As filed with the Securities and Exchange Commission on May 16, 2005
                                            Registration No. __________________
===============================================================================

                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            ___________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                            ___________________

                         Corinthian Colleges, Inc.
           (Exact Name of Registrant as Specified in Its Charter)
                             ___________________

        Delaware                                          33-0717312
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

                        6 Hutton Centre Drive, Suite 400
                         Santa Ana, California 92707
      (Address, Including Zip Code, of Principal Executive Offices)
                            ___________________

                        Corinthian Colleges, Inc.
                         2004 New-Hire Award Plan
                        (Full Title of the Plan)
                          ___________________

                           Stan A. Mortensen
      Senior Vice President, General Counsel and Corporate Secretary
                       Corinthian Colleges, Inc.
                   6 Hutton Centre Drive, Suite 400
                      Santa Ana, California 92707
                            (714) 427-3000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                 COPY TO:

                          David A. Krinsky, Esq.
                          O'Melveny & Myers LLP
                  610 Newport Center Drive, Suite 1700
                      Newport Beach, California 92660
                            ___________________

                    CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------
                                       Proposed     Proposed
                                       Maximum      Maximum
  Title Of                Amount       Offering     Aggregate      Amount Of
  Securities              To Be        Price        Offering       Registration
  To Be Registered        Registered   Per Unit     Price          Fee
 ------------------------------------------------------------------------------
  Common Stock, $0.0001   265,000(1)   $13.99(2)    $3,707,350(2)  $436.36(2)
  par value per share     shares
 ------------------------------------------------------------------------------

 (1) This Registration Statement covers, in addition to the number of shares of
     Corinthian Colleges, Inc., a Delaware corporation (the "Company" or the
     "Registrant"), common stock, par value $0.0001 per share (the "Common
     Stock"), stated above, options and other rights to purchase or acquire the
     shares of Common Stock covered by this Registration Statement and, pursuant
     to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), an additional indeterminate number of shares, options
     and rights that may be offered or issued pursuant to the Corinthian
     Colleges, Inc. 2004 New-Hire Award Plan (the "Plan") as a result of one or
     more adjustments under the Plan to prevent dilution resulting from one or
     more stock splits, stock dividends or similar transactions.

(2)  Pursuant to Securities Act Rule 457(h), the maximum offering price, per
     share and in the aggregate, and the registration fee were calculated based
     upon the average of the high and low prices of the Common Stock on May 9,
     2005, as quoted on the Nasdaq National Market.

     The Exhibit Index for this Registration Statement is at page 9.

<PAGE>

                                  PART I

                        INFORMATION REQUIRED IN THE
                         SECTION 10(a) PROSPECTUS


         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act
Rule-428(b)(1).

<PAGE>


                                  PART II

                         INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

         The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K for its fiscal year
              ended June 30, 2004, filed with the Commission on September 13,
              2004 (Commission File No. 000-25283);

         (b)  The Company's Quarterly Reports on Form 10-Q for its fiscal
              quarters ended March 31, 2005, December 31, 2004 and September 30,
              2004, filed with the Commission on May 12, 2005, February 9, 2005,
              and November 9, 2004, respectively (each, Commission File No.
              000-25283);

         (c)  The Company's Current Reports on Form 8-K, filed with the
              Commission on March 9, 2005, February 15, 2005, January 28, 2005,
              December 8, 2004, November 23, 2004, September 21, 2004, August
              30, 2004, and July 9, 2004 (each, Commission File No. 000-25283);
              and

         (d)  The description of the Company's Common Stock contained in its
              Registration Statement on Form 8-A filed with the Commission on
              January 21, 1999 (Commission File No. 000-25283), and any other
              amendment or report filed for the purpose of updating such
              description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the issuance of Common Stock registered hereby is
passed on for the Company by Stan A. Mortensen.  Mr. Mortensen is the Senior
Vice President, General Counsel and Corporate Secretary of the Company and is
compensated by the Company as an employee.  Mr. Mortensen owns 748 shares of
Common Stock and Company stock options to acquire up to an additional 235,167
shares of Common Stock.  In addition, Mr. Mortensen owns 4,667 restricted stock
units with respect to shares of the Common Stock.  Mr. Mortensen is eligible for
additional award grants under the Plan.

