
<PAGE>
 
                                                                     Exhibit 3.1


               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          CAREER EDUCATION CORPORATION
                          ----------------------------

                  (originally incorporated on January 5, 1994)


     Career Education Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify that this Amended and Restated
Certificate of Incorporation of the Corporation set forth below has been duly
adopted in accordance with Sections 242 and 245 of the DGCL:


                                   ARTICLE I
                                   ---------

     The name of the corporation is Career Education Corporation (the
"Company").


                                   ARTICLE II
                                   ----------

     The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Corporation Trust Center, Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.


                                  ARTICLE III
                                  -----------

     The nature of the business to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the DGCL.


                                   ARTICLE IV
                                   ----------

     A.  Capital Stock.
         ------------- 

          1.  Authorized Stock.
              ---------------- 

          Immediately prior to the filing of this Amended and Restated
     Certificate of Incorporation, the total numbers of shares of capital stock
     of all classes which the Company had authority to issue was 966,000 shares,
     including (i) 500,000 shares of Class A Voting Common Stock, par value $.01
     per share ("Class A Common"), (ii) 100,000 shares of Class B Voting Common
     Stock, par value $.01 per share ("Class B
<PAGE>
 
     Common"), (iii) 100,000 shares of Class C Non-voting Common Stock, par
     value $.01 per share ("Class C Common"), (iv) 100,000 shares of Class D
     Non-voting Common Stock par value $.01 per shares ("Class D Common"), (v)
     100,000 shares of Class E Non-voting Common Stock, par value $.01 per share
     ("Class E Common" and, collectively with the Class A Common, Class B
     Common, Class C Common and Class D Common, "Old Common Stock"), (vi) 50,000
     shares of Preferred Stock, Series A, par value $.01 per share ("Series A
     Preferred"), (vii) 1,000 shares of Preferred Stock, Series B, par value
     $.01 per share, (viii) 5,000 shares of Preferred Stock, Series C, par value
     $.01 per share ("Series C Preferred"), and (ix) 10,000 shares of Series D
     Preferred Stock, par value $.01 per share ("Series D Preferred" and,
     collectively with the Series A Preferred and Series C Preferred, "Preferred
     Stock").  Effective upon the filing of this Amended and Restated
     Certificate of Incorporation with the Secretary of State of the State of
     Delaware, the Corporation shall have authority to issue the following
     classes of stock, in the number of shares and at the par value as indicated
     opposite the name of the class:
<TABLE>
<CAPTION>
                                         NUMBER OF
                                          SHARES         PAR VALUE
                     CLASS               AUTHORIZED      PER SHARE
                 --------------         -----------      ---------
                <S>                      <C>             <C>

                 Common Stock           50,000,000         $0.01
                 Preferred Stock         1,000,000         $0.01
</TABLE>


          2.  Conversion of Common Stock and Preferred Stock.
              ----------------------------------------------

          At the time of the filing of this Amended and Restated Certificate of
     Incorporation with the Secretary of State of the State of Delaware, (a)
     each outstanding whole share of Old Common Stock shall automatically,
     without the necessity of any further action on the part of the holder
     thereof, be changed and reclassified into 7.473438 shares of Common Stock,
     and (b) each outstanding whole share of Preferred Stock shall
     automatically, without the necessity of further action on the part of the
     holder thereof, be changed and reclassified into such number of shares of
     Common Stock as shall be determined by dividing the book value of such
     share of Preferred Stock (i.e., the book value of such share plus, in the
     case of Series A Preferred or Series D Preferred, all accrued dividends
     previously added to the liquidation value pursuant to the terms thereof) by
     the initial price per share to the public in the Company's initial public
     offering of Common Stock. Upon the occurrence of the reclassifications
     effected by this Section A.2. (the "Conversions"), each certificate for
     outstanding shares of Old Common Stock or Preferred Stock dated prior to
     the effective date of the Conversions shall evidence, and be deemed to
     evidence, the number of shares of Common Stock into which the shares
     previously evidenced by such certificate shall have been reclassified in
     accordance with this Section A.2., and the Conversions shall become
     effective in accordance with the terms hereof, whether or not any or all of
     the certificates evidencing Old Common Stock and Preferred Stock shall have
     been surrendered or new certificates evidencing the number of shares of
     Common Stock into which such shares have been reclassified have been issued
     in accordance with Section A.3. hereof.

