As filed with the Securities and
Exchange Commission on October 28 , 1997            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,              684,935        $23.8125 (3)           $16,310,015 (3)       $4,942.43 (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 October 27, 1997, which was $23.8125 per share.
<PAGE>
                              PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The Section 10(a) prospectus  for  the  1997 ITT Educational Services,
Inc. Incentive Stock Plan is not required to be  filed  with the Securities
and Exchange Commission as part of this Registration Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for the year  ended  December
31, 1996 and the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on  Form  8-A  filed  pursuant  to  the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act"),  including any
amendments  or  reports filed for the purpose of updating such description,
are incorporated  herein by reference.  All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial  statements  are contained in the annual report
described above are incorporated herein by  reference.  All documents filed
by  the Company pursuant to Sections 13(a), 13(c),  14,  or  15(d)  of  the
Exchange  Act  after  the  date  hereof and prior to the termination of the
offering  of  the  securities  offered   hereby   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof  from  the date of
filing  of  such  documents with the Commission.  The Company will promptly
provide without charge  to each person to whom a prospectus is delivered, a
copy  of  any or all information  that  has  been  incorporated  herein  by
reference (not  including  exhibits to the information that is incorporated
by  reference  unless  such  exhibits   are  specifically  incorporated  by
reference into such information), upon the  written or oral request of such
person directed to the Secretary of the Company  at  its principal offices,
5975  Castle  Creek  Parkway, N. Drive, Indianapolis, Indiana   46250-0466,
(317) 594-9499.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Reference is made  to Article VI of the Company's Restated Certificate
of Incorporation, filed as  Exhibit  4.1  hereto,  and  Article  VII of the
Company's  By-Laws,  filed  as Exhibit 4.2 hereto, which provides that  the
Company shall indemnify and advance  expenses  to  its currently acting and
former directors and officers, and may indemnify and  advance  expenses  to
its currently acting and former employees and agents, to the fullest extent
permitted  by  applicable  law,  including the Delaware General Corporation
Law, as amended from time to time  (but, in the case of any such amendment,
only  to the extent that such amendment  permits  the  Company  to  provide
broader  indemnification  rights  than  said  law  permitted the Company to
provide prior to such amendment).  The Company may also  enter  into one or
more  agreements with any person which provide for indemnification  greater
or different  than  that  provided  in Article VI of the Company's Restated
Certificate of Incorporation.  In addition,  insurance policies provide for
the indemnification of the Company's directors and officers, as well as for
reimbursement of the Company for amounts paid  by the Company above certain
limits in indemnifying its directors and officers,  for  liabilities  under
the Securities Act of 1933, subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The  list of Exhibits is incorporated herein by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To  file,  during  any  period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus  required  by  section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To  reflect  in the prospectus any facts or  events  arising
               after the effective  date  of the registration statement (or
               the  most recent post-effective  amendment  thereof)  which,
               individually  or  in  the aggregate, represent a fundamental
               change in the information  set  forth  in  the  registration
               statement;

          (iii)To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information  in the
               registration statement;

          Provided,  however,  that  paragraphs  (1)(i)  and (1)(ii) do not
          apply  if  the  information required to be included  in  a  post-
          effective amendment  by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)  of  the  Securities   Exchange   Act   of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining any liability  under  the
          Securities Act of  1933, each such post-effective amendment shall
          be deemed to be a new  registration  statement  relating  to  the
          securities  offered  therein, and the offering of such securities
          at the time shall be deemed  to be the initial bona fide offering
          thereof.

     (3)  To  remove  from  registration  by   means  of  a  post-effective
          amendment  any of the securities being  registered  which  remain
          unsold at the termination of the offering.

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  registration  statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has  been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection  with the securities being registered, the
registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
<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 September 26, 1997.