Item 6.   Indemnification of Directors and Officers

          The Company's Certificate of Incorporation provides that a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except to the extent
provided by applicable law for any breach of the director's duty of loyalty to
the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, pursuant to
Section 174 of the Delaware General Corporation Law (the "DGCL") or for any
transaction from which such director derived an improper personal benefit.
Under the DGCL, liability of a director may not be limited (1) for any breach
of the director's duty of loyalty to the Company or its stockholders, (2) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (3) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, and (4) for any transaction from which the
director derives an improper personal benefit.  The effect of the provisions of
the Company's Certificate of Incorporation is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except as provided in the Company's
Certificate of Incorporation and in the situations described in clauses (1)
through (4) above.  This provision does not limit or eliminate the rights of the
Company or any stockholder to seek nonmonetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.  The Bylaws
of the Company provide that the Company will indemnify its directors and
officers to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See the attached Exhibit Index at page 9, which is incorporated herein
by reference.

Item 9.  Undertakings

         (a)   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;

                    (ii)  To reflect in the prospectus any facts or events
                    arising after the effective date of this 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 this
                    Registration Statement; and

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

         provided, however, that paragraphs (a)(1)(i) and (a)(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
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.

              (2)  That, for the purpose of determining any liability under the
         Securities Act, 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 that 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Ana, State of California, on May 13, 2005.



                                    By: /s/ JACK D. MASSIMINO
                                        -------------------------------------
                                        Jack D. Massimino
                                        Chief Executive Officer




                                 POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Jack D. Massimino and Stan A. Mortensen, and each of them, acting individually
and without the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them individually, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.



           Signature                    Title                         Date
  --------------------------     ---------------------           --------------

/s/ JACK D. MASSIMINO           Chief Executive Officer,           May 13, 2005
---------------------------     President and Director
Jack D. Massimino               (Principal Executive Officer)


/s/ KENNETH S. ORD              Executive Vice President and       May 13, 2005
---------------------------     Chief Financial Officer
Kenneth S. Ord                  (Principal Financial Officer)


/s/ ROBERT C. OWEN              Senior Vice President and          May 13, 2005
--------------------------      Controller
Robert C. Owen                  (Principal Accounting Officer)


/s/ DAVID G. MOORE              Chairman                           May 13, 2005
--------------------------
David G. Moore


/s/ HANK ADLER                  Director                           May 13, 2005
-------------------------
Hank Adler


/s/ MICHAEL P. BERRY            Director                           May 13, 2005
-------------------------
Michael P. Berry


/s/ LINDA AREY SKLADANY         Director                           May 13, 2005
-------------------------
Linda Arey Skladany


/s/ PAUL R. ST. PIERRE          Director                           May 13, 2005
-------------------------
Paul R. St. Pierre


______________________          Director
Loyal Wilson


<PAGE>


                               EXHIBIT INDEX


Exhibit
Number         Description of Exhibit
---------      ------------------------

4.             Corinthian Colleges, Inc. 2004 New-Hire Award Plan.  (Filed as
               Exhibit 10.2 to the Company's Current Report on Form 8-K filed
               with the Commission on November 23, 2004 (Commission File No.
               000-25283) and incorporated herein by this reference.)

5.             Opinion of Company Counsel (opinion re legality).

23.1           Consent of Ernst & Young LLP (consent of independent registered
               public accounting firm).

23.2           Consent of Company Counsel (included in Exhibit 5).

24.            Power of Attorney (included in this Registration Statement under
               "Signatures").
[{"type": "S-8", "sequence": "1", "filename": "forms8_645159.txt", "description": "FORM S-8", "secsgml_size_bytes": 18136}]
{"company-data": {"conformed-name": "CORINTHIAN COLLEGES INC", "cik": "0001066134", "assigned-sic": "8200", "irs-number": "330717312", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124955", "film-number": "05832999"}, "business-address": {"street1": "6 HUTTON CENTRE DR", "street2": "SUITE 400", "city": "SANTA ANA", "state": "CA", "zip": "92707", "phone": "7144273000"}, "mail-address": {"street1": "6 HUTTON CENTER DR", "street2": "SUITE 400", "city": "SANTA ANA", "state": "CA", "zip": "92707"}}
As filed with the Securities and Exchange Commission on May 16, 2005
                                            Registration No. __________________
===============================================================================

