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 1934August 4, 2009
(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 4, 2009, American Public Education, Inc. issued a press release reporting financial results for the quarter ended June 30, 2009.  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 4:30 p.m. EST on August 4, 2009 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 4, 2009, reporting financial results for the quarter ended June 30, 2009.
	99.2	American Public Education, Inc. slides for August 4, 2009 conference call and webcast for financial results for the quarter ended June 30, 2009.

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 4, 2009	By:	/s/ Harry T. Wilkins
			Harry T. Wilkins, Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

99.1	American Public Education, Inc. press release dated August 4, 2009, reporting financial results for the quarter ended June 30, 2009.
99.2	American Public Education, Inc. slides for August 4, 2009 conference call and webcast for financial results for the quarter ended June 30, 2009.

EX-99.1

Exhibit 99.1

American Public Education Reports Second Quarter 2009 Results

Revenues Increased 43% in Second Quarter 2009 Compared to the Prior Year Period

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--August 4, 2009--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 strong financial results for the quarter ended June 30, 2009.

Recent Highlights:

• The Company announced net course registrations of approximately 47,900 in the second quarter of 2009, a year-over-year increase of 44%.
• Net course registrations from new students in the second quarter of 2009 increased to approximately 11,200, an increase of 27% over the same period of 2008.
• As of June 30, 2009, a total of approximately 53,600 students were enrolled in American Public University System, a year-over-year increase of 49%.
• American Public Education reported second quarter 2009 revenues increased 43% to $35.7 million, compared to $25.0 million in the second quarter of 2008.
• Income from operations before interest income and income tax in the second quarter of 2009 increased 52% to $8.8 million, compared to $5.8 million in the same period of 2008. Operating margin in the second quarter of 2009 increased to 24.6%, compared to 23.0% in the second quarter of 2008.
• Net income for the second quarter of 2009 increased 35% to $5.3 million or $0.28 per diluted share, compared to $3.9 million or $0.21 per diluted share in the same period of 2008. Net income for the second quarter of 2008 was impacted by a lower effective tax rate of approximately 34%, compared to approximately 40% in the second quarter of 2009.
• American Public University System announced a partnership with Connections Academy, a leading operator of K-12 virtual public schools, to offer high school students the opportunity to earn a high school diploma and a Bachelor’s degree in six years.
• American Public Education announces that Sharon van Wyk, PhD has joined the organization as Chief Operations Officer.

Wallace E. Boston, Jr., Chief Executive Officer of American Public Education, Inc., stated, “In addition to reporting strong second quarter results, I am pleased to announce that Dr. Sharon van Wyk has joined our team as Chief Operations Officer. She recently served as the Vice President of Process Excellence, Infrastructure & Online Customer Support at Intuit, a leading international provider of business and financial management solutions with $3.1 billion revenue.”

“At Intuit, her leadership and innovative ideas generated process improvements, enhanced the customer experience, and increased TurboTax market share. In addition to wide-ranging management experience, Dr. Sharon van Wyk possesses several process improvement certifications including Master Black Belt and Six Sigma Instructor. She has experience launching Lean, Agile and Scrum.”

“I welcome Dr. Sharon van Wyk to American Public University System – I believe we will greatly benefit from her contributions, especially as we grow more efficient and continue to enroll an increasing number of civilian students,” added Mr. Boston.

Financial and Other Results:

Total revenues for the second quarter of 2009 increased 43% to $35.7 million, compared to total revenues of $25.0 million in the second quarter of 2008. Income from operations before interest income and income tax in the second quarter of 2009 increased 52% to $8.8 million, compared to $5.8 million in the same period of 2008. Operating margin in the second quarter of 2009 increased to 24.6%, compared to 23.0% in the second quarter of 2008. Stock-based compensation expense reduced operating income by $552,000 in the second quarter of 2009 and $469,000 in the second quarter of 2008.

Net income for the second quarter of 2009 increased 35% to $5.3 million or $0.28 per diluted share, which includes $355,000 or $0.02 per diluted share in stock-based compensation expense net of tax. This compares to net income of $3.9 million or $0.21 per diluted share for the second quarter of 2008, including $307,000 or $0.02 per diluted share in stock-based compensation expense net of tax. Net income for the second quarter of 2008 was impacted by a lower effective tax rate of approximately 34%, compared to approximately 40% in the second quarter of 2009. The weighted average diluted shares outstanding for the second quarter of 2009 and 2008 were approximately 18.9 million and 18.8 million, respectively.

