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Exhibit 3.3

RESTATED CERTIFICATE OF INCORPORATION
OF
CORINTHIAN COLLEGES, INC.,
a Delaware corporation

Corinthian Colleges, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
Corporation), does hereby certify that:

1.       The name of the Corporation is Corinthian Colleges, Inc. The
Corporation was originally incorporated under the same name, and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on July 24, 1996.

2.       The first Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on August 23, 1996.

3.       The second Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of the State of Delaware on September 24, 1996.

4.       The third Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on November 21,
1997.

5.       The fourth Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on February 3, 1999.

6.       The fifth Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on November 29,
2001.

7.       This sixth Restated Certificate of Incorporation amends, restates and
supersedes the Certificate of Incorporation as originally filed and thereafter
amended and restated, was duly adopted in accordance with the provisions of
Section 242 and 245 of the General Corporation Law of the State of Delaware,
and was approved by the stockholders of the Corporation at a duly noticed
meeting of the stockholders.

8.       The text of the fifth Restated Certificate of Incorporation of the
Corporation, filed with the Secretary of State of the State of Delaware on
November 29, 2001, as it may have heretofore been amended or supplemented, is
hereby amended, restated and superseded to read in its entirety as follows:

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RESTATED CERTIFICATE OF INCORPORATION OF
CORINTHIAN COLLEGES, INC.

Article I: Name

The name of this corporation (the Corporation) is Corinthian Colleges,
Inc.

Article II: Registered Office

The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the name of its registered agent at that address is Corporation
Trust Company.

Article III: Purpose

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

Article IV: Capital Stock

A.       The Corporation is authorized to issue two classes of stock
designated, respectively, Common Stock and Preferred Stock. The total
number of shares of capital stock which the Corporation has authority to
issue is 120,500,000 shares, consisting of 120,000,000 shares of Common
Stock, par value $0.0001 per share, and 500,000 shares of Preferred
Stock, par value $1.00 per share.

B.       Shares of Preferred Stock may be issued from time to time in one
or more series. The Board of Directors of the Corporation is hereby
authorized to determine and alter all rights, preferences, privileges and
qualifications, limitations and restrictions thereof (including without
limitation, voting rights and the limitation and exclusion thereof)
granted to or imposed upon any wholly unissued series of Preferred Stock
and the number of shares constituting any such series and the designation
thereof, and to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series then outstanding. In the
event that the number of shares of any series is so decreased, the shares
constituting such reduction shall resume the status that such shares had
prior to the adoption of the resolution originally fixing the number of
shares of such series.

Article V: Management

A.       The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors of the Corporation. All
vacancies and newly created directorships resulting from any increase in
the authorized number of directors, as well as any other vacancies, shall
be filled exclusively by a majority of the directors in office
immediately prior to such increase. All of the powers of the Corporation,
insofar as the same may be lawfully vested by this Certificate of
Incorporation in the Board of Directors, are hereby conferred upon the
Board of Directors of the Corporation.

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B.       The number of directors constituting the entire Board shall be
not less than three nor more than nine as fixed from the time to time, in
accordance with the Bylaws, provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director
at the time in office, and provided further, that the number of directors
constituting the entire Board shall be seven until otherwise fixed in
accordance with the Bylaws.

C.       The Board of Directors shall be divided into three classes, as
nearly equal in numbers as the then number of directors constituting the
entire Board permits with the term of office of one class expiring each
year. The three classes of directors shall be designated Class I, Class
II, and Class III. The Board of Directors shall (i) assign one of the
three current directors to each of Class I, Class II, and Class III,
respectively (ii) determine, within the constraints of this Article V the
number of directors of each class, and (iii) pursuant to this Article V
fill any vacancies. The initial term of office of the directors of Class
I shall expire at the annual meeting of stockholders to be held during
fiscal year 2000, the initial term of office of the directors of Class II
shall expire at the annual meeting to be held during fiscal year 2001 and
the initial term of office of the directors of Class III shall expire at
the annual meeting to be held during fiscal year 2002. At each annual
meeting, commencing with the annual meeting to be held during fiscal year
2000, each of the successors to the directors of the class whose term
shall have expired at such annual meeting shall be elected for a term
running until the third annual meeting next succeeding his or her
election and until his or her successor shall have been duly elected and
qualified.