                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            ___________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                            ___________________

                         Corinthian Colleges, Inc.
           (Exact Name of Registrant as Specified in Its Charter)
                             ___________________

        Delaware                                          33-0717312
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

                        6 Hutton Centre Drive, Suite 400
                         Santa Ana, California 92707
      (Address, Including Zip Code, of Principal Executive Offices)
                            ___________________

                        Corinthian Colleges, Inc.
                         2004 New-Hire Award Plan
                        (Full Title of the Plan)
                          ___________________

                           Stan A. Mortensen
      Senior Vice President, General Counsel and Corporate Secretary
                       Corinthian Colleges, Inc.
                   6 Hutton Centre Drive, Suite 400
                      Santa Ana, California 92707
                            (714) 427-3000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                 COPY TO:

                          David A. Krinsky, Esq.
                          O'Melveny & Myers LLP
                  610 Newport Center Drive, Suite 1700
                      Newport Beach, California 92660
                            ___________________

                    CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------
                                       Proposed     Proposed
                                       Maximum      Maximum
  Title Of                Amount       Offering     Aggregate      Amount Of
  Securities              To Be        Price        Offering       Registration
  To Be Registered        Registered   Per Unit     Price          Fee
 ------------------------------------------------------------------------------
  Common Stock, $0.0001   265,000(1)   $13.99(2)    $3,707,350(2)  $436.36(2)
  par value per share     shares
 ------------------------------------------------------------------------------

 (1) This Registration Statement covers, in addition to the number of shares of
     Corinthian Colleges, Inc., a Delaware corporation (the "Company" or the
     "Registrant"), common stock, par value $0.0001 per share (the "Common
     Stock"), stated above, options and other rights to purchase or acquire the
     shares of Common Stock covered by this Registration Statement and, pursuant
     to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), an additional indeterminate number of shares, options
     and rights that may be offered or issued pursuant to the Corinthian
     Colleges, Inc. 2004 New-Hire Award Plan (the "Plan") as a result of one or
     more adjustments under the Plan to prevent dilution resulting from one or
     more stock splits, stock dividends or similar transactions.

(2)  Pursuant to Securities Act Rule 457(h), the maximum offering price, per
     share and in the aggregate, and the registration fee were calculated based
     upon the average of the high and low prices of the Common Stock on May 9,
     2005, as quoted on the Nasdaq National Market.

     The Exhibit Index for this Registration Statement is at page 9.
PART I

                        INFORMATION REQUIRED IN THE
                         SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act
Rule-428(b)(1).
PART II

                         INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K for its fiscal year
              ended June 30, 2004, filed with the Commission on September 13,
              2004 (Commission File No. 000-25283);

         (b)  The Company's Quarterly Reports on Form 10-Q for its fiscal
              quarters ended March 31, 2005, December 31, 2004 and September 30,
              2004, filed with the Commission on May 12, 2005, February 9, 2005,
              and November 9, 2004, respectively (each, Commission File No.
              000-25283);

         (c)  The Company's Current Reports on Form 8-K, filed with the
              Commission on March 9, 2005, February 15, 2005, January 28, 2005,
              December 8, 2004, November 23, 2004, September 21, 2004, August
              30, 2004, and July 9, 2004 (each, Commission File No. 000-25283);
              and

         (d)  The description of the Company's Common Stock contained in its
              Registration Statement on Form 8-A filed with the Commission on
              January 21, 1999 (Commission File No. 000-25283), and any other
              amendment or report filed for the purpose of updating such
              description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the issuance of Common Stock registered hereby is
passed on for the Company by Stan A. Mortensen.  Mr. Mortensen is the Senior
Vice President, General Counsel and Corporate Secretary of the Company and is
compensated by the Company as an employee.  Mr. Mortensen owns 748 shares of
Common Stock and Company stock options to acquire up to an additional 235,167
shares of Common Stock.  In addition, Mr. Mortensen owns 4,667 restricted stock
units with respect to shares of the Common Stock.  Mr. Mortensen is eligible for
additional award grants under the Plan.