                                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          September 26, 1997
           Rene R. Champagne          Executive Officer and Director
                                      (Principal Executive Officer)
           /S/ GENE A. BAUGH          Senior Vice President and Chief     September 26, 1997
           Gene A. Baugh              Financial Officer (Principal
                                       Financial Officer and Principal
                                       Accounting Officer)
           /S/ BETTE B. ANDERSON      Director                            September 26, 1977
           Bette B. Anderson
                                      Director
           Rand V. Araskog
           /S/ ROBERT A. BOWMAN       Director                            September 26, 1997
           Robert A. Bowman
                                      Director
           John E. Dean
           /S/ JAMES D. FOWLER, JR.   Director                            September 26, 1997
           James D. Fowler, Jr.
           /S/ LESLIE LENKOWSKY       Director                            September 26, 1997
           Leslie Lenkowsky
           /S/ RICHARD S. WARD        Director                            September 26, 1997
           Richard S. Ward
           /S/ VIN WEBER              Director                            September 26, 1997
           Vin Weber
           /S/ MARGITA E. WHITE       Director                            September 26, 1997
           Margita E. White
</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 report on Form 10-Q for the quarter ended June 30, 1996 is
                          incorporated by reference.)
4.2                       By-Laws of the Registrant, as amended to date.
4.3                       1997 ITT Educational Services, Inc. Incentive Stock Plan.  (The copy
                          of this Exhibit filed as Exhibit 10.8 to the Company's report on
                          Form 10-Q for the quarter ended June 30, 1997, is incorporated by
                          reference.)
5                         Opinion of Baker & Daniels regarding 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>
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15940}]
{"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": "333-38883", "film-number": "97701879"}, "business-address": {"street1": "5975 CASTLE CREEK PARKWAY N DR", "street2": "PO BOX 50466", "city": "INDIANAPOLIS", "state": "IN", "zip": "46250", "phone": "3175944289"}, "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 October 28 , 1997            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,              684,935        $23.8125 (3)           $16,310,015 (3)       $4,942.43 (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 October 27, 1997, which was $23.8125 per share.
PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The Section 10(a) prospectus  for  the  1997 ITT Educational Services,
Inc. Incentive Stock Plan is not required to be  filed  with the Securities
and Exchange Commission as part of this Registration Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for the year  ended  December
31, 1996 and the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on  Form  8-A  filed  pursuant  to  the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act"),  including any
amendments  or  reports filed for the purpose of updating such description,
are incorporated  herein by reference.  All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial  statements  are contained in the annual report
described above are incorporated herein by  reference.  All documents filed
by  the Company pursuant to Sections 13(a), 13(c),  14,  or  15(d)  of  the
Exchange  Act  after  the  date  hereof and prior to the termination of the
offering  of  the  securities  offered   hereby   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof  from  the date of
filing  of  such  documents with the Commission.  The Company will promptly
provide without charge  to each person to whom a prospectus is delivered, a
copy  of  any or all information  that  has  been  incorporated  herein  by
reference (not  including  exhibits to the information that is incorporated
by  reference  unless  such  exhibits   are  specifically  incorporated  by
reference into such information), upon the  written or oral request of such
person directed to the Secretary of the Company  at  its principal offices,
5975  Castle  Creek  Parkway, N. Drive, Indianapolis, Indiana   46250-0466,
(317) 594-9499.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Reference is made  to Article VI of the Company's Restated Certificate
of Incorporation, filed as  Exhibit  4.1  hereto,  and  Article  VII of the
Company's  By-Laws,  filed  as Exhibit 4.2 hereto, which provides that  the
Company shall indemnify and advance  expenses  to  its currently acting and
former directors and officers, and may indemnify and  advance  expenses  to
its currently acting and former employees and agents, to the fullest extent
permitted  by  applicable  law,  including the Delaware General Corporation
Law, as amended from time to time  (but, in the case of any such amendment,
only  to the extent that such amendment  permits  the  Company  to  provide
broader  indemnification  rights  than  said  law  permitted the Company to
provide prior to such amendment).  The Company may also  enter  into one or
more  agreements with any person which provide for indemnification  greater
or different  than  that  provided  in Article VI of the Company's Restated
Certificate of Incorporation.  In addition,  insurance policies provide for
the indemnification of the Company's directors and officers, as well as for
reimbursement of the Company for amounts paid  by the Company above certain
limits in indemnifying its directors and officers,  for  liabilities  under
the Securities Act of 1933, subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The  list of Exhibits is incorporated herein by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To  file,  during  any  period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus  required  by  section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To  reflect  in the prospectus any facts or  events  arising
               after the effective  date  of the registration statement (or
               the  most recent post-effective  amendment  thereof)  which,
               individually  or  in  the aggregate, represent a fundamental
               change in the information  set  forth  in  the  registration
               statement;

          (iii)To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information  in the
               registration statement;

          Provided,  however,  that  paragraphs  (1)(i)  and (1)(ii) do not
          apply  if  the  information required to be included  in  a  post-
          effective amendment  by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)  of  the  Securities   Exchange   Act   of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining any liability  under  the
          Securities Act of  1933, each such post-effective amendment shall
          be deemed to be a new  registration  statement  relating  to  the
          securities  offered  therein, and the offering of such securities
          at the time shall be deemed  to be the initial bona fide offering
          thereof.

     (3)  To  remove  from  registration  by   means  of  a  post-effective
          amendment  any of the securities being  registered  which  remain
          unsold at the termination of the offering.

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  registration  statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has  been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection  with the securities being registered, the
registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
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 September 26, 1997.

                                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          September 26, 1997
           Rene R. Champagne          Executive Officer and Director
                                      (Principal Executive Officer)
           /S/ GENE A. BAUGH          Senior Vice President and Chief     September 26, 1997
           Gene A. Baugh              Financial Officer (Principal
                                       Financial Officer and Principal
                                       Accounting Officer)
           /S/ BETTE B. ANDERSON      Director                            September 26, 1977
           Bette B. Anderson
                                      Director
           Rand V. Araskog
           /S/ ROBERT A. BOWMAN       Director                            September 26, 1997
           Robert A. Bowman
                                      Director
           John E. Dean
           /S/ JAMES D. FOWLER, JR.   Director                            September 26, 1997
           James D. Fowler, Jr.
           /S/ LESLIE LENKOWSKY       Director                            September 26, 1997
           Leslie Lenkowsky
           /S/ RICHARD S. WARD        Director                            September 26, 1997
           Richard S. Ward
           /S/ VIN WEBER              Director                            September 26, 1997
           Vin Weber
           /S/ MARGITA E. WHITE       Director                            September 26, 1997
           Margita E. White
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 report on Form 10-Q for the quarter ended June 30, 1996 is
                          incorporated by reference.)
4.2                       By-Laws of the Registrant, as amended to date.
4.3                       1997 ITT Educational Services, Inc. Incentive Stock Plan.  (The copy
                          of this Exhibit filed as Exhibit 10.8 to the Company's report on
                          Form 10-Q for the quarter ended June 30, 1997, is incorporated by
                          reference.)
5                         Opinion of Baker & Daniels regarding 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).