As filed with the Securities and Exchange Commission on June 10 , 1998 Registration No. 333-____ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ ITT EDUCATIONAL SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2061311 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 5975 CASTLE CREEK PARKWAY, N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466 (Address of Principal Executive Offices) (Zip Code) 1997 ITT EDUCATIONAL SERVICES, INC. INCENTIVE STOCK PLAN (Full title of the plan) CLARK D. ELWOOD 5975 CASTLE CREEK PARKWAY, N. DRIVE, INDIANAPOLIS, INDIANA 46250-0466 (Name and address of agent for service) (317) 594-9499 (Telephone number, including area code, of agent for service) COPY TO: JAMES A. ASCHLEMAN BAKER & DANIELS 300 NORTH MERIDIAN STREET, SUITE 2700 INDIANAPOLIS, INDIANA 46204 (317) 237-0300 CALCULATION OF REGISTRATION FEE TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE (2) PRICE (2) Common Stock, 3,365,065 $24.6563 (3) $82,970,052 (3) $24,476 (3) $0.01 par value (1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also registers such additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. (2) It is impracticable to state the maximum offering price. Shares offered pursuant to stock options granted under the 1997 ITT Educational Services, Inc. Incentive Stock Plan are to be offered at not less than the fair market value of one share of Common Stock of ITT Educational Services, Inc. on the date the option is granted. (3) Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) under the Securities Act using the average of the high and low sale prices of the Common Stock as reported by the NYSE on June 4, 1998, which was $24.6563 per share. The Registrant's Registration Statement on Form S-8 (Registration No. 333-38883) is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on June 9, 1998. ITT EDUCATIONAL SERVICES, INC. By: /S/ RENE R. CHAMPAGNE Rene R. Champagne Chairman, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names. Each person whose signature appears below hereby authorizes each of Rene R. Champagne, Gene A. Baugh and Clark D. Elwood, each with full power of substitution, to execute in the name and on behalf of such person any post- effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the registrant deems appropriate, and appoints each of Rene R. Champagne, Gene A. Baugh and Clark D. Elwood, each with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith. SIGNATURES CAPACITY DATE /S/ RENE R. CHAMPAGNE Chairman, President, Chief June 9, 1998 Rene R. Champagne Executive Officer and Director (Principal Executive Officer) /S/ GENE A. BAUGH Senior Vice President and Chief June 9, 1998 Gene A. Baugh Financial Officer (Principal Financial Officer and Principal Accounting Officer) Director Rand V. Araskog /S/ TONY COEHLO Director June 9, 1998 Tony Coehlo /S/ JOHN E. DEAN Director June 9, 1998 John E. Dean /S/ JAMES D. FOWLER, JR. Director June 9, 1998 James D. Fowler, Jr. /S/ ROBIN JOSEPHS Director June 9, 1998 Robin Josephs /S/ MERRICK R. KLEEMAN Director June 9, 1998 Merrick R. Kleeman /S/ LESLIE LENKOWSKY Director June 9, 1998 Leslie Lenkowsky /S/ BARRY S. STERNLICHT Director June 9, 1998 Barry S. Sternlicht /S/ VIN WEBER Director June 9, 1998 Vin Weber INDEX TO EXHIBITS DESCRIPTION OF EXHIBIT Exhibit NO. 4.1 Restated Certificate of Incorporation of the Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 1996, is incorporated by reference.) 4.2 By-Laws of the Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-38883) is incorporated herein by reference.) 4.3 1997 ITT Educational Services, Inc. Incentive Stock Plan. (The copy of this Exhibit filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 1997, is incorporated by reference.) 5 Opinion of Baker & Daniels, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion filed as Exhibit 5). 24 Powers of Attorney (included on the Signature Page of the Registration Statement).