For the six months ended June 30, 2009, total revenues were $68.9 million, an increase of 43% compared to total revenues of $48.2 million in the same period of 2008. Income from operations before interest income and income tax for the six months ended June 30, 2009 increased to $17.5 million, compared to $11.2 million in the same period of 2008. Stock-based compensation expense reduced each period's operating income by $1.1 million and $0.8 million, respectively.

Net income for the six months ended June 30, 2009 increased 44% to $10.6 million or $0.56 per diluted share, which includes $701,000 or $0.04 per diluted share in stock-based compensation expense net of tax. This compares to net income of $7.3 million or $0.39 per diluted share in the same period of 2008, including $556,000 or $0.03 per diluted share in stock-based compensation expense net of tax. Net income for the six months ended June 30, 2008 was impacted by a lower effective tax rate of approximately 37%, compared to approximately 40% in the same period of 2009. The weighted average diluted shares outstanding for the six months ended June 30, 2009 and 2008 were approximately 18.9 million and 18.8 million, respectively.

Total cash and cash equivalents as of June 30, 2009 were $57.1 million with no long-term debt. Cash from operations for the six months ended June 30, 2009 was $12.6 million, compared to $12.1 million in the same period of 2008. Capital expenditures were $4.4 million for the six months ended June 30, 2009, which compares to $4.6 million in capital expenditures in the same period of 2008. Depreciation and amortization was $2.7 million for the six months ended June 30, 2009 and $1.9 million for the same period of 2008.

American Public University System announces a partnership with Connections Academy, a leading operator of K-12 virtual public schools, to provide an accelerated path to earning a college degree. The partnership offers high school students the opportunity to earn a high school diploma through Connections Academy’s national private school, National Connections Academy, and an Associates degree through American Public University System in four years. Participating students may also earn a Bachelor’s degree from American Public University System in just two additional years.

This new program, called the College Advantage Program, combines the flexibility of online learning with rigorous academic programs that together create greater access to education opportunities and generate significant cost savings for students and their families. For additional information, visit http://www.connectionsacademy.com/private-school/.

Net Course Registrations and Student Enrollment:
For the three months ended June 30,
	2008	2009	% Change
Net Course Registrations from New Students	8,800	11,200	27%
Net Course Registrations	33,300	47,900	44%
For the six months ended June 30,
	2008	2009	% Change
Net Course Registrations from New Students	16,300	21,800	34%
Net Course Registrations	66,400	94,500	42%
As of June 30,
	2008	2009	% Change
Total Student Enrollment	35,900	53,600	49%

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 2009 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 13,600 and net course registrations of approximately 53,800 in the quarter ending September 30, 2009.
• The Company’s third quarter 2009 revenue is expected to be between $35.0 million and $36.0 million.
• The Company estimates that third quarter 2009 net income, including stock-based compensation expense, will be between $4.8 million and $5.2 million or between $0.25 and $0.27 per diluted share. The weighted average number of diluted shares outstanding is expected to be approximately 19.0 million shares in the three month period ending September 30, 2009.

Full Year 2009 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 49,000 and total net course registrations of approximately 205,200 in the twelve month period ending December 31, 2009.
• The Company expects full year 2009 revenues to be between $147 million and $150 million.
• The Company estimates that full year 2009 net income, including stock-based compensation expense, will be between $23.0 million and $23.9 million or between $1.20 and $1.26 per diluted share. The weighted average number of diluted shares outstanding is expected to be between 19.0 and 19.2 million shares in the twelve month period ending December 31, 2009.

