Mail Stop 3561
November 29, 2005
Via U.S. Mail
Mr. Kevin M. Modany
Chief Financial Officer
ITT Educational Services, Inc.
13000 North Meridian Street
Carmel, Indiana 46032-1404
RE: Form 10-K for the year ended December 31, 2004
Filed March 15, 2005
Form 10-Q for the quarter ended September 30, 2005
Filed October 27, 2005
File No. 1-13144
Dear Mr. Modany:
We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Please address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Fiscal Year Ended December 31, 2004
Consolidated Statement of Cash Flows, page F-6
1. We note that you include restricted cash in the cash total
reported in your Statement of Cash Flows. In accordance with SFAS
No. 95, the Statement of Cash Flows should explain the change
during
the period in cash and cash equivalents as presented on the face
of
the Statement of Position. In future filings, revise your
Statement
of Cash Flows to present only the changes in cash and cash
equivalents during the period.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Christine Bashaw, Staff Accountant, at (202)
551-3363 or Terry French, Branch Chief Accountant, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 551-3810 with any
other questions.
Sincerely,
Larry Spirgel
Assistant Director
??
??
??
??
Mr. Kevin M. Modany
ITT Educational Services, Inc.
November 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549