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
<TABLE>
<CAPTION>
 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)
<S>                   <C>               <C>                   <C>                   <C>
Common Stock,             3,365,065         $24.6563 (3)         $82,970,052 (3)        $24,476 (3)
$0.01 par value
</TABLE>


(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.
<PAGE>
  The Registrant's Registration Statement  on  Form  S-8  (Registration No.
333-38883) is incorporated herein by reference.
<PAGE>
                            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.
<TABLE>
<CAPTION>
SIGNATURES                            CAPACITY                          DATE
<S>                                   <C>                               <C>
           /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
</TABLE>
<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                 DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
<S>                       <C>
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).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8565}]
{"company-data": {"conformed-name": "ITT EDUCATIONAL SERVICES INC", "cik": "0000922475", "assigned-sic": "8200", "irs-number": "362061311", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56493", "film-number": "98645604"}, "business-address": {"street1": "5975 CASTLE CREEK PKWY N DR", "street2": "PO BOX 50466", "city": "INDIANAPOLIS", "state": "IN", "zip": "46250", "phone": "3175949499"}, "mail-address": {"street1": "5975 CASTLE CREEK PKWY N DR", "street2": "P O BOX 50466", "city": "INDIANAPOLIS", "state": "IN", "zip": "46250-0466"}}
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).