ITT EDUCATIONAL SERVICES INC
8-K, 1998-04-08
EDUCATIONAL SERVICES
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                   FORM 8-K
                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



DATE OF REPORT (Date of earliest event reported): MARCH 31, 1998


                        ITT EDUCATIONAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)



         DELAWARE                  1-13144                  36-2061311
      (State or other            (Commission               (IRS Employer
      jurisdiction of            File Number)           Identification No.)
      incorporation)




5975 CASTLE CREEK PARKWAY N. DRIVE
          P.O. BOX 50466
      INDIANAPOLIS, INDIANA                                 46250-0466  
(Address of principal executive offices)                    (Zip Code)




     Registrant's telephone number, including area code:  (317) 594-9499




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ITEM 5. OTHER EVENTS

        The Press Release issued by the Company dated March 31, 1998, reporting
        student enrollment data, is incorporated herein by reference and filed 
        with this report as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (a)  Financial statements of businesses acquired.

             Not applicable.

        (b)  Pro forma financial information.

             Not applicable.

        (c)  Exhibits.

             The list of exhibits set forth in the Index to Exhibits on page 
             S-2 is incorporated herein by reference.























                                      
                                     -2-

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                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    ITT Educational Services, Inc.

Date: April 8, 1998
                                    By: /s/ Clark D. Elwood   
                                       ----------------------------------------
                                       Clark D. Elwood, Senior Vice President, 
                                       General Counsel & Secretary






























                                     S-1

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                              INDEX TO EXHIBITS


Exhibit No.                Description
- -----------                -----------

   99.1                    Text of Press Release issued by the Company dated 
                           March 31, 1998.








































                                     S-2

<PAGE>   1

                                                                    EXHIBIT 99.1


FOR FURTHER INFORMATION CONTACT:

AT THE COMPANY:          AT THE FINANCIAL RELATIONS BOARD:
- ---------------          ---------------------------------
Edward Hartigan          George Zagoudis       Janine Warell      Darcy Bretz
Senior Vice President    General Information   Analyst Contact    Media Contact
(317) 594-9499 x207      (312) 640-6663        (312) 640-6775     (312) 640-6756


FOR IMMEDIATE RELEASE
MARCH 31, 1998

                    ITT EDUCATIONAL SERVICES, INC. REPORTS
                        RECORD MARCH TERM ENROLLMENTS;
                      NEW STUDENT GAINS ABOVE 8 PERCENT

INDIANAPOLIS, IN, MARCH 31, 1998 -- ITT EDUCATIONAL SERVICES, INC. (NYSE:ESI),
a leading proprietary provider of technology-oriented postsecondary degree
programs, reported an 8.4 percent increase in new student enrollment for the
1998 March term, with a total of 4,730 compared with 4,363 for the same term in
1997.  The company also reported that total student enrollment at its ITT
Technical Institutes increased 7.7 percent to 23,879 compared with 22,172 at
the end of March 1997.

The number of first-time students enrolling in the 1998 March term was 3,882
compared with 3,619 for the same term in 1997, a 7.3 percent increase.
Re-entering students (i.e., individuals who had previously withdrawn from
school) numbered 848 in the March 1998 term compared with 744 for the same term
in 1997, an increase of 14 percent.  Same-college new student enrollments
(i.e., at ITT Technical Institutes opened for more than 24 months) in the March
1998 term were 4,578 compared with 4,336 in the March 1997 term, an increase of
5.6 percent.  The same-college total student enrollment increased 6.1 percent
to 23,440 for the term ended March 31, 1998, compared with 22,101 for the
previous year's period.

"We are pleased with the increase in new student enrollment for the March
term," said Rene R. Champagne, chairman, president and CEO.  "We believe this
increase reflects the continuing demand for technology-oriented programs of
study."

ESI has filed a registration statement with the Securities and Exchange
Commission, which is not yet effective, relating to a proposed underwritten
public offering of 11,000,000 shares, together with a potential over-allotment
of 1,650,000 shares, of ESI common stock held by ITT Corporation (the
"Offering").  These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.  This
announcement shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of 



<PAGE>   2

these securities in any State in which such offer, solicitation or sale would   
be unlawful prior to registration or qualification under the securities laws of
any such State.

When it becomes available, a copy of the written prospectus relating to the
Offering may be obtained from the Prospectus Department -- Credit Suisse First
Boston, 11 Madison Avenue, New York, NY 10010.

ITT Educational Services, Inc. operates 63 ITT Technical Institutes in 27
states which provide career-focused postsecondary programs of study in fields
of technology to approximately 24,000 students.

Except for the historical information contained herein, the matters discussed
in this press release are forward looking statements that involve a number of
risks and uncertainties.  Among the factors that could cause actual results to
differ materially are the following:  business conditions and growth in the
postsecondary education industry and in the general economy; changes in federal
and state governmental regulations with respect to education and accreditation
standards, or the interpretation or enforcement thereof, including, but not
limited to, the level of government funding for, and the Company's eligibility
to participate in, student financial aid programs utilized by the Company's
students; the results of the Company's appeal in Eldredge, et al, v. ITT
Educational Services, Inc., et al. and the results of any related litigation;
effects of any change in ownership of the Company resulting in a change in
control of the Company, including, but not limited to, the consequences of such
changes on the accreditation and federal and state regulation of the
institutes; receptivity of students and employers to the Company's existing
program offerings and new curricula; loss of lender access to the Company's
students for student loans; a substantial increase in the shares of Common
Stock available for sale in the market if some or all of ITT Corporation's
Common Stock holdings are divested; and other risks and uncertainties detailed
from time to time in the Company's filings with the Securities and Exchange
Commission.



For more information on ITT Educational Services, Inc. via facsimile at no cost,
          simply dial 1-800-PRO-INFO and enter the company code ESI.








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