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11.02.2006 01:02:00

Career Education Corporation Addresses Dissident's Plans to Launch a Proxy Contest; Company Remains Confident of Its Governance Policies and Strategies to Create Shareholder Value

Career Education Corporation (NASDAQ:CECO) todaycommented on dissident Steve Bostic's announced plans to launch aproxy contest to elect three directors at the company's 2006 annualmeeting of shareholders.

"Our management and independent board of directors have takensignificant actions over the past year to strengthen corporategovernance, regulatory compliance and improve operating performance,"said John Larson, Chairman and CEO of Career Education Corporation."We were therefore disappointed by today's announcement by Mr. Bostic,especially in the wake of Mr. Bostic's recent supportive commentsabout our latest round of governance enhancements."

In a public statement just last week, Mr. Bostic expressed hissupport for Career Education Corporation's recent corporate governancedecisions by stating: "We finally got everything we wanted."

Larson continued, "Our company has made every attempt to beresponsive to all of our shareholders, including Mr. Bostic. We havemet with Mr. Bostic several times during the past year and immediatelyoffered to do so again upon receipt of his latest letter. We regretthat -- for his own reasons -- he has for the second year in a rowdeliberately chosen to embark on an expensive, time-consuming andcounterproductive proxy fight rather than accept our offer to meet andfurther discuss his issues."

"We have been and fully intend to continue addressing the issuesMr. Bostic has raised," said Larson. "We will continue to focus oncreating value for shareholders by delivering high quality educationto our students while adhering to the industry's highest standards ofintegrity and business practices."

Larson noted that the company has made significant enhancements toits corporate compliance practices, and has also strengthened itsinternal controls in both the finance and regulatory compliance areaswith steps such as the following:

-- Requiring direct oversight of Compliance by the Audit Committee of the Board.

-- Forming a Compliance Steering Committee and hiring an experienced and well-qualified project manager to assess the effectiveness of all of its compliance practices and to direct corrective actions where warranted.

-- Mandating that all employees attend ethics training and requiring that they continue to adhere to the highest levels of ethical behavior as set forth in the company's Code of Ethics.

With regard to American InterContinental University, the companysaid that the University has been working closely with the Commissionon Colleges of the Southern Association of Colleges and Schools toimplement a comprehensive action plan to address the Commission'sconcerns and to ensure that their recommendations are followedstringently.

"While much remains to be done to address the challenges thecompany and the entire for-profit education sector face, we areconfident that our strategies are the right ones," said Larson. "Wehave been pleased that others, including independent analysts, are nowciting Career Education Corporation as being at 'the forefront of bestgovernance practices, and certainly within the higher educationgroup.'"

Larson said the company intends to address many of the questionsMr. Bostic raises, and will discuss its plans for creating value forall of its stakeholders on its February 15th earnings conference callwith investors. He added, "We have communicated to Mr. Bostic ourwillingness to meet with him individually following that call and hopehe will reconsider the actions he announced today."

About Career Education Corporation

Career Education Corporation (www.careered.com), through itscolleges, schools and universities, offers quality higher education tomore than 100,000 students both on-campus and online in a variety ofcareer-oriented disciplines. CEC reports and discusses its operatingresults in two separate segments: the Colleges, Schools andUniversities segment, which represents the results of the campusesproviding education on-ground, and the Online Education Group, whichrepresents the results of its campuses providing education online.

The Colleges, Schools and Universities segment includes more than70,000 students attending one of 80-plus campuses owned by CEC. Theon-ground campuses are located throughout the U.S., Canada, France,the United Kingdom, and the United Arab Emirates and offer doctoraldegree, master's degree, bachelor's degree, associate degree, anddiploma programs in the career-oriented disciplines of businessstudies, visual communication and design technologies, healtheducation, information technology, and culinary arts.

The Online Education Group segment includes more than 30,000students attending the web-based virtual campuses of either AmericanInterContinental University Online or Colorado Technical UniversityOnline. The online campuses of these two universities collectivelyoffer a variety of degrees in information technology, computerscience, business, visual communication, health sciences, criminaljustice, and education.

Important Information

Career Education Corporation plans to file with the Securities andExchange Commission (the "SEC") and mail to its stockholders a ProxyStatement in connection with its 2006 Annual Meeting, and advises itssecurity holders to read the Proxy Statement relating to the 2006Annual Meeting when it becomes available because it will containimportant information. Security holders may obtain a free copy of theProxy Statement and any other relevant documents (when available) thatCareer Education Corporation files with the SEC at the SEC's web siteat http://www.sec.gov. The Proxy Statement and these other documentsmay also be obtained free from Career Education Corporation bydirecting a request to Career Education Corporation, ATTN: InvestorRelations, 2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL60195, or to Georgeson Shareholder Communications Inc. by toll-freetelephone at 888 206-5970, or by mail at 17 State Street, 10th Floor,New York, NY 10004.

Certain Information Regarding Participants

Career Education Corporation, its directors and named executiveofficers may be deemed to be participants in the solicitation ofCareer Education Corporation's security holders in connection with its2006 Annual Meeting. Security holders may obtain information regardingthe names, affiliations and interests of such individuals in CareerEducation Corporation's Annual Report on Form 10-K for the year endedDecember 31, 2004 and its proxy statement, dated April 21, 2005, eachof which is filed with the SEC. To the extent holdings of CareerEducation Corporation have changed since the amounts printed in theproxy statement, dated April 21, 2005, such changes have beenreflected on Statements of Change in Ownership on Form 4 filed withthe SEC.

Except for the historical and present factual informationcontained herein, the matters set forth in this release, includingstatements identified by words such as "anticipate," "believe,""plan," "expect," "intend," "project," "will," and similarexpressions, are forward-looking statements within the meaning of the"safe harbor" provisions of the Private Securities Litigation ReformAct of 1995. These statements are based on information currentlyavailable to us and are subject to various risks, uncertainties, andother factors, that could cause our actual growth, results ofoperations, performance and business prospects, and opportunities todiffer materially from those expressed in, or implied by, thesestatements. Except as expressly required by federal securities laws,we undertake no obligation to update such factors or to publiclyannounce the results of any of the forward-looking statementscontained herein to reflect future events, developments, or changedcircumstances, or for any other reason. These risks and uncertainties,the outcome of which could materially and adversely affect ourfinancial condition and operations, include, but are not limited to,the following: risks related to our ability to comply with, and theimpact of changes in, legislation and regulations that affect ourability to participate in student financial aid programs; costs, risksand effects of legal and administrative proceedings and investigationsand governmental regulations, including the pending Securities andExchange Commission and Justice Department investigations and, classaction, derivative, and other lawsuits; risks related to our abilityto comply with accrediting agency requirements or obtain accreditingagency approvals; costs and difficulties related to the integration ofacquired businesses; risks related to our ability to manage andcontinue growth; future financial and operational results; risksrelated to competition, general economic conditions, and other riskfactors relating to our industry and business, and the factorsdiscussed in our Annual Report on Form 10-K for the year endedDecember 31, 2004, and from time to time in our other reports filedwith the Securities and Exchange Commission.

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