D.       Notwithstanding any other provision contained in this Certificate
of Incorporation or the Bylaws of the Corporation, any director or the
entire Board of Directors of the Corporation may be removed, but only for
cause and only by the affirmative vote of the holders of a majority of
the outstanding shares of capital stock of the Corporation then entitled
to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for
that purpose.

Article VI: Limitation of Director Liability and Indemnification

To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of this Corporation
shall not be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. The liability of a director of the
Corporation to the Corporation or its stockholders for monetary damages shall
be eliminated to the fullest extent permissible under applicable law in the
event it is determined that Delaware law does not apply. The Corporation shall,
to the fullest extent permitted by law, as now or hereafter in effect,
indemnify its directors and officers against any liabilities, losses or related
expenses which they may incur by reason of serving or having served as
directors or officers of the Corporation, or serving or having served at the
request of the Corporation as directors, officers, trustees, partners,
employees or agents of any entity in which the Corporation has an interest.
Such right to indemnification shall continue as to a person who

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has ceased to be a director or officer of the Corporation and shall inure to
the benefit of such persons heirs, executors and personal and legal
representatives. The right to indemnification conferred by this Article VI
shall include the right to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition. Notwithstanding the foregoing, the Corporation shall not be
obligated to indemnify any director or officer (or any of such persons heirs,
executors or personal or legal representatives) in connection with a proceeding
(or part thereof) initiated by such person (except for a proceeding to enforce
rights to indemnification) unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors.

The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article VI to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in
this Article VI shall not be exclusive of any other right which any person may
have or hereafter acquire under this Certificate of Incorporation, the Bylaws
of the Corporation, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.

Any repeal or modification of this Article VI shall not result in any
liability of a director, or any change or reduction in the indemnification to
which a director, officer, employee or agent would otherwise be entitled, with
respect to any action or omission occurring prior to such repeal or
modification.

Article VII: Call of Special Meetings

Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Board of Directors, or by a majority
of the members of the Board. Special meetings of the stockholders may not be
called by the stockholders.

Article VIII: No Stockholder Action by Written Consent

No action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, and the powers of stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.

Article IX: Amendment of Corporate Documents

A.       The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, except as provided in
paragraph B of this Article IX and all rights conferred upon the
stockholders herein are granted subject to this reservation.

B.       The affirmative vote of a majority of the outstanding stock
entitled to vote, and a majority of the outstanding stock of any
particular class or series of the capital stock of the Corporation, shall
be required to alter, amend, rescind or repeal any

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provision of this Certificate of Incorporation; provided, however, that
notwithstanding any other provisions of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any requirement of applicable law and any
affirmative vote of the holders of any particular class or series of the
capital stock of the Corporation, the approval by a majority of the
directors of the Corporation then in office and the affirmative vote of
at least sixty-six and two-thirds percent (66-2/3%) of the voting power
of all of the then-outstanding shares of the voting stock entitled to
vote, voting together as a single class, shall be required to alter,
amend, rescind or repeal any provision of Articles V, VI or IX.

C.       The Board of Directors of the Corporation shall have the power to
adopt, amend, alter, change and repeal any Bylaws of the Corporation by
vote of a majority of the members of the Board of Directors of the
Corporation then in office.

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IN WITNESS WHEREOF, Corinthian Colleges, Inc. has caused this Restated
Certificate of Incorporation to be signed by David G. Moore, its Chairman and
Chief Executive Officer this 20th day of November, 2003.

CORINTHIAN COLLEGES, INC.By:
    
    /s/ DAVID G. MOOREDavid G. MooreChairman and Chief Executive Officer


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