Sec Form 4 Filing - GRUVER JACOB P @ CAREER EDUCATION CORP - 2006-12-21

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 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 GRUVER JACOB P 2. Issuer Name and Ticker or Trading Symbol CAREER EDUCATION CORP [ CECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres., Acad. & College Div. (Last) (First) (Middle) 2895 GREENSPOINT PARKWAY, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2006 (Street) HOFFMAN ESTATES, IL60169 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/21/2006 M 32,000 A $ 2.9531 47,461 D Common Stock 12/21/2006 M 60,000 A $ 6 107,461 D Common Stock 12/21/2006 M 60,000 A $ 12.625 167,461 D Common Stock 12/21/2006 S 152,000 D $ 24.6393 15,461 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 2.9531 12/21/2006 M 32,000 09/27/2004 09/26/2009 Common Stock 32,000 $ 0 0 D Stock Option (right to buy) $ 6 12/21/2006 M 60,000 06/28/2004 06/27/2010 Common Stock 60,000 $ 0 0 D Stock Option (right to buy) $ 12.625 12/21/2006 M 60,000 05/11/2005 05/10/2011 Common Stock 60,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRUVER JACOB P 2895 GREENSPOINT PARKWAY, SUITE 600 HOFFMAN ESTATES, IL60169 Pres., Acad. & College Div. Signatures /s/ Jacob P. Gruver 12/26/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )11,461 shares of which were purchased under the Company's Employee Stock Purchase Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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