UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



|(Mark One)                             |                                                                                        
|-------------------------------------- | ---------------------------------------------------------------------------------------
|x                                      | ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For fiscal year ended December31, 2005
|OR                                    
|o                                      | TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period fromto      

Commission file number 000-28393



eCollege.com

(Exact name of registrant as specified in its charter)

|DelawareState or other jurisdiction of incorporation or organization                        |  | 84-1351729(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|One N. LaSalleStreet, Suite 1800, Chicago, Illinois(Address of principal executive offices) |  | 60602(Zip Code)                               

Registrant's telephone number, including area code:(312)706-1710

Securities registered pursuant to Section 12(b) of the Act:

Common Stock

(Title of Class)



Securities registered pursuant to Section 12(g) of the Act:None.



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.oYesxNo



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYesxNo



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such



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shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.xYesoNo



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|Large Accelerated Filero |  | Accelerated Filerx |  | Non-Accelerated Filero
|------------------------ |  | ------------------ |  | ----------------------



Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of the Act).oYesxNo



The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2006, the last business day of the registrants most recently completed second fiscal quarter, was approximately $366,734,225 based on the closing price of the common stock as reported on the Nasdaq National Market.

|As of August 7, 2006, 22,212,691 shares of our common stock were outstanding.
|-----------------------------------------------------------------------------

DOCUMENTS INCORPORATED BY REFERENCE

None



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EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A to amend certain disclosures in Item 11 of our Annual Report on Form 10-K for the fiscal year ended on December 31, 2005, filed on March 16, 2006 (2005 10-K). Specifically, this Amendment No. 1 (i) amends and restates the table entitled Summary Compensation Table to correctly state the 2005 bonus shown for Robert Haimes, a Named Executive Officer, to reflect a $14,528 correction in the calculation of his bonus that occurred after the filing of the 2005 10-K, and (ii) amends and restates the table entitled Stock Appreciation Right Grants in Last Fiscal Year to correct the amounts shown under the columns headed Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for SAR Term(3) for 5% and 10% values which were inadvertently overstated in the 2005 10-K.



Except to the extent expressly set forth herein, this Amendment No. 1 continues to speak as of the date of the original 2005 10-K  and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the original 2005 10-K,  or modified or updated those disclosures in any way. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the original 2005 10-K on March 16, 2006.







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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



The following table sets forth information with respect to compensation earned by the Companys Chief Executive Officer and the next four most highly compensated executive officers who were serving as executive officers at the end of 2005 (collectively, the Named Executive Officers).



Summary Compensation Table



|                                      |  | Annual Compensation |  |        | Long TermCompensation Awards
|------------------------------------- |  | ------------------- |  | ------ | ----------------------------
|Name and Principal Position(s)        |  | Year                |  | Salary |                             
|Oakleigh Thorne                       |  | 2005                |  | $      | 374,880                     
|Chief Executive Officer               |  | 2004                |  | $      | 373,958                     
|                                      |  | 2003                |  | $      | 350,000                     
|                                      |  |                     |  |        |                             
|Douglas H. Kelsall                    |  | 2005                |  | $      | 310,265                     
|President and Chief Operating Officer |  | 2004                |  | $      | 285,416                     
|                                      |  | 2003                |  | $      | 250,000                     
|                                      |  |                     |  |        |                             
|Reid E. Simpson                       |  | 2005                |  | $      | 260,000                     
|Chief Financial Officer               |  | 2004                |  | $      | 162,000                     
|                                      |  | 2003                |  | $      |                            
|                                      |  |                     |  |        |                             
|Thomas L. Dearden                     |  | 2005                |  | $      | 206,255                     
|Chief Executive Officer,              |  | 2004                |  | $      | 178.980                     
|Enrollment Division                   |  | 2003                |  | $      | 27,500                      
|                                      |  |                     |  |        |                             
|Robert S. Haimes                      |  | 2005                |  | $      | 213,542                     
|Senior Vice President,  eCollege      |  | 2004                |  | $      | 203,350                     
|and Chief Operating Officer,          |  | 2003                |  | $      | 187,200                     
|Enrollment Division                   |  |                     |  |        |                             
|                                      |  |                     |  |        |                             



