8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 12, 2008
(Date of earliest event reported) 

American Public Education, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33810	01-0724376
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 W. Congress Street Charles Town, West Virginia	25414	304-724-3700
(Address of principal executive offices)	(Zip Code)	(Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information
Item 2.02  Results of Operations and Financial Condition.

On August 12, 2008, American Public Education, Inc. issued a press release reporting financial results for the quarter ended June 30, 2008.  A copy of American Public Education’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  American Public Education has scheduled a conference call and webcast for 5:00 p.m. EDT on August 12, 2008 to discuss its financial results, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.

Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	American Public Education, Inc. press release dated August 12, 2008, reporting financial results for the quarter ended June 30, 2008.
	99.2	American Public Education, Inc. slides for August 12, 2008 conference call and webcast for financial results for the quarter ended June 30, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		American Public Education, Inc.
Date:	August 12, 2008	By:	/s/ Harry T. Wilkins
			Harry T. Wilkins, Executive Vice President and
			Chief Financial Officer

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EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated August 12, 2008, reporting
	financial results for the quarter ended June 30, 2008.
99.2	American Public Education, Inc. slides for August 12, 2008 conference call and
	webcast for financial results for the quarter and year ended June 30, 2008.

EX-99.1

Exhibit 99.1

American Public Education Reports Second Quarter 2008 Results

Net Course Registrations from New Students Increase 60% in Second Quarter 2008 Compared to the Prior Year Period

CHARLES TOWN, W. Va.--(BUSINESS WIRE)--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System, which operates through American Military University and American Public University – announced financial results for the quarter ended June 30, 2008.

Recent Highlights:

• The Company announced net course registrations of approximately 33,300 in the second quarter of 2008, a year-over-year increase of 59%.
• Net course registrations from new students in the second quarter of 2008 increased to approximately 8,800, an increase of 60% over the same period of 2007.
• As of June 30, 2008, a total of approximately 35,900 students were enrolled in American Public University System.
• American Public Education reported second quarter 2008 revenues increased 55% to $25.0 million, compared to $16.2 million in the second quarter of 2007.
• Income from operations before interest income and income tax expense in the second quarter of 2008 increased to $5.8 million, compared to $3.3 million in the same period of 2007.
• Net income for the second quarter of 2008 increased 93% to $3.9 million or $0.21 per diluted share, compared to $2.0 million or $0.17 per diluted share in the same period of 2007. The weighted average diluted shares outstanding for the second quarter of 2008 and 2007 were approximately 18.8 million and 12.1 million, respectively.
• American Public Education introduces third quarter 2008 earnings outlook of between $0.17 and $0.18 per diluted share.

• The Company also increased its full year 2008 earnings outlook to between $0.76 and $0.80 per diluted share.

Financial and Other Results:

Total revenues for the second quarter of 2008 increased 55% to $25.0 million, compared to total revenues of $16.2 million in the second quarter of 2007. Income from operations before interest income and income tax expense in the second quarter of 2008 increased to $5.8 million, compared to $3.3 million in the same period of 2007. Operating margin in the second quarter of 2008 increased to 23.0%, compared to 20.4% in the second quarter of 2007. Stock-based compensation expense reduced operating income by $469,000 and $116,000 in the second quarter of 2008 and 2007, respectively.

Net income for the second quarter of 2008 increased to $3.9 million or $0.21 per diluted share, which includes $307,000 or $0.02 per diluted share in stock-based compensation expense net of tax. This compares to net income of $2.0 million or $0.17 per diluted share for the second quarter of 2007, including $126,000 or $0.01 per diluted share in stock-based compensation expense net of tax. The weighted average diluted shares outstanding for the second quarter of 2008 and 2007 were approximately 18.8 million and 12.1 million, respectively.

For the six months ended June 30, 2008 total revenues were $48.2 million, an increase of 59% compared to total revenues of $30.3 million in the same period of 2007. Income from operations before interest income and income tax for the six months ended June 30, 2008 increased to $11.2 million, compared to $6.0 million in the same period of 2007. Stock-based compensation expense reduced each period’s operating income by $846,000 and $618,000, respectively. Net income for the six months ended June 30, 2008 increased 105% to $7.3 million or $0.39 per diluted share, which includes $556,000 or $0.03 per diluted share in stock-based compensation expense net of tax. This compares to net income of $3.6 million or $0.30 per diluted share in the same period of 2007, including $493,000 or $0.04 per diluted share in stock-based compensation expense net of tax.

