Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ARASKOG RAND V
  2. Issuer Name and Ticker or Trading Symbol
ITT EDUCATIONAL SERVICES INC [ESI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
125 WORTH AVENUE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2006
(Street)

PALM BEACH,, FL 33480
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/02/2006   M   4,000 (1) A $ 17.45 (2) 211,446 D  
Common Stock 02/02/2006   M   4,000 (3) A $ 25.15 (4) 215,446 D  
Common Stock 02/02/2006   M   10,000 A $ 26.97 225,446 D  
Common Stock 02/02/2006   M   10,000 A $ 38.89 235,446 D  
Common Stock 02/02/2006   P   200 A $ 59.25 235,646 D  
Common Stock 02/02/2006   P   500 A $ 59.29 236,146 D  
Common Stock 02/02/2006   P   400 A $ 59.3 236,546 D  
Common Stock 02/02/2006   P   200 A $ 59.34 236,746 D  
Common Stock 02/02/2006   P   400 A $ 59.35 237,146 D  
Common Stock 02/02/2006   P   300 A $ 59.41 237,446 D  
Common Stock 02/02/2006   P   600 A $ 59.46 238,046 D  
Common Stock 02/02/2006   P   400 A $ 59.47 238,446 D  
Common Stock 02/02/2006   P   1,400 A $ 59.48 239,846 D  
Common Stock 02/02/2006   P   600 A $ 59.49 240,446 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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) $ 17.45 02/02/2006   M     4,000 05/23/2002 05/23/2011 Common Stock 4,000 $ 0 0 D  
Stock Option (Right to Buy) $ 25.15 02/02/2006   M     4,000 05/24/2003 05/24/2012 Common Stock 4,000 $ 0 0 D  
Stock Option (Right to Buy) $ 26.97 02/02/2006   M     10,000 05/20/2004 05/20/2013 Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 38.89 02/02/2006   M     10,000 05/18/2005 05/18/2014 Common Stock 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ARASKOG RAND V
125 WORTH AVENUE, SUITE 300
PALM BEACH,, FL 33480
  X      

Signatures

 Clark D. Elwood, Attorney-In-Fact for Rand V. Araskog   02/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents: (a) 2,000 shares subject to a stock option (right to buy) granted on May 23, 2001 ("2001 Option"); and (b) the increase of 2,000 shares subject to the 2001 Option pursuant to the 2-for-1 split of the ESI common stock on June 6, 2002 ("June 2002 Split").
(2) Represents an original exercise price of $34.90 for the shares of ESI common stock subject to the 2001 Option reduced to $17.45 pursuant to the June 2002 Split.
(3) Represents: (a) 2,000 shares subject to a stock option (right to buy) granted on May 24, 2002 ("2002 Option"); and (b) the increase of 2,000 shares subject to the 2002 Option pursuant to the June 2002 Split.
(4) Represents an original exercise price of $50.30 for the shares of ESI common stock subject to the 2002 Option reduced to $25.15 pursuant to the June 2002 Split.

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