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|(1) | On August 13, 2003, Mr. Thorne was granted a Share Rights Award of 24,129 shares of the Companys common stock under the 1999 Plan in consideration for his services to the Company. One third of the shares vested on July 1, 2004 and the balance will vest in eight successive equal quarterly installments beginning October 2004, provided Mr. Thorne continues in employment with the Company. The value of the Share Right Award as of December 31, 2005 was $435,045. Mr. Thorne received an additional bonus of $225,000, one half of which was paid in cash and the remaining half was paid in the form of 5,594 share rights, the value of which was $100,860 as of December 31, 2005. These share rights vested 100% on January 27, 2006.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | In 2004, the Company paid $13,403 of Mr. Thornes personal travel expenses pursuant to his employment agreement. In addition, prior to 2005 the Company paid certain living expenses for Mr. Thorne, which totaled $12,014 in 2004 and $14,040 in 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Stock appreciation rights were granted to the Named Executive Officers on September 13, 2004 and March 23, 2005 and are exercisable on September 13, 2009 and March 23, 2010, respectively. At the exercise date, if the average fair market value per share of common stock (the Performance Price) for the three month period preceding the exercise date (the Performance Period) exceeds the base price for a stock appreciation right, then the recipient will be entitled to receive a distribution of shares of common stock with a value calculated by dividing the excess of the Performance Price over the base price per stock appreciation right by the Performance Price. The recipient may elect to receive 10% of his distribution on each of the third and fourth anniversaries of the grant date. Subject to vesting provisions, the distributions will accelerate
upon the occurrence of a change in control.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | On August 13, 2003 Mr. Kelsall was granted a Share Rights Award of 12,064 shares of the Companys common stock under the 1999 Plan in consideration for his services to the Company. One third of the shares vested on July 1, 2004 and the balance will vest in eight successive equal quarterly installments beginning October 2004, provided Mr. Kelsall continues in employment with the Company. The value of the Share Right Award as of December 31, 2005 was $217,514. Mr. Kelsall received an additional bonus of $175,000, one half of which was paid in cash and the remaining half was paid in the form of 4,351 share rights, the value of which was $78,449 as of December 31, 2005. These share rights vested 100% on January 27, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Mr. Simpson joined the Company on May 3, 2004, and the salary and bonus shown for 2004 represent partial year compensation. On May 3, 2004 Mr. Simpson was granted a Share Rights Award of 10,000 shares of the Companys common stock under the 1999 Plan in consideration for his services to the Company. One third of the shares vested May 3, 2005 and the balance will vest in eight successive equal quarterly installments beginning August 2005, provided Mr. Simpson continues in employment with the Company. The value of the Share Rights Award as of December 31, 2005 was $180,300.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







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|(6) | Mr. Dearden joined the Company on October 31, 2003, the date on which the Company acquired Datamark, Inc., and the salary and bonus shown for 2003 represent the portion of his 2003 compensation earned after such date. Pursuant to his employment agreement with the Company, on October 31, 2003 Mr. Dearden was granted a Share Rights Award of 50,000 shares of the Companys common stock under the 1999 Plan. The shares vest in 24 successive equal monthly installments beginning October 31, 2005, provided Mr. Dearden continues in employment with the Company. The value of the Share Right Award as of December 31, 2005 was $901,500.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | In addition to receiving Stock Appreciation Right Awards on September 13, 2004 and March 23, 2005 as described in footnote (3), on May 2, 2005 Mr. Dearden was granted an additional award of 30,000 stock appreciation rights which are exercisable May 2, 2010. At such time, if the average fair market value per share of common stock (the Performance Price) for the three month period preceding the exercise date (the Performance Period) exceeds the base price for a stock appreciation right, then the recipient will be entitled to receive a distribution of shares of common stock with a value calculated by dividing the excess of the Performance Price over the base price per stock appreciation right by the Performance Price. The recipient may elect to receive 10% of his or her distribution on each of the third and
fourth anniversaries of the grant date. Subject to vesting provisions, the distributions will accelerate upon the occurrence of a change in control.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | On August 13, 2003 Mr. Haimes was granted a Share Rights Award of 3,485 shares of the Companys common stock under the 1999 Plan in consideration for his services to the Company. One third of the shares vest on July 1, 2004 and the balance will vest in 8 successive equal quarterly installments beginning October 2004, provided Mr. Haimes continues in employment with the Company. The value of the Share Right Award as of December 31, 2005 was $62,835. Mr. Haimes received an additional bonus of $60,000, one half of which was paid in cash and the remaining half was paid in the form of 1,491 share rights, the value of which was $26,883 as of December 31, 2005. These share rights vested 100% on January 27, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Stock Appreciation Right Grants in Last Fiscal Year

