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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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.
	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.		SEC 1474 (9-02)

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.

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.