SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* STONINGTON PARTNERS INC II (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/22/2005	3. Issuer Name and Ticker or Trading Symbol LINCOLN EDUCATIONAL SERVICES CORP [ LINC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,165,500	I	See footnote 1 below.(1)
Common Stock	3,132,100	I	See footnote 2 below.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* STONINGTON PARTNERS INC II (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)

1. Name and Address of Reporting Person* MICHAS ALEXIS P (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)

1. Name and Address of Reporting Person* BURKE JAMES J JR (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities are owned indirectly by Stonington Partners, Inc. II, through Back to School Acquisition, L.L.C., its controlled subsidiary and indirectly by Alexis P. Michas, as Managing Partner of Stonington Partners, Inc. II, and James J. Burke, Jr. as a partner of Stonington Partners, Inc., II. James J. Burke, Jr. and Alexis P. Michas disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

2. The reported securities are owned indirectly by Stonington Partners, Inc. II, through a voting agreement with Hart Capital LLC, pursuant to which Stonington Partners, Inc. II, has the power to direct the voting of all reported securities.

Remarks:

	/s/ Frank A. Bartoletti, Vice President and CFO	06/22/2005
	/s/ Alexis P. Michas	06/22/2005
	/s/ James J. Burke, Jr.	06/22/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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