Sec Form 4 Filing - Fitzpatrick Daniel M @ ITT EDUCATIONAL SERVICES INC - 2012-02-13

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 Fitzpatrick Daniel M 2. Issuer Name and Ticker or Trading Symbol ITT EDUCATIONAL SERVICES INC [ ESI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer (Last) (First) (Middle) C/O ITT EDUCATIONAL SERVICES INC, 13000 NORTH MERIDIAN STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2012 (Street) CARMEL, IN46032-1404 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 ( 1 ) 02/13/2012 A 3,836 A $ 0 5,971 D Common Stock ( 2 ) 02/13/2012 A 8,545 A $ 0 14,516 D Common Stock 02/13/2012 M( 3 ) 2,400 A $ 47.22 16,916 D Common Stock 02/13/2012 S( 3 ) 2,400 D $ 75 14,516 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 Employee Stock Option (Right to Buy) ( 4 ) $ 75.16 02/13/2012 A 11,000 ( 5 ) 02/13/2019 Common Stock 11,000 $ 0 11,000 D Employee Stock Option (Right to Buy) $ 47.22 02/13/2012 M( 3 ) 2,400 ( 6 ) ( 7 ) 06/06/2012 Common Stock 2,400 ( 6 ) $ 0 5,745 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fitzpatrick Daniel M C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL, IN46032-1404 EVP, Chief Financial Officer Signatures Christine G. Long, Attorney-In-Fact for Daniel M. Fitzpatrick 02/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units awarded under the 2006 ITT Educational Services, Inc. Equity Compensation Plan (the "2006 Plan"), a Rule 16b-3 plan. This award will settle in three equal installments on February 13, 2013, 2014 and 2015 in the form of one share of the Company's common stock for each restricted stock unit being settled. ( 2 )Restricted stock units awarded under the 2006 Plan. This award will settle in full on February 13, 2015 in the form of one share of the Company's common stock for each restricted stock unit being settled. ( 3 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 25, 2011. ( 4 )Option awarded under the 2006 Plan. ( 5 )The option vests in three equal installments on February 13, 2013, 2014 and 2015. ( 6 )Represents a portion of the 18,245 shares subject to a stock option (right to buy) with an effective grant date of June 6, 2005. ( 7 )This stock option vested in thirds on June 6, 2006, 2007 and 2008.

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