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

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 ^*

CHAMPAGNE RENE R

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)	__X__ Other (specify below)
Chairman of Board and Employee

(Last)

(First)

(Middle)

C/O ITT EDUCATIONAL SERVICES INC, 13000 NORTH MERIDIAN STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2007

(Street)

CARMEL, IN 46032-1404

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	06/05/2007		M⁽¹⁾		57,500 ⁽²⁾	A	$ 17.06 ⁽³⁾	131,340	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 113.59	130,940	D
Common Stock	06/05/2007		S⁽¹⁾		100 ⁽²⁾	D	$ 113.62	130,840	D
Common Stock	06/05/2007		S⁽¹⁾		300 ⁽²⁾	D	$ 113.65	130,540	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 113.75	130,140	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 113.76	129,740	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 113.77	129,340	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 113.87	128,940	D
Common Stock	06/05/2007		S⁽¹⁾		1,300 ⁽²⁾	D	$ 113.9	127,640	D
Common Stock	06/05/2007		S⁽¹⁾		100 ⁽²⁾	D	$ 113.91	127,540	D
Common Stock	06/05/2007		S⁽¹⁾		600 ⁽²⁾	D	$ 113.96	126,940	D
Common Stock	06/05/2007		S⁽¹⁾		1,200 ⁽²⁾	D	$ 114.01	125,740	D
Common Stock	06/05/2007		S⁽¹⁾		280 ⁽²⁾	D	$ 114.06	125,460	D
Common Stock	06/05/2007		S⁽¹⁾		133 ⁽²⁾	D	$ 114.08	125,327	D
Common Stock	06/05/2007		S⁽¹⁾		100 ⁽²⁾	D	$ 114.13	125,227	D
Common Stock	06/05/2007		S⁽¹⁾		187 ⁽²⁾	D	$ 114.22	125,040	D
Common Stock	06/05/2007		S⁽¹⁾		300 ⁽²⁾	D	$ 114.28	124,740	D
Common Stock	06/05/2007		S⁽¹⁾		200 ⁽²⁾	D	$ 114.29	124,540	D
Common Stock	06/05/2007		S⁽¹⁾		500 ⁽²⁾	D	$ 114.3	124,040	D
Common Stock	06/05/2007		S⁽¹⁾		1,300 ⁽²⁾	D	$ 114.32	122,740	D
Common Stock	06/05/2007		S⁽¹⁾		700 ⁽²⁾	D	$ 114.33	122,040	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 114.34	121,640	D
Common Stock	06/05/2007		S⁽¹⁾		1,200 ⁽²⁾	D	$ 114.36	120,440	D
Common Stock	06/05/2007		S⁽¹⁾		2,100 ⁽²⁾	D	$ 114.37	118,340	D
Common Stock	06/05/2007		S⁽¹⁾		600 ⁽²⁾	D	$ 114.39	117,740	D
Common Stock	06/05/2007		S⁽¹⁾		800 ⁽²⁾	D	$ 114.4	116,940	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 114.41	116,540	D
Common Stock	06/05/2007		S⁽¹⁾		700 ⁽²⁾	D	$ 114.42	115,840	D
Common Stock	06/05/2007		S⁽¹⁾		1,400 ⁽²⁾	D	$ 114.43	114,440	D
Common Stock	06/05/2007		S⁽¹⁾		400 ⁽²⁾	D	$ 114.44	114,040	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 17.06 ⁽³⁾

06/05/2007

M⁽¹⁾

57,500 ⁽²⁾

⁽⁴⁾

01/28/2009

Common Stock

57,500 ⁽²⁾

$ 0

62,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHAMPAGNE RENE R C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL, IN 46032-1404	X			Chairman of Board and Employee

Signatures

Christine G. Long, Attorney-In-Fact for Rene R. Champagne		06/06/2007
^**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 2, 2007.
(2)	Represents a portion of the: (a) 60,000 shares subject to a stock option (right to buy) granted on January 26, 1999 ("1999 Option"); and (b) the increase of 60,000 shares subject to the 1999 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 $34.125 for the shares of ESI common stock subject to the 1999 Option, reduced to $17.06 pursuant to the June 2002 Split.
(4)	The option vested in three equal installments on January 26, 2000, 2001 and 2002.
Remarks: This is the first of two Form 4s filed by the reporting person for transactions that occurred on June 5, 2007. 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.