Edgar Filing: ITT EDUCATIONAL SERVICES INC

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 ^*

ELWOOD CLARK D

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)
Sr VP, Gen Counsel & Secretary

(Last)

(First)

(Middle)

13000 NORTH MERIDIAN STREET

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2006

(Street)

CARMEL,, IN 46032

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2006		M⁽¹⁾		15,135 ⁽²⁾	A	$ 12.125 ⁽³⁾	23,439 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		69 ⁽²⁾	D	$ 70.01	23,370 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		68 ⁽²⁾	D	$ 70.04	23,302 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		34 ⁽²⁾	D	$ 70.08	23,268 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		171 ⁽²⁾	D	$ 70.09	23,097 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		171 ⁽²⁾	D	$ 70.1	22,926 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		445 ⁽²⁾	D	$ 70.15	22,481 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		377 ⁽²⁾	D	$ 70.16	22,104 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		68 ⁽²⁾	D	$ 70.17	22,036 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		479 ⁽²⁾	D	$ 70.18	21,557 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		171 ⁽²⁾	D	$ 70.19	21,386 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		34 ⁽²⁾	D	$ 70.2	21,352 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		137 ⁽²⁾	D	$ 70.21	21,215 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		445 ⁽²⁾	D	$ 70.22	20,770 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		993 ⁽²⁾	D	$ 70.23	19,777 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		103 ⁽²⁾	D	$ 70.24	19,674 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		342 ⁽²⁾	D	$ 70.25	19,332 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		308 ⁽²⁾	D	$ 70.26	19,024 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		685 ⁽²⁾	D	$ 70.27	18,339 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		103 ⁽²⁾	D	$ 70.29	18,236 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		103 ⁽²⁾	D	$ 70.3	18,133 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		68 ⁽²⁾	D	$ 70.32	18,065 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		240 ⁽²⁾	D	$ 70.34	17,825 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		685 ⁽²⁾	D	$ 70.35	17,140 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		342 ⁽²⁾	D	$ 70.36	16,798 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		34 ⁽²⁾	D	$ 70.37	16,764 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		68 ⁽²⁾	D	$ 70.38	16,696 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		343 ⁽²⁾	D	$ 70.39	16,353 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		104 ⁽²⁾	D	$ 70.4	16,249 ⁽⁴⁾	D
Common Stock	10/16/2006		S⁽¹⁾		68 ⁽²⁾	D	$ 70.41	16,181 ⁽⁴⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 12.125

10/16/2006

M⁽¹⁾

15,135

⁽⁵⁾

02/12/2007

Common Stock

15,135

$ 0

14,064

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ELWOOD CLARK D 13000 NORTH MERIDIAN STREET CARMEL,, IN 46032			Sr VP, Gen Counsel & Secretary

Signatures

Clark D. Elwood		10/16/2006
^**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)	The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 5, 2006.
(2)	Represents a portion of the: (a) 18,750 shares subject to a stock option (right to buy) granted on February 10, 1997 ("1997 Option"); and (b) the increase of 18,750 shares subject to the 1997 Option pursuant to the 2-for-1 split of the ESI common stock on June 6, 2002 ("June 2002 Split").
(3)	Represents an original exercise price of $24.250 for the shares of ESI common stock subject to the 1997 Option, reduced to $12.125 pursuant to the June 2002 Split.
(4)	This total does not include 6,097 shares of ESI common stock beneficially owned under the ESI 401(k) Plan on October 12, 2006.
(5)	The option vested in three equal installments on February 10, 1998, 1999 and 2000.
Remarks: This is the first of two Form 4s filed by the reporting person for transactions that occurred on October 16, 2006. Due to software limitations, all of the transactions that occurred on that date cannot be reported on one Form 4.

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

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