The following table provides information on the stock appreciation rights granted to the Named Executive Officers during the fiscal year ended December 31, 2005. All rights were granted under the Companys 1999 Stock Incentive Plan. Absent promotions or other special circumstances, the Company does not intend to grant additional equity to these individuals for the next four years. No option grants were made to the Named Executive Officers during the 2005 fiscal year.

|                   |  | Individual Grants                           |  |                                                  |  | Potential Realizable Value  
|------------------ |  | ------------------------------------------- |  | ------------------------------------------------ |  | ----------------------------
|Name               |  | Number ofSecuritiesUnderlyingSAR
Granted($) |  | % of TotalSARsGranted toEmployees in
Fiscal Year |  | Exercise orBase Price
($/Sh)
|5% ($)             |  | 10% ($)                                    
|Oakleigh Thorne    |  | 210,000                                     |  | 18.0                                             |  |                             
|Douglas H. Kelsall |  | 150,000                                     |  | 12.8                                             |  |                             
|Reid E. Simpson    |  | 90,000                                      |  | 7.7                                              |  |                             
|Thomas L. Dearden  |  | 45,000                                      |  | 3.9                                              |  |                             
|                   |  | 30,000                                      |  | 2.6                                              |  |                             
|Robert S. Haimes   |  | 60,000                                      |  | 5.1                                              |  |                             



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|(1) | These stock appreciation rights were granted on March 23, 2005 and are exercisable on March 23, 2010. At such time, the recipient will be entitled to receive a distribution of shares of common stock with a value calculated by dividing (x) the excess of (A) the Performance Price over (B) the base price per stock appreciation right by (y) the Performance Price. Each stock appreciation right is divided into five (5) equal levels with an assigned base price to each level as follows:  Level 1 - $12.672, Level 2 - $13.939, Level 3 - $15.333, Level 4 - $16.866 and Level 5 - $18.553. The recipient may elect to receive 10% of his or her distribution on each of March 23, 2008 and March 23, 2009. Subject to vesting provisions, the distribution will accelerate upon the occurrence of a change in control.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | This stock appreciation right was granted on May 2, 2005 and is exercisable on May 2, 2010. At such time, the recipient will be entitled to receive a distribution of shares of common stock with a value calculated by dividing (x) the excess of (A) the Performance Price over (B) the base price per stock appreciation right by (y) the Performance Price. Each stock appreciation right is divided into five (5) equal levels with an assigned base price to each level as follows:  Level 1 - $12.166, Level 2 - $13.383, Level 3 - $14.721, Level 4 - $16.193 and Level 5 - $17.812. The recipient may elect to receive 10% of his or her distribution on each of May 2, 2008 and May 2, 2009. Subject to vesting provisions, the distribution will accelerate upon the occurrence of a change in control.                
|(3) | There can be no assurance provided to any executive officer or other holder of the Companys securities that the actual stock price appreciation over the stock appreciation rights term will be at the 5% and 10% levels or at any other level. Unless the market price of the Companys common stock appreciates so that the Performance Price is higher than the base price, no value will be realized from these grants.                                                                                                                                                                                                                                                                                                                                                                                                      





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Aggregated Year-End Option and SAR Exercises and Values



The following table provides information as to options and stock appreciation rights exercised and the value of outstanding options and stock appreciation rights held by the Named Executive Officers at December 31, 2005.



Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values



|                   |  | SharesAcquired |  | Value    |           | Number of SecuritiesUnderlying UnexercisedOptions/SARs atDecember31, 2005 |          | Value of Unexercised In-the-Money Options/SARs atDecember31, 2005(1)
|------------------ |  | -------------- |  | -------- | --------- | ------------------------------------------------------------------------- | -------- | --------------------------------------------------------------------
|Name               |  | on Exercise    |  | Realized |           | Exercisable                                                               |          | Unexercisable                                                       
|Oakleigh Thorne    |  | 972,335        |  | $        | 6,921,866 |                                                                           | 27,665/0 | (2)                                                                 
|                   |  |               |  |         |           | 10,695/0                                                                  |          | 0/420,000                                                           
|Douglas H. Kelsall |  |               |  |         |           | 286,944/0                                                                 |          | 0/300,000                                                           
|Reid E. Simpson    |  |               |  |         |           | 0                                                                         |          | 0/180,000                                                           
|Thomas L. Dearden  |  |               |  |         |           | 0                                                                         |          | 0/120,000                                                           
|Robert S. Haimes   |  |               |  |         |           | 128,500/0                                                                 |          | 0/120,000                                                           
|                   |  |                |  |          |           |                                                                           |          |                                                                     



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|(1) | Whether an option or SAR is in-the-money is determined by subtracting the exercise price of the option (or base price of the SAR) from the closing price for the common stock as reported by the Nasdaq on December 31, 2005 ($18.03). If the amount is greater than zero, the option or SAR is in-the-money.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|(2) | Represents fully vested options granted to Blumenstein/Thorne Information Partners I, L.P. (BTIP), an investment fund affiliated with Mr. Thorne, in lieu of salary, benefits and other compensation to Mr. Thorne in 2000 and 2001. The Compensation Committee awarded this stock option grant to BTIP to provide the limited partners of BTIP with a significant equity incentive to contribute Mr. Thornes services to the financial success of the Company and to align his interests with those of the Companys stockholders. Of these options for 1,000,000 shares, options for 200,000 shares have an exercise price of $3.875, the fair market value of the Companys common stock on date of grant; options for the remaining 800,000 shares have an exercise price of $3.875 based on the Company having met certain stock price performance criteria. Options
for 955,760 of such shares were exercised on February 1, 2005 and options for 16,575 of such shares were exercised on March 23, 2005.



Director Compensation

All non-employee directors are reimbursed for their reasonable travel expenses incurred in connection with attending the Companys meetings.



On February 15, 2005 the Board of Directors approved the eCollege.com 2005 Outside Directors Compensation Plan (the Directors Compensation Plan), which provides for the payment, beginning in 2005, of a $15,000 annual cash retainer to each non-employee director for services performed as a member of the Board of Directors. The Directors Compensation Plan also provides for the payment, beginning in 2005, of an annual cash retainer to each non-employee director for each committee of the Board of Directors on which he or she serves, as follows:



|                       |  | Committee Member |       | Committee Chair
|---------------------- |  | ---------------- | ----- | ---------------
|Audit Committee        |  | $                | 7,500 |                
|Compensation Committee |  | $                | 5,000 |                
|Nominating Committee   |  | $                | 5,000 |                



Each non-employee director may elect to defer all or a portion of the annual cash retainers payable to him or her in a particular year and in such case the director will receive a grant of deferred stock units that are issued pursuant to the Stock Issuance Program established under the 1999 Stock Incentive Plan. The number of deferred stock units credited to a non-employee directors stock account will equal the amount of compensation he or she has deferred divided by the fair market value of a share of common stock on the day the compensation would otherwise have been paid to the non-employee director.



In addition to the cash retainers, the Directors Compensation Plan provides that each individual who becomes a non-employee director on or after January 1, 2005 will receive a grant of 4,000 deferred stock units (an Initial Grant) on the first business day coinciding with or immediately following the date his or her service on the Board of Directors commences. The Companys current non-employee directors will not receive such grants. The Directors Compensation Plan also provides that on the first business day in January of each year, each non-employee director will receive a grant (an Annual Grant) of 2,000 deferred stock units. With respect to the Companys current non-



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employee directors, Mr. Mundheim received his first Annual Grant in January 2006 and Messrs. Blumenstein and Girgenti and Ms. Korshak will begin to receive Annual Grants in 2007. Individuals who become outside directors after January 1, 2005 will receive Annual Grants beginning in the year after the year in which service as a member of the Board of Directors commenced. Initial Grants vest in monthly increments over a three-year period, subject to acceleration upon a change in control of the Company, and Annual Grants vest immediately upon grant.



