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

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

STEVEN WEBER HART (1)

N/A (2)

DIRECTOR (3)

131 ROWAYTON AVENUE

ROWAYTON

CT

06853 (4)

Title of the
Class of
Securities
To Be Sold

Name and Address of Each Broker Through
Whom the Securities are to be Offered or
Each Market Maker who is Acquiring
the Securities

Number of
Shares or Other
Units To Be Sold
(See instr. 3(c))

Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)

Common Stock

MERRILL LYNCH & COMPANY
FIFTH AVENUE FINANCIAL CENTER
717 FIFTH AVENUE, 7TH FLOOR
NEW YORK, NY 10022
and/or
4 CHERRY STREET
NEW CANAAN, CT 06840

up to 250,000 (5)

$3,487,500
(11/17/06)

25,440,695

commencing
11/20/06

NASDAQ

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

COMMON

9/15/99

COMMON

8/9/00

COMMON

10/31/00

COMMON

10/31/00

COMMON

12/24/05

COMMON

12/24/05

COMMON

12/24/05

COMMON

12/24/05

COMMON

12/24/05

If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

N/A            

(1) This form provides information regarding proposed sales by the following shareholders, which Rule 144 requires to be reported jointly and/or in the aggregate: Steven W. Hart and Marilyn D. Hart as joint tenants; four separate trusts for the individual and sole benefit of Nicholas DeQuinzio Hart, Jordan Campbell Hart, Christopher Weber Hart, and Sarah Elizabeth Hart, respectively (collectively, the “Trusts”), as to each of which Mrs. Hart serves as trustee; and Five Mile River Capital Partners LLC ("FMRCP"), of which Hart Capital LLC is the managing member. Mr. Hart is the President and Sole Member of Hart Capital LLC and he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Mr. Hart also disclaims beneficial ownership of all shares owned by the Trusts, and the filing of this report is not an admission that he is the beneficial owner of these securities.

(2) FMRCP’s IRS Identification number is 06-1556163.

(3) Mrs. Hart is an immediate family member of Mr. Hart. Mrs. Hart, the Trusts, and FMRCP's relationship to Lincoln Educational Services Corporation exists, under Rule 144(a), because of Mr. Hart's relationships to them as described in note (1) above and defined by Rule 144.

(4) This is the address for each individual and entity identified in note (1) above.

(5) Mr. and Mrs. Hart, as joint tenants, propose to sell up to 46,238 shares. Each of the Trusts proposes to sell up to 2,341 shares. FMRCP proposes to sell up to 194,398 shares.

(6) This purchase was made by FMRCP, of which Hart Capital LLC is the managing member. Mr. Hart is the President and Sole Member of Hart Capital LLC and he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The total number of shares listed for this transaction reflects the result of a 100:1 stock split of Lincoln’s common stock in April 2001.

(7) This purchase was made by FMRCP, of which Hart Capital LLC is the managing member. Mr. Hart is the President and Sole Member of Hart Capital LLC and he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The total number of shares listed for this transaction reflects the result of a 100:1 stock split of Lincoln’s common stock in April 2001.

(8) This purchase was made by FMRCP, of which Hart Capital LLC is the managing member. Mr. Hart is the President and Sole Member of Hart Capital LLC and he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The total number of shares listed for this transaction reflects the result of a 100:1 stock split of Lincoln’s common stock in April 2001.

(9) This purchase was made by FMRCP, of which Hart Capital LLC is the managing member. Mr. Hart is the President and Sole Member of Hart Capital LLC and he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The total number of shares listed for this transaction reflects the result of a 100:1 stock split of Lincoln’s common stock in April 2001.

(10) This gift was to the trust for the benefit of Sarah Elizabeth Hart, as to which Mrs. Hart serves as trustee. Mr. Hart disclaims beneficial ownership of all shares owned by this trust, and the filing of this report is not an admission that he is the beneficial owner of these securities.

(11) This gift was to the trust for the benefit of Christopher Weber Hart, as to which Mrs. Hart serves as trustee. Mr. Hart disclaims beneficial ownership of all shares owned by this trust, and the filing of this report is not an admission that he is the beneficial owner of these securities.

(12) This gift was to the trust for the benefit of Jordan Campbell Hart, as to which Mrs. Hart serves as trustee. Mr. Hart disclaims beneficial ownership of all shares owned by this trust, and the filing of this report is not an admission that he is the beneficial owner of these securities.

(13) This gift was to the trust for the benefit of Nicholas DeQuinzio Hart, as to which Mrs. Hart serves as trustee. Mr. Hart disclaims beneficial ownership of all shares owned by this trust, and the filing of this report is not an admission that he is the beneficial owner of these securities.

(14) This gift was to Mr. and Mrs. Hart as joint tenants.

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all personswhose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which have not been publicly disclosed.

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations
(See 18 U.S.C. 1001)