Webcast:

A live webcast of the Company’s second quarter earnings conference call will be broadcast at 4:30 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 53,600 part-time students who live and work in all 50 states and more than 100 countries; and offers 74 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 2009 Outlook" and “Third Quarter 2009 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, 2008 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 Statement of Income
(In thousands, except per share data)
	Three Months Ended
	June 30,
	2009		2008
	(Unaudited)
Revenues	$	35,713		$	24,999
Costs and expenses:
Instructional costs and services		14,373			10,521
Selling and promotional		5,156			2,613
General and administrative		6,042			5,072
Depreciation and amortization		1,360			1,031
Total costs and expenses		26,931			19,237
Income from operations before interest income and income taxes		8,782			5,762
Interest income, net		29			196
Income from operations before income taxes		8,811			5,958
Income tax expense		3,497			2,033
Net income	$	5,314		$	3,925
Net Income per common share:
Basic	$	0.29		$	0.22
Diluted	$	0.28		$	0.21
Weighted average number of common shares:
Basic		18,162			17,807
Diluted		18,902			18,792

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Six Months Ended
	June 30,
	2009		2008
	(Unaudited)
Revenues	$	68,874	$	48,240
Costs and expenses:
Instructional costs and services		27,116		20,433
Selling and promotional		9,487		4,790
General and administrative		12,098		9,875
Depreciation and amortization		2,657		1,929
Total costs and expenses		51,358		37,027
Income from operations before interest income and income taxes		17,516		11,213
Interest income, net		40		438
Income from operations before income taxes		17,556		11,651
Income tax expense		7,004		4,321
Net income	$	10,552	$	7,330
Net Income per common share:
Basic	$	0.58	$	0.41
Diluted	$	0.56	$	0.39
Weighted average number of common shares:
Basic		18,109		17,771
Diluted		18,895		18,780

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

EX-99.2

Exhibit 99.2

Ahead of the Curve.Online higher educationfor a complex world.Second Quarter 2009Conference Call August 4, 2009

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 2009 Outlook” and “Full Year 2009 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, 2008 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. Safe Harbor Statement

Continued Success with Military Community Military Times Edge Magazine ranked AMU #2 in Top 50 schools chosen by service members using tuition assistance in 2008. The Top 50

Focused on Our Mission Strong Growth in Civilian SegmentsSecond quarter 2009 net course registrations from students using Title IV grew 100% to approximately 8,400 (18% of net course registrations)New Programs and New InitiativesSubmitted two new Master’s programs to HLCAPUS partners with Connections AcademyEnables students to earn a high school diploma and an Associates degree in 4 yearsProgram participants may earn a Bachelor’s degree in additional 2 yearshttp://www.connectionsacademy.com/private-school/Focus on Customer Service and Quality Sharon van Wyk, PhD joins as Chief Operations Officer Formerly, Vice President of Process Excellence, Infrastructure & Online Customer Support at Intuit, a $3 billion business and financial management solutions company.

Net Course Registrations and Enrollment Body:For the three months ended June 30, 20082009 % Change Net Course Registrations from New Students8,80011,200 27% Net Course Registrations 33,30047,90044% For the six months ended June 30, 20082009 % Change Net Course Registrations from New Students16,30021,800 34% Net Course Registrations 66,40094,50042% As of June 30,20082009 % Change Total Student Enrollment35,90053,60049% 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.

Transitioning to Civilian Growth Drivers Civilian Students….  More Classes Per Year (6 classes on average) more annual revenue per studentHigher Retention better lifetime valueLarger Market Size additional growth opportunitiesSegments Rely on Key Influencers allows for continue targeted advertisingHigh Referral Rate lower cost of acquisition vs. peersLower Conversion Rates opportunities for improvementAPUS Tuition Below Title IV Limits strong funding source/lower debt burden APUS targets underserved markets where affordability, accessibility and/or the interest in unique programs are a major consideration.

APUS Story Virtually Unchanged Since IPOExpand share of and presence in the Military community Pursue select civilian markets with a cost-effective marketing Launch new programs and enter new markets Source: Company Reports & APEI Estimates Education Peers APEI – no undergraduate tuition increase since 2001; no planned tuition increases.Public/Private Schools – 6% average annual tuition increase from 1996 to 2007.+120%(%) 1Q2009 Revenue Growth(%) 1Q2009 EBITDA MarginHigh Margin, Low GrowthLow Margin, Low GrowthHigh Margin, High GrowthLow  Margin, High GrowthAPEI +BMO Capital Markets and US Department of Education  Peer AveragePeer AverageAPEI Goal Quadrant