                                      -2-
<PAGE>
 
          3. Subsequent Reissuance of Certificates.
             ------------------------------------- 

          Following the occurrence of the Conversions, each holder of shares of
     Old Common Stock or Preferred Stock shall either (a) surrender each
     certificate evidencing any such shares at the office of the Corporation or
     (b) notify the Corporation that such certificate has been lost, stolen or
     destroyed and execute an agreement satisfactory to the Corporation to
     indemnify the Corporation from any loss incurred by it in connection with
     the reissuance of such lost, stolen or destroyed certificate. The
     Corporation shall thereupon issue and deliver to such holder a certificate
     or certificates, in the name shown on such certificate evidencing Old
     Common Stock or Preferred Stock, for the number of whole shares of Common
     Stock into which the shares of Old Common Stock or Preferred Stock
     evidenced by the surrendered (or lost, stolen or destroyed) certificate
     have been reclassified, dated as of the date on which the Conversions
     become effective. The Corporation shall not be obligated to issue any
     certificate evidencing shares of Common Stock in connection with the
     Conversions except in accordance with this Section A.3.

          4.  Fractional Shares.
              ----------------- 

          Notwithstanding the foregoing, no fraction of a share of Common Stock
     shall be issued by virtue of the Conversions, but in lieu thereof, each
     holder of shares of Preferred Stock who would otherwise be entitled to a
     fraction of a share of Common Stock (after aggregating all fractional
     shares of Common Stock to be received by such holder) shall receive from
     the Corporation an amount in cash (rounded to the nearest whole cent) equal
     to the product of (i) such fraction multiplied by (ii) the initial price
     per share to the public in the Company's initial public offering of Common
     Stock.

     B.   Designations and Rights.
          ----------------------- 

          The designations and the powers, preferences and relative,
     participating, optional or other rights of the capital stock and the
     qualifications, limitations or restrictions thereof are as follows:
 
          1.   Common Stock.
               ------------ 

               a. Voting Rights: Except as otherwise required by law or
          expressly provided herein, the holders of shares of Common Stock shall
          be entitled to one vote per share on each matter submitted to a vote
          of the stockholders of the Corporation.

               b. Dividends: Subject to the rights of the holders, if any, of
          Preferred Stock, the holders of Common Stock shall be entitled to
          receive dividends at such times and in such amounts as may be
          determined by the Board of Directors of the Corporation.

               c. Liquidation Rights: In the event of any liquidation,
          dissolution or winding up of the Corporation, whether voluntary or
          involuntary, after payment or provision for payment of the debts and
          other liabilities of the Corporation and

                                      -3-
<PAGE>
 
          the preferential amounts to which the holders of any outstanding
          shares of Preferred Stock shall be entitled upon dissolution,
          liquidation or winding up, the assets of the Corporation available for
          distribution to stockholders shall be distributed ratably among the
          holders of the shares of Common Stock.

     2.   Preferred Stock.
          --------------- 
 
          Preferred Stock may be issued from time to time in one or more series.
     Subject to the other provisions of this Certificate of Incorporation and
     any limitations prescribed by law, the Board of Directors is authorized to
     provide for the issuance of and issue shares of the Preferred Stock in
     series and, by filing a certificate pursuant to the laws of the State of
     Delaware, to establish from time to time the number of shares to be
     included in each such series and to fix the designation, powers,
     preferences and rights of the shares of each such series and any
     qualifications, limitations or restrictions thereof.  The number of
     authorized shares of Preferred Stock may be increased or decreased (but not
     below the number of shares thereof then outstanding) by the affirmative
     vote of the holders of a majority of the Common Stock, without a vote of
     the holders of any Preferred Stock, or of any series thereof, unless a vote
     of any such holders is required pursuant to the certificate or certificates
     establishing such series of Preferred Stock.