Total cash and cash equivalents at June 30, 2008 were $34.9 million with no long-term debt. Cash from operations for the six months ended June 30, 2008 was $12.0 million, compared to $9.9 million in the same period of 2007. Capital expenditures were $4.6 million for the six months ended June 30, 2008, which compares to $1.8 million in capital expenditures in the same period of 2007. Depreciation and amortization was $1.9 million for the six months ended June 30, 2008 and $1.3 million for the same period of 2007.

Net Course Registrations and Student Enrollment:
For the three months ended June 30,
	2007	2008	% Change
Net Course Registrations
from New Students	5,500	8,800	60%
Net Course Registrations	20,900	33,300	59%
For the six months ended June 30,
	2007	2008	% Change
Net Course Registrations
from New Students	11,100	16,300	47%
Net Course Registrations	41,700	66,400	59%
As of June 30,
	2007	2008	% Change
Total Student Enrollment	22,900	35,900	57%

Note: Net course registrations represent the aggregate number of classes in which students remain enrolled after the date by which they may drop the course without financial penalty. Total student enrollment is the number of students who have completed at least one course in the last 12 months or are in the start of the second week of class for the most current semester.

Third Quarter 2008 Outlook:

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially.

• The Company expects net course registrations from new students of approximately 9,100 and net course registrations of approximately 36,250 in the quarter ending September 30, 2008.
• The Company’s third quarter 2008 revenue is expected to be between $25.5 million and $26.2 million.
• The Company estimates that third quarter 2008 net income, including stock-based compensation expense, will be between $3.1 million and $3.4 million or between $0.17 and $0.18 per diluted share. The weighted average number of diluted shares outstanding is expected to be between 18.9 and 19.0 million shares in the three month period ending September 30, 2008.

Full Year 2008 Outlook:

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially.

• The Company anticipates net course registrations from new students of approximately 34,500 and total net course registrations of 141,000 or more in the twelve month period ending December 31, 2008.
• The Company expects full year 2008 revenues to be between $103.0 million and $105.5 million.
• The Company estimates that full year 2008 net income, including stock-based compensation expense, will be approximately $14.5 million to $15.1 million or between $0.76 and $0.80 per diluted share. The weighted average number of diluted shares outstanding is expected to be between 18.9 and 19.1 million shares in the twelve month period ending December 31, 2008.

Webcast:

A live webcast of the Company’s second quarter earnings conference call will be broadcast at 5:00 p.m. Eastern time today. This call will be open to listeners who log in through the Company's investor relations website, www.AmericanPublicEducation.com.

A replay of the live webcast will also be available starting approximately one hour after the conclusion of the live conference call. The replay will be archived and available to listeners for one year.

About American Public Education, Inc.

American Public Education, Inc. (NASDAQ: APEI) is an online provider of higher education focused primarily on serving the military and public service communities. American Public University System (APUS), wholly owned by APEI, comprises two universities – American Military University (AMU) and American Public University (APU). Regionally and nationally accredited, APUS serves more than 35,000 part-time students who live and work in all 50 states and more than 100 countries; and offers 73 degree programs in fields ranging from homeland security, military studies, intelligence, and criminal justice to technology, business administration, public health, and liberal arts.

Forward Looking Statements

Statements made in this press release regarding American Public Education, or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "should", "will" and "would". These forward-looking statements include, without limitation, statements under the heading “Full Year 2008 Outlook" and “Third Quarter 2008 Outlook” above and statements regarding expected growth. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