Item 6.   Indemnification of Directors and Officers

          The Company's Certificate of Incorporation provides that a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except to the extent
provided by applicable law for any breach of the director's duty of loyalty to
the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, pursuant to
Section 174 of the Delaware General Corporation Law (the "DGCL") or for any
transaction from which such director derived an improper personal benefit.
Under the DGCL, liability of a director may not be limited (1) for any breach
of the director's duty of loyalty to the Company or its stockholders, (2) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (3) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, and (4) for any transaction from which the
director derives an improper personal benefit.  The effect of the provisions of
the Company's Certificate of Incorporation is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except as provided in the Company's
Certificate of Incorporation and in the situations described in clauses (1)
through (4) above.  This provision does not limit or eliminate the rights of the
Company or any stockholder to seek nonmonetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.  The Bylaws
of the Company provide that the Company will indemnify its directors and
officers to the fullest extent permitted by the DGCL.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See the attached Exhibit Index at page 9, which is incorporated herein
by reference.

Item 9.  Undertakings

         (a)   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;

                    (ii)  To reflect in the prospectus any facts or events
                    arising after the effective date of this 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 this
                    Registration Statement; and

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

         provided, however, that paragraphs (a)(1)(i) and (a)(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
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.

              (2)  That, for the purpose of determining any liability under the
         Securities Act, 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 that 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Ana, State of California, on May 13, 2005.

                                    By: /s/ JACK D. MASSIMINO
                                        -------------------------------------
                                        Jack D. Massimino
                                        Chief Executive Officer

                                 POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Jack D. Massimino and Stan A. Mortensen, and each of them, acting individually
and without the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them individually, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

           Signature                    Title                         Date
  --------------------------     ---------------------           --------------

/s/ JACK D. MASSIMINO           Chief Executive Officer,           May 13, 2005
---------------------------     President and Director
Jack D. Massimino               (Principal Executive Officer)

/s/ KENNETH S. ORD              Executive Vice President and       May 13, 2005
---------------------------     Chief Financial Officer
Kenneth S. Ord                  (Principal Financial Officer)

/s/ ROBERT C. OWEN              Senior Vice President and          May 13, 2005
--------------------------      Controller
Robert C. Owen                  (Principal Accounting Officer)

/s/ DAVID G. MOORE              Chairman                           May 13, 2005
--------------------------
David G. Moore

/s/ HANK ADLER                  Director                           May 13, 2005
-------------------------
Hank Adler

/s/ MICHAEL P. BERRY            Director                           May 13, 2005
-------------------------
Michael P. Berry

/s/ LINDA AREY SKLADANY         Director                           May 13, 2005
-------------------------
Linda Arey Skladany

/s/ PAUL R. ST. PIERRE          Director                           May 13, 2005
-------------------------
Paul R. St. Pierre

______________________          Director
Loyal Wilson
EXHIBIT INDEX

Exhibit
Number         Description of Exhibit
---------      ------------------------

4.             Corinthian Colleges, Inc. 2004 New-Hire Award Plan.  (Filed as
               Exhibit 10.2 to the Company's Current Report on Form 8-K filed
               with the Commission on November 23, 2004 (Commission File No.
               000-25283) and incorporated herein by this reference.)

5.             Opinion of Company Counsel (opinion re legality).

23.1           Consent of Ernst & Young LLP (consent of independent registered
               public accounting firm).

23.2           Consent of Company Counsel (included in Exhibit 5).

24.            Power of Attorney (included in this Registration Statement under
               "Signatures").