FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Abrams Edward B   2. Issuer Name and Ticker or Trading Symbol LINCOLN EDUCATIONAL SERVICES CORP [LINC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Lincoln Ed Group (Last) (First) (Middle) C/O LINCOLN EDUCATIONAL SERVICES CORP, 200 EXECUTIVE DRIVE, SUITE 340 3. Date of Earliest Transaction (Month/Day/Year) 05/26/2010 (Street) WEST ORANGE, NJ 07052 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/26/2010   M   3,333 A $ 11.96 33,572 D   Common Stock 05/26/2010   M   656 A $ 14 34,228 D   Common Stock 05/26/2010   S   3,989 D $ 24.18 30,239 D   Common Stock 05/27/2010   M   13,469 A $ 14 43,708 D   Common Stock 05/27/2010   S   13,469 D $ 24.18 30,239 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 14

05/26/2010

M

656

04/15/2004

11/03/2013

Common Stock

656

$ 0

16,802

D

Employee Stock Option (right to buy)

$ 11.96

05/26/2010

M

3,333

03/01/2010

03/01/2017

Common Stock

3,333

$ 0

13,469

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

757

04/15/2004

11/03/2013

Common Stock

757

$ 0

12,712

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

1,413

11/03/2004

11/03/2013

Common Stock

1,413

$ 0

11,299

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

1,413

04/15/2005

11/03/2013

Common Stock

1,413

$ 0

9,886

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

1,413

11/03/2005

11/03/2013

Common Stock

1,413

$ 0

8,473

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

2,825

11/03/2006

11/03/2013

Common Stock

2,825

$ 0

5,648

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

2,824

11/03/2007

11/03/2013

Common Stock

2,824

$ 0

2,824

D

Employee Stock Option (right to buy)

$ 14

05/27/2010

M

2,824

11/03/2008

11/03/2013

Common Stock

2,824

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Abrams Edward B C/O LINCOLN EDUCATIONAL SERVICES CORP 200 EXECUTIVE DRIVE, SUITE 340 WEST ORANGE, NJ 07052			President, Lincoln Ed Group

Signatures

/s/ Edward B. Abrams		05/28/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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