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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCCRAY RONALD D 		2. Issuer Name and Ticker or Trading Symbol

CAREER EDUCATION CORP [ CECO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Interim President & CEO
(Last)          (First)          (Middle)

CAREER EDUCATION CORPORATION, 231 N. MARTINGALE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/17/2015
(Street)

SCHAUMBURG, IL 60173
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/17/2015     D    250000   (1) D $0.00   21619   D    
Common Stock   7/17/2015     A    250000   (1) A $0.00   271619   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Cash Settled RSU     (3) 7/17/2015     D         11324      (1) 3/14/2016   Common Stock   11324   $0.00   0   D    
Cash Settled RSU     (3) 7/17/2015     A      11324         (1) 3/14/2016   Common Stock   11324   $0.00   11324   D    

Explanation of Responses:
( 1)  The reported transactions involved the amendment of outstanding restricted stock unit ("RSU") awards, which may be deemed to result in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs. These RSUs were originally granted on March 6, 2015 and vest on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of RSUs eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO. As disclosed in a Form 8-K filed by Issuer on July 20, 2015, the amendment conforms the performance condition on these RSUs to Issuer's Amended and Restated 2015 Annual Incentive Award Program.
( 2)  Includes 250,000 RSUs and 14,619 deferred stock units ("DSU") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each RSU representing a contingent right to receive one share of Issuer's common stock and each DSU representing a contingent right to receive one share of Issuer's common stock upon Reporting Person's termination of service from the Issuer.
( 3)  Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCCRAY RONALD D
CAREER EDUCATION CORPORATION
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173 		X
Interim President & CEO

Signatures
Gail B. Rago for: Ronald D. McCray 7/21/2015
** Signature of Reporting Person Date


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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