Sec Form 4 Filing - SOTRAIDIS STEVE B @ 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 SOTRAIDIS STEVE B 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) Executive VP Admin. (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 1,600 A $ 3.2656 7,858 I By Wife Common Stock 12/21/2006 M 2,000 A $ 6 9,858 I By Wife Common Stock 12/21/2006 M 12,000 A $ 12.625 21,858 I By Wife Common Stock 12/21/2006 M 10,000 A $ 17.075 31,858 I By Wife Common Stock 12/21/2006 M 20,000 A $ 22.065 51,858 I By Wife Common Stock 12/21/2006 S 25,600 D $ 24.6393 26,258 I By Wife Common Stock 12/21/2006 S 20,000 D $ 24.5207 6,258 ( 1 ) I By Wife Common Stock 12/21/2006 M 6,346 A $ 1.8388 20,518 D Common Stock 12/21/2006 M 16,000 A $ 2 36,518 D Common Stock 12/21/2006 M 112,558 A $ 3.2813 149,076 D Common Stock 12/21/2006 M 80,000 A $ 2.9531 229,076 D Common Stock 12/21/2006 M 24,000 A $ 6 253,076 D Common Stock 12/21/2006 M 20,000 A $ 10.2343 273,076 D Common Stock 12/21/2006 M 60,000 A $ 12.625 333,076 D Common Stock 12/21/2006 M 72,000 A $ 22.065 405,076 D Common Stock 12/21/2006 S 318,904 D $ 24.6393 86,172 D Common Stock 12/21/2006 S 72,000 D $ 24.5207 14,172 ( 2 ) 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) $ 3.2656 12/21/2006 M 1,600 08/27/2004 08/26/2009 Common Stock 1,600 $ 0 0 I By Wife Stock Option (right to buy) $ 6 12/21/2006 M 2,000 06/28/2004 06/27/2010 Common Stock 2,000 $ 0 0 I By Wife Stock Option (right to buy) $ 12.625 12/21/2006 M 12,000 05/11/2005 05/10/2011 Common Stock 12,000 $ 0 0 I By Wife Stock Option (right to buy) $ 17.075 12/21/2006 M 10,000 01/30/2006 01/29/2012 Common Stock 10,000 $ 0 0 I By Wife Stock Option (right to buy) $ 22.065 12/21/2006 M 20,000 05/17/2006 05/16/2012 Common Stock 20,000 $ 0 0 I By Wife Stock Option (right to buy) $ 1.8388 12/21/2006 M 6,346 06/30/2002 06/29/2007 Common Stock 6,346 $ 0 0 D Stock Option (right to buy) $ 2 12/21/2006 M 16,000 01/28/2003 01/27/2008 Common Stock 16,000 $ 0 0 D Stock Option (right to buy) $ 3.2813 12/21/2006 M 112,558 07/29/2003 07/28/2008 Common Stock 112,558 $ 0 0 D Stock Option (right to buy) $ 2.9531 12/21/2006 M 80,000 09/27/2004 09/26/2009 Common Stock 80,000 $ 0 0 D Stock Option (right to buy) $ 6 12/21/2006 M 24,000 06/28/2004 06/27/2010 Common Stock 24,000 $ 0 0 D Stock Option (right to buy) $ 10.2343 12/21/2006 M 20,000 03/13/2005 03/12/2011 Common Stock 20,000 $ 0 0 D Stock Option (right to buy) $ 12.625 12/21/2006 M 60,000 05/11/2005 05/10/2010 Common Stock 60,000 $ 0 0 D Stock Option (right to buy) $ 22.065 12/21/2006 M 72,000 05/17/2006 05/16/2012 Common Stock 72,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOTRAIDIS STEVE B 2895 GREENSPOINT PARKWAY SUITE 600 HOFFMAN ESTATES, IL60169 Executive VP Admin. Signatures /s/ Steve B. Sotraidis 12/26/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )4,258 shares of which were purchased under the Company's Employee Stock Purchase Plan. ( 2 )6,172 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 s igned. If space is insufficient, see Instruction 6 for procedure.
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