                                   ARTICLE V
                                   ---------

     The business and affairs of the Corporation shall be managed by or under
the direction of a board of directors consisting of not less than five (5) nor
more than nine (9) directors. The exact number shall be determined from time to
time by resolution adopted by the affirmative vote of a majority of the
directors in office at the time of adoption of such resolution. Initially, the
number of directors shall be seven (7) and shall consist of the following
persons: Robert E. Dowdell, Wallace O. Laub, Thomas B. Lally, John M. Larson,
Keith K. Ogata, Patrick K. Pesch and Todd H. Steele.

     The directors shall be divided into three classes, Class I, Class II and
Class III with each class having two members. Class I shall initially consist of
the following directors: Messrs. Dowdell and Pesch. Class II shall initially
consist of the following directors: Messrs. Laub, Ogata and Steele.  Class III
shall initially consist of the following directors: Messrs. Lally and Larson.
The initial term of office of the Class I, Class II and Class III directors
shall expire at the annual meeting of stockholders in 1999, 2000 and 2001,
respectively. Beginning in 1999, at each annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes by the Board of
Directors so as to maintain the number of directors in each class as nearly
equal as is reasonably possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class. In
no case will a decrease in the number of directors, shorten the term of any
incumbent director, even though such decrease may result in an inequality of the
classes until the expiration of such term. A director shall hold office until
the annual meeting of stockholders in the year in which his or her term expires
and until his or her successor shall be elected and qualified

                                      -4-
<PAGE>
 
subject, however, to prior death, resignation, retirement or removal from
office.  Directors may only be removed for cause, except as otherwise provided
by law, by the holders of at least sixty-six and two-thirds percent (66 2/3%) of
the shares entitled to vote at an election of directors.  Except as required by
law or the provisions of this Certificate of Incorporation, all vacancies on the
Board of Directors and newly-created directorships shall be filled by the Board
of Directors.  Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his or her predecessor.

     Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation and any resolutions of the Board of
Directors applicable thereto, and such directors so elected shall not be divided
into classes pursuant to this Article V.  Notwithstanding anything to the
contrary contained in this Certificate of Incorporation, the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of the shares
entitled to vote generally in the election of directors shall be required to
amend, alter or repeal, or to adopt any provision inconsistent with, this
Article V.


                                   ARTICLE VI
                                   ----------

     A.   Written Consent.  Any action required or permitted to be taken by the
stockholders of the Corporation shall be effected only at a duly called annual
or special meeting of stockholders of the Corporation and shall not be effected
by consent in writing by the holders of outstanding stock pursuant to Section
228 of the DGCL or any other provision of the DGCL.

     B.   Special Meetings.  Special meetings of stockholders of the Corporation
may be called upon not less than ten (10) nor more than sixty (60) days' written
notice by the Board of Directors, pursuant to a resolution approved by a
majority of the Board of Directors.

     C.   Amendment.  Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
eighty percent (80%) of the shares entitled to vote generally in the election of
directors shall be required to amend, alter or repeal, or to adopt any provision
inconsistent with, this Article VI.


                                  ARTICLE VII
                                  -----------

     In furtherance and not in limitation of the power conferred by statute, the
Board of Directors is expressly authorized to make, alter, amend or repeal the
By-laws of the Corporation.  The By-laws of the Corporation may be altered,
amended, or repealed, or new By-laws may be adopted, by the Board of Directors
in accordance with the preceding sentence or by the vote of the holders of at
least eighty percent (80%) of the voting power of the shares of the Corporation
entitled to vote generally in the election of directors at an annual or special
meeting of stockholders, provided that, if such alteration, amendment, repeal or
adoption of new

                                      -5-
<PAGE>
 
By-laws is effected at a duly called special meeting, notice of such alteration,
amendment, repeal or adoption of new By-laws is contained in the notice of such
special meeting.


                                  ARTICLE VIII
                                  ------------

     A director of the Corporation shall not, in the absence of fraud, be
disqualified by his office from dealing or contracting with the Corporation
either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a
director of the Corporation be liable to account to the Corporation for any
profit realized by him from or through any transaction or contract of the
Corporation by reason of the fact that such director, or any firm of which such
director is a member or any corporation of which such director is an officer,
director or stockholder, was interested in such transaction or contract if such
transaction or contract has been authorized, approved or ratified in a manner
provided in the DGCL for authorization, approval or ratification of transactions
or contracts between the Corporation and one or more of its directors or
officers or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest.


