



  As filed with the Securities and Exchange Commission on August 3, 1999
                                             Registration No. 333-



                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                       CAREER EDUCATION CORPORATION
          (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                      36-3932190
        (State or Other Jurisdiction         (I.R.S. Employer
     of Incorporation or Organization)      Identification No.)

  2800 West Higgins Road, Suite 790, Hoffman Estates, IL      60195
       (Address of Principal Executive Offices)            (Zip Code)

  Career Education Corporation 1998 Employee Incentive Compensation Plan
                         (Full Title of the Plan)

                              John M. Larson
                  President and Chief Executive Officer
                      Career Education Corporation
       2800 West Higgins Road, Suite 790, Hoffman Estates, IL 60195
                 (Name and Address of agent for service)

                              (847) 781-3600
      (Telephone Number, including area code, of agent for service)

                             With a copy to:
                         Lawrence D. Levin, Esq.
                          Katten Muchin & Zavis
                    525 West Monroe Street, Suite 1600
                         Chicago, Illinois 60661
                              (312) 902-5200
<TABLE>
                     CALCULATION OF REGISTRATION FEE
<CAPTION>

                                           Proposed maximum
Title of securities        Amount to be     offering price          Proposed maximum               Amount of
 to be registered          registered(1)     per share (2)     aggregate offering price (2)     registration fee

<S>                      <C>               <C>                 <C>                             <C>
Common Stock, par value   750,000 shares     $30.09375              $22,570,312.50                    $6,274.55
$0.01 per share

<FN>
(1)   Includes  an  indeterminate  number  of  shares  of  Career
  Education  Corporation Common Stock ("Common Stock")  that  may
  be  issuable  by  reason of stock splits,  stock  dividends  or
  similar  transactions in accordance with  Rule  416  under  the
  Securities Act of 1933.
(2)    Estimated   solely   for  purposes  of   calculating   the
  registration  fee pursuant to Rule 457(h) on the basis  of  the
  high  and  low sales prices of the Common Stock as reported  on
  the Nasdaq National Market on August 2, 1999.
</FN>
</TABLE>
<PAGE>

     This Registration Statement on Form S-8 registers additional
securities  of  the same class as other securities  for  which  a
registration  statement  on  Form  S-8  relating  to  the  Career
Education  Corporation Employee Incentive  Compensation  Plan  is
effective.   Accordingly, pursuant to General  Instruction  E  to
Form  S-8, the Registration Statement on Form S-8 (File No.  333-
60335)  filed by the Registrant with the Securities and  Exchange
Commission on July 31, 1998 is hereby incorporated by reference.
<PAGE>

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits

     4.1  Amended  and  Restated Certificate of Incorporation  of
          the  Company, incorporated by reference to Exhibit  3.1
          to  the  Company's Annual Report on Form 10-K  for  the
          year ended December 31, 1997 (the "1997 10-K").

     4.2  Amended   and   Restated  By-laws   of   the   Company,
          incorporated by reference to Exhibit 3.2 to the 1997 10-
          K.

     4.3  The   Career   Education  Corporation   1998   Employee
          Incentive Compensation Plan, as amended.

     4.4  Specimen  stock certificate representing Common  Stock,
          incorporated  by  reference  to  Exhibit  4.1  to   the
          Company's Registration Statement on Form S-1 (File  No.
          333-37601).

     5    Opinion of Katten Muchin & Zavis as to the legality  of
          the  shares  of  Common Stock being offered  under  the
          Plan.

     23.1 Consent of Arthur Andersen LLP, independent auditors.

     23.2 Consent  of Katten Muchin & Zavis (contained  in  their
          opinion filed as Exhibit 5).

     24   Power  of Attorney (included on the signature  page  of
          this Registration Statement).
<PAGE>

                           SIGNATURES

   Pursuant  to the requirements of the Securities Act  of  1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe  it meets all of the requirements for filing on Form  S-8
and  has duly caused this Registration Statement to be signed  on
its  behalf by the undersigned, thereunto duly authorized, in the
City of Hoffman Estates, State of Illinois, on July 28, 1999.

                            Career Education Corporation


                            By: /s/ John M. Larson
                               John M. Larson
                               President and Chief Executive Officer

                        POWER OF ATTORNEY

   Each  person  whose signature appears below hereby constitutes
and  appoints John M. Larson and William A. Klettke and, each  of
them, his true and lawful attorneys-in-fact and agents, with full
power  of  substitution and revocation, to sign  on  his  behalf,
individually  and in each capacity stated below,  all  amendments
and  post-effective amendments to this Registration Statement  on
Form S-8 and to file the same, with all exhibits thereto and  any
other documents in connection therewith, with the Securities  and
Exchange  Commission under the Securities Act of  1933,  granting
unto  each  such  attorney-in-fact  and  agent  full  power   and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully  to all intents and purposes as such person might or  could
do  in person, hereby ratifying and confirming each act that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.

   Pursuant  to the requirements of the Securities Act  of  1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated on July 28, 1999.



        SIGNATURE                           TITLE



  /s/ John M. Larson         President, Chief Executive  Officer
      John M. Larson        (Principal Executive Officer) and a
                             Director


  /s/ William A. Klettke     Senior Vice President and Chief
      William A. Klettke     Financial Officer (Principal
                             Financial and Accounting Officer)


  /s/ Robert E. Dowdell      Director
      Robert E. Dowdell


   /s/ Thomas B. Lally       Director
       Thomas B. Lally


   /s/ Wallace O. Laub       Director
       Wallace O. Laub


    /s/ Keith K. Ogata       Director
        Keith K. Ogata


   /s/ Patrick K. Pesch      Director
       Patrick K. Pesch
<PAGE>


                          EXHIBIT INDEX



Exhibit                       Description
Number



 4.3    The  Career  Education Corporation 1998  Employee
       Incentive Compensation Plan, as amended.

   5    Opinion  of  Katten  Muchin &  Zavis  as  to  the
       legality  of  the  shares of Common  Stock  being
       offered under the Plan.

23.1    Consent   of  Arthur  Andersen  LLP,  independent
       auditors.

23.2    Consent  of  Katten Muchin & Zavis (contained  in
       their opinion filed as Exhibit 5).

  24    Power  of  Attorney (included  on  the  signature
       page of this Registration Statement).

