regarding the above responses.

Sincerely,

  /s/ Patrick
  K. Pesch

  Patrick K. Pesch

  cc:

  Bob Carroll

  Kyle Moffatt

  Lawrence D. Levin

  Robert Der

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