AMERICAN PUBLIC EDUCATION, INC.
Consolidated Statements of Income
(In thousands, except share and per share data)
	Three Months Ended
	June 30,
	2008		2007
	(Unaudited)
Revenues	$	24,999	$	16,173
Costs and expenses:
Instructional costs and services		10,521		6,886
Selling and promotional		2,613		1,449
General and administrative		5,072		3,837
Depreciation and amortization		1,031		705
Total costs and expenses		19,237		12,877
Income from operations before
interest income and income taxes		5,762		3,296
Interest income, net		196		194
Income before income taxes		5,958		3,490
Income tax expense		2,033		1,454
Net income	$	3,925	$	2,036
Net Income per common share:
Basic	$	0.22	$	0.17
Diluted	$	0.21	$	0.17
Weighted average number of
common shares:
Basic		17,806,884		11,998,159
Diluted		18,791,644		12,052,532
	Six Months Ended
	June 30,
	2008		2007
	(Unaudited)
Revenues	$	48,240	$	30,262
Costs and expenses:
Instructional costs and services		20,433		12,991
Selling and promotional		4,790		2,888
General and administrative		9,875		7,073
Depreciation and amortization		1,929		1,323
Total costs and expenses		37,027		24,275
Income from operations before
interest income and income taxes		11,213		5,987
Interest income, net		438		338
Income before income taxes		11,651		6,325
Income tax expense		4,321		2,755
Net income	$	7,330	$	3,570
Net Income per common share:
Basic	$	0.41	$	0.30
Diluted	$	0.39	$	0.30
Weighted average number of
common shares:
Basic		17,771,396		11,931,086
Diluted		18,779,761		11,982,100

CONTACT:
American Public Education, Inc.
Harry T. Wilkins, CPA, 304-724-3722
Executive Vice President and Chief Financial Officer
or
Christopher L. Symanoskie, 703-334-3880
Director, Investor Relations

EX-99.2

Slide: 1 Proprietary - Not for duplication Second Quarter 2008 Earnings Conference Call August 12, 2008  

Slide: 2   Statements made in this presentation regarding American Public Education, or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", "could", "estimate", "expect“, "intend", "may", "should“, "will" and "would". These forward-looking statements include, without limitation, statements on the slides “Third Quarter 2008 Outlook” and “Increased Full Year 2008 Outlook” and statements regarding expected growth. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 2  Safe Harbor Statement  

Slide: 3 Company reported second quarter 2008 earnings of $0.21 per diluted share Operating margins increased to 23.0% in second quarter of 2008, compared to 20.4% in second quarter of 2007 Full Year 2008 Earnings Outlook increased; Third Quarter 2008 Earnings Outlook introduced  Broadening relationship with the US Navy as a member of Navy College Program Distance Learning Partnership (NCPDLP) Regular visitation schedule at Navy installations Participation in 12 Navy Education Fairs https://www.navycollege.navy.mil/storefront.cfm Recent increase in G.I. Bill benefits a positive Recent Highlights  

Slide: 4 2Q2008 Financial Results  ($ in thousands, except per share data and registrations)  Includes pretax stock-based compensation expense of $469,000 in 2008 and $116,000 in 2007. Includes after-tax stock-based compensation expense of $307,000 or $0.02 per diluted share in 2008 and $126,000 or $0.01 per diluted share in 2007.  

Slide: 5   2Q2008 Operating Margin Improvement

Slide: 6   2Q2008 Tax Rate Lower Than Expected  Second 2008 quarter tax rate: 34% Less than expected due to higher revenues from lower tax rate jurisdictions   Expected full year 2008 tax rate of 41%

Slide: 7 3rd Quarter 2008 %Growth Net Course Registrations approx. 36,250 43% Net Course Registrations from New Students approx. 9,100 37% Total Revenue $25.5 to $26.2 million   45%-49%    Net Income (1) $3.1 to $3.4 million  40%-53% EPS – Diluted (1) $0.17 to $0.18 (1) Includes stock-based compensation expense of approximately $179,000 net of tax, compared to $112,000 in the same period of 2007.  Third Quarter 2008 Outlook  The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially.

Slide: 8 Prior FY 2008 Updated FY 2008    Net Course Registrations 139,000+ 141,000+ Net Course Registrations from New Students 33,500+ 34,500+ Total Revenue $102 to $104 million $103.0 to $105.5 million Net Income (1) $12.8 to $13.6 million $14.5 to $14.7 million EPS – Diluted (1) $0.67 to $0.72 $0.76 to $0.80 Depreciation and Amortization Expense $4.1 to $4.3 million $4.1 to $4.3 million Capital Expenditures $7.0 to $7.4 million $7.4 to $7.9 million (1) Includes stock-based compensation expense of between $1.1 million and $1.3 million, net of tax.  Increased Full Year 2008 Outlook  The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially.

Slide: 9 Closing Remarks – Positioned for Strong Growth in 2008 and Beyond Expanding in civilian markets  Continued success in military market New programs and market segments

Slide: 10   Proprietary - Not for duplication  www.AmericanPublicEducation.com