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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BLUM CAPITAL PARTNERS LP 		2. Issuer Name and Ticker or Trading Symbol

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

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

909 MONTGOMERY STREET, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2010
(Street)

SAN FRANCISCO, CA 94133
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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                  11543   D   (1) (7)
 
Common Stock   2/24/2010     J (11)    10340   D $0.00   339622   D   (2) (7)
 
Common Stock                  520312   D   (3) (7)
 
Common Stock                  831100   D   (4) (7)
 
Common Stock                  648800   D   (5) (7)
 
Common Stock                  299479   D   (6) (7)
 
Common Stock                  6604096   D   (8)
 
Common Stock                  6666593   D   (9)
 
Common Stock                  145690   D   (10)
 

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

Explanation of Responses:
( 1)  These shares are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (7). RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 2)  These shares are owned directly by BK Capital Partners IV, L.P.
( 3)  These shares are owned directly by Stinson Capital Partners, L.P.
( 4)  These shares are owned directly by Stinson Capital Partners C, L.P.
( 5)  These shares are owned directly by Stinson Capital Partners L, L.P.
( 6)  These shares are owned directly by Stinson Capital Partners (QP), L.P.
( 7)  These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners, L.P. ("Blum LP"), the general partner of the limited partnerships described in Notes (2), (3), (4), (5) and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 8)  These shares are owned directly by Blum Strategic Partners III, L.P. ("Strategic III"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP III, L.P. ("Blum GP III LP"), the general partner of Strategic III, and (ii) Blum Strategic GP III, L.L.C. ("Blum GP III"), the general partner of Blum GP III LP. Both Blum GP III LP and Blum GP III disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 9)  These shares are owned directly by Blum Strategic Partners IV, L.P. ("Strategic IV"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP IV, L.P. ("Blum GP IV LP"), the general partner of Strategic IV, and (ii) Blum Strategic GP IV, L.L.C. ("Blum GP IV"), the general partner of Blum GP IV LP. Both Blum GP IV LP and Blum GP IV disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 10)  These shares are owned directly by Saddlepoint Equity, L.L.C. ("Saddlepoint Equity"). The shares also may be deemed to be owned indirectly by (i) Saddlepoint Partners GP, L.L.C. ("Saddlepoint GP"), the managing member of Saddlepoint Equity; (ii) Blum LP, the managing member of Saddlepoint GP; and (iii) RCBA Inc., the general partner of Blum LP. Saddlepoint GP, Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 11)  On February 24, 2010, the Reporting Persons distributed, on a pro rata basis, 10,340 shares of Common Stock to a limited partner in one of the limited partnerships for which Blum LP serves as the general partner.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BLUM CAPITAL PARTNERS LP
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA 94133
X

RICHARD C BLUM & ASSOCIATES INC
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA 94133
X

Blum Strategic GP III, L.L.C.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA 94133
X

Blum Strategic GP IV, L.L.C.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA 94133
X

Saddlepoint Partners GP, L.L.C.
909 MONTGOMERY STREET
SUITE 400
SAN FRANCISCO, CA 94133
X


Signatures
See Attached Signature Page 2/26/2010
** 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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