APEI Reports Strong Second Quarter 2009 Results Revenues increase 43% to $35.7 million  EBIT Increases 52% to $8.8 million Second quarter 2009 tax rate was 40%, compared to 34% in second quarter 2008Net Income Increases 35% to $5.3 millionReports Earnings of $0.28 Per Diluted Share Strong Balance Sheet:No long-term debtIncreasing cash balance, lower interest income Purchase and build new facilities in Charles Town in 2009/2010Introduces Third Quarter 2009 OutlookRefines Full Year 2009 Outlook

Continued Margin Improvement Three Months   Six Months Ended June 30,  Ended June 30, 2009 2008  2009 2008  Revenues 100.0 % 100.0 % 100.0 %  100.0 % Costs and expenses: Instructional costs and services 40.2 42.1 39.4 42.4 Selling and promotional 14.4 10.5 13.8 9.9 General and administrative 16.9 20.3 17.6 20.5 Depreciation and amortization 3.8  4.1  3.8  4.0 Total costs and expenses 75.3 77.0 74.6 76.8 Income from operations before  interest income and income taxes 24.7  23.0  25.4  23.2   Interest income, net0.0  0.8  0.1  1.0  Income from operations  before income taxes 24.7  23.8  25.5  24.2   Income tax expense 9.8 8.1 10.2 9.0 Net Income 14.9 %  15.7 %  15.3 %  15.2 %

Strong Balance Sheet with No Debt Cash & Cash Equivalents  $57.1 $47.7 Total Assets   $91.4   $78.8 Total Long-Term Debt  $0   $0 Other Items: Depreciation and Amortization $1.4   $1.0 CAPEX    $2.6   $2.4 ($ in millions)  As of June 30, As of December 31, 2009 2008 Three Months Ended June 30, 2009 2008

The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially. Full Year 2009 % GrowthNet Course Registrations from New Students approx. 49,000   33%Net Course Registrations approx. 205,200   40%Total Revenue $147 to $150 million 37%-40%EBIT $39.5 to $40.5 million 54%-58%Net Income (1) $23.0 to $23.9 million 42%-48%EPS – Diluted (1) $1.20 to $1.26 Weighted Ave. Shares Outstanding: 19.0 to 19.2 million shares Depreciation and Amortization Expense $5.3 to 5.5 million 25%-30% Capital Expenditures   $8 to 10 million**excludes approximately $10 million of possible new real estate expenditures over the next 18-24 months. Company Refines Full Year 2009 Outlook (1) Includes stock-based compensation expense of approximately $2.2 million

The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially. Third Quarter 2009 % GrowthNet Course Registrations from New Students approx. 13,600 31%Net Course Registrations approx. 53,800 38%Total Revenue $35.0 to $36.0 million 28%-31%Net Income (1) $4.8 to $5.2 million 26%-37%EPS – Diluted (1) $0.25 to $0.27 Weighted Ave. Shares Outstanding approx. 19.0 million shares  Company Introduces Third Quarter 2009 Outlook Includes stock-based compensation expense of approximately $575,000

Early start leads to greater percentage of earned revenue in first month, while a later start leads to a lower percentage of revenue recognized in the first month. Timing of Starts In Third & Fourth Quarter 2009  September Cohort Revenue Recognition: 2008 2009E  September October 56% 44% $1.2 million more revenue  ($1.6 million less revenue)  In September   44% 56%

APUS Story Virtually Unchanged Since IPO Expand share of and presence in the Military community Pursue select civilian markets with a cost-effective marketing Launch new programs and enter new markets Source: RBC, Company Reports & APEI Estimates   Education Peers APEI –no undergraduate tuition increase since 2001; no planned tuition increases. Public/Private Schools – 6% average annual tuition increase from 1996 to 2007.+  120%  (%) 1Q2009 Revenue Growth  (%) 1Q2009 EBITDA Margin  High Margin, Low Growth  Low Margin, Low Growth  High Margin, High Growth  Low  Margin, High Growth  APEI +BMO Capital Markets and US Department of Education Peer Average  Peer Average  APEI Goal Quadrant

Ahead of the Curve.Online higher education for a complex world.