                                   ARTICLE IX
                                   ----------

     Meetings of stockholders may be held within or without the State of
Delaware as the By-laws of the Company may provide.  The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors of the Corporation
or in the By-laws of the Corporation.  Election of directors need not be by
written ballot unless the By-laws of the Corporation so provide.

                                   ARTICLE X
                                   ---------

     Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of the DGCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for the Corporation under the provisions of
Section 279 of the DGCL, order a meeting of the creditors or class of creditors
and/or the stockholders or class of stock of the Corporation, as the case may
be, to be summoned in such manner as said court directs.  If a majority in
number representing three-fourths (3/4) of the value of the creditors or class
of creditors and/or the stockholders or class of stockholders the Corporation,
as the case may be, agree to any compromise or arrangement or to any
reorganization of the Corporation as a consequence of such compromise or
arrangement, said compromise or arrangement of said reorganization shall, if
sanctioned by the Court to which said application has been made, be binding on
all the creditors or class of creditors and/or on all the stockholders or class
of stockholders, of the Corporation, as the case may be, and also on the
Corporation.

                                      -6-
<PAGE>
 
                                  ARTICLE XI
                                  ----------

     The Board of Directors of the Corporation may adopt a resolution proposing
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute.


                                  ARTICLE XII
                                  -----------

     A.   Indemnification of Officers and Directors:  The Corporation shall:
          
          1.   indemnify, to the fullest extent permitted by the DGCL, any
     present or former director of the Corporation and any present or former
     officer, employee or agent of the Corporation selected by the Board of
     Directors for indemnification, such selection to be evidenced by an
     indemnification agreement, who was or is a party or is threatened to be
     made a party to any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the Corporation) by reason of the fact
     that such person is or was a director, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, or if
     such person has previously been designated for indemnification by a
     resolution of the Board of Directors, is or was an officer, employee or
     agent of the Corporation, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred by such person in connection with such action, suit or proceeding
     if such person acted in good faith and in a manner such person reasonably
     believed to be in or not opposed to the best interests of the Corporation,
     and, with respect to any criminal action or proceeding, had no reasonable
     cause to believe such person's conduct was unlawful. The termination of any
     action, suit or proceeding by judgment, order, settlement or conviction, or
     upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which such person reasonably believed to be in, or not opposed to,
     the best interests of the Corporation, and, with respect to any criminal
     action or proceeding, had reasonable cause to believe that such person's
     conduct was unlawful; and

          2.   indemnify any present or former director of the Corporation and
     any present or former officer, employee or agent of the Corporation
     selected by the Board of Directors for indemnification, such selection to
     be evidenced by an indemnification agreement, who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that such person is or was a director,
     or is or was serving at the request of the Corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, or if such person has previously been
     designated for indemnification by a resolution of the Board of Directors,
     is or was an officer, employee or agent of the Corporation, against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     such person acted in good faith and in a manner such person reasonably
     believed to be in or not opposed to

                                      -7-
<PAGE>
 
     the best interests of the Corporation and except that no indemnification
     shall be made in respect of any claim, issue or matter as to which such
     person shall have been adjudged to be liable to, the Corporation, unless
     and only to the extent that the Court of Chancery or the court in which
     such action or suit was brought shall determine upon application that,
     despite the adjudication of liability but in view of all the circumstances
     of the case, such person is fairly and reasonably entitled to indemnity for
     such expenses which the Court of Chancery or such other court shall deem
     proper; and

          3.   indemnify any present or former director or officer or any
     present or former employee or agent of the Corporation selected by the
     Board of Directors for indemnification, such selection to be evidenced by
     an indemnification agreement, against expenses (including attorneys' fees)
     actually and reasonably incurred by such person in connection therewith, to
     the extent that such person has been successful on the merits or otherwise
     in defense of any action, suit or proceeding referred to in Article
     XII.A.1. and 2., or in defense of any claim, issue or matter therein; and