Employment Agreements



The Company has entered into employment agreements with the Named Executive Officers. On August 10, 2004, the Company entered into agreements with Messrs. Thorne, Kelsall and Simpson. Mr. Thornes agreement provides for an annual salary (currently $375,000) and bonus potential of 90% of base salary, or $337,500. Mr. Kelsalls agreement provides for an annual salary (currently  $315,000)  and bonus potential of 75% of base salary, or $236,250. Mr. Simpsons agreement provides for an annual salary (currently $260,000) and bonus potential of 60% of base salary, or $156,000. Each agreement also provides that the employee is entitled to receive a specified percentage of the equity pool established under a new long-term equity plan as approved by the Compensation Committee. The Compensation Committee subsequently approved a long-term stock incentive plan pursuant to which each of
the Named Executive Officers received stock appreciation rights as described in footnote (3) to the Summary Compensation Table shown above. The agreements also provide that future long-term equity compensation will be determined by the Compensation Committee. In the event of termination by the Company without cause or by Messrs. Thorne, Kelsall or Simpson for good reason, the employee  will receive severance payments equal to one years salary, plus pro rata target bonus through the date of termination (assuming satisfaction of pro-rated performance objectives), plus one years target bonus. In addition to severance, the employee will vest immediately in any equity incentives outstanding on the contract date that would otherwise vest within one year of the termination date. In the event of a termination without cause or for good reason within two years following a change in control, Messrs. Thorne and Kelsall will receive the severance described above plus an additional year
of salary and Mr. Simpson will receive the severance described above plus an additional six months of salary. The agreements provide that upon a change in control, all equity incentives held by Messrs. Thorne, Kelsall and Simpson (other than stock appreciation rights) will vest, and all restrictions on their stock will lapse.



Upon the closing of the Datamark acquisition, the Company entered into an employment agreement with Mr. Dearden dated September 15, 2003. The agreement provides for an annual base salary (currently $215,000) and a target bonus of 80% of base salary, or $172,000. The agreement also provides that Mr. Dearden will receive 50,000 share rights, which were issued to him on October 31, 2003. Upon termination without cause or for good reason, Mr. Dearden will receive severance equal to six months salary plus his pro rata bonus through the termination date and vesting of his share rights (but not his stock appreciation rights) will accelerate.



On September 6, 2002, the Company entered into an employment agreement with Mr. Haimes. The agreement provides for an annual salary (currently $215,000) and bonus potential of 60% of base salary, or $129,000. The agreement also provides that Mr. Haimes may receive equity compensation from time to time as determined by the Compensation Committee or the Chief Executive Officer. In the event of a termination without cause, Mr. Haimes will receive six months salary as severance.



Each of the contracts between the Company and its Named Executive Officers includes the following terms:



| | Standard benefits including vacation days, participation in a flexible reimbursement plan and medical/dental insurance;
|- | -----------------------------------------------------------------------------------------------------------------------



| | Employment may be terminated by eCollege or employee at any time and for any reason;
|- | ------------------------------------------------------------------------------------



| | Non-competition and non-solicitation provisions ranging from six months to two years from the date of separation;
|- | -----------------------------------------------------------------------------------------------------------------



| | Confidentiality provisions;
|- | ---------------------------



| | Assignment of ideas and inventions; and
|- | ---------------------------------------



| | Nondisparagement provisions.
|- | ----------------------------







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PART IV.





|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |                                                                                          
|-------- | ------------------------------------------ | -----------------------------------------------------------------------------------------
|         | (b)                                        | The exhibits listed below in the Index to Exhibits are filed as part of this Form 10-K/A.
|         |                                            |                                                                                          



INDEX TO EXHIBITS

|Exhibit      Number | Description                                                                                                               
|------------------- | --------------------------------------------------------------------------------------------------------------------------
|31.1                | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|31.2                | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 9th day of August, 2006.



eCollege.com



|By: | /s/Oakleigh Thorne
Name: Oakleigh ThorneTitle: Chief Executive Officer and Chairman |  | 
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