          4.   make any indemnification under Article XII.A.1. and 2. (unless
     ordered by a court) only as authorized in the specific case upon a
     determination that indemnification of the present or former director,
     officer, employee or agent is proper in the circumstances because such
     director, officer, employee or agent has met the applicable standard of
     conduct set forth in Article XII.A.1. and 2. Such determination shall be
     made, with respect to a person who is an officer or director at the time of
     such determination, (a) by a majority vote of the directors who are not
     parties to such action, suit or proceeding, even if less than a quorum, or
     (b) by a committee of such directors designated by a majority vote of such
     directors , even if less than a quorum, or (c) if there are no such
     directors, or if such directors so direct, by independent legal counsel in
     a written opinion, or (d) by the stockholders of the Corporation; and

          5.   pay expenses incurred by a director or officer in defending a
     civil or criminal action, suit or proceeding in advance of the final
     disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such director or officer
     is not entitled to be indemnified by the Corporation as authorized in this
     Article XII. Notwithstanding the foregoing, the Corporation shall not be
     obligated to pay expenses incurred by a director or officer with respect to
     any threatened, pending, or completed claims, suits or actions, whether
     civil, criminal, administrative, investigative or otherwise
     ("Proceedings"), initiated or brought voluntarily by such director or
     officer and not by way of defense (other than Proceedings brought to
     establish or enforce a right to indemnification under the provisions of
     this Article XII, unless a court of competent jurisdiction determines that
     each of the material assertions made by such director or officer in such
     Proceedings were not made in good faith or were frivolous). The Corporation
     shall not be obligated to indemnify such director or officer for any amount
     paid in settlement of a Proceeding covered hereby without the prior written
     consent of the Corporation to such settlement; and

          6.   not deem the indemnification and advancement of expenses provided
     by, or granted pursuant to, the other subsections of this Article XII as
     exclusive of any other

                                      -8-
<PAGE>
 
     rights to which those seeking indemnification or advancement of expenses
     may be entitled under any By-law, agreement or vote of stockholders or
     disinterested directors, or otherwise, both as to action in such director's
     or officer's official capacity and as to action in another capacity while
     holding such office; and

          7.   have the right, authority and power to purchase and maintain
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against such person and incurred by such person in
     any such capacity, or arising out of such person's status as such, whether
     or not the Corporation would have the power to indemnify such person
     against such liability under the provisions of this Article XII; and

          8.   deem the provisions of this Article XII to be a contract between
     the Corporation and each director, or appropriately designated officer,
     employee or agent who serves in such capacity at any time while this
     Article XII is in effect, and any repeal or modification of this Article
     XII shall not affect any rights or obligations then existing with respect
     to any state of facts then or theretofore existing or any action, suit or
     proceeding theretofore or thereafter brought or threatened based in whole
     or in part upon such state of facts. The provisions of this Article XII
     shall not be deemed to be a contract between the Corporation and any
     directors, officers, employees or agents of any other corporation (the
     "Second Corporation") which shall merge into or consolidate with the
     Corporation when the Corporation shall be the surviving or resulting
     corporation, and any such directors, officers, employees or agents of the
     Second Corporation shall be indemnified to the extent required under the
     DGCL only at the discretion of the board of Directors of the Corporation;
     and

          9.  continue the indemnification and advancement of expenses provided
     by, or granted pursuant to, this Article XII, unless otherwise provided
     when authorized or ratified, as to a person who has ceased to be a
     director, officer, employee or agent of the Corporation, and the
     indemnification and advancement of expenses provided by, or granted
     pursuant to, this Article XII shall inure to the benefit of the heirs,
     executors and administrators of such a person.


     B.   Elimination of Certain Liability of Directors:  No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit.  If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended DGCL.
Any repeal or modification of this Article XII by the stockholders of the
Corporation shall be prospective only and shall not adversely

                                      -9-
<PAGE>
 
affect any limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification.

     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its President and Secretary on
January ___, 1998.



                                    CAREER EDUCATION CORPORATION


                                    By:  __________________________________
                                         John M. Larson
                                         President, Chief Executive Officer
                                         and Secretary


Attest:


________________________________ 
William A. Klettke
Senior Vice President, Chief
Financial Officer and Treasurer

                                      -10-
