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 1934November 8, 2010
(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 November 8, 2010, American Public Education, Inc. issued a press release reporting financial results for the quarter ended September 30, 2010.  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 November 8, 2010 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 November 8, 2010, reporting financial results for the quarter ended September 30, 2010.
	99.2	American Public Education, Inc. slides for November 8, 2010 conference call and webcast for financial results for the quarter ended September 30, 2010.

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:	November 8, 2010	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 November 8, 2010, reporting  financial results for the quarter ended September 30, 2010.
99.2	American Public Education, Inc. slides for November 8, 2010 conference call and  webcast for financial results for the quarter ended September 30, 2010.

EX-99.1

Exhibit 99.1

American Public Education Reports Third Quarter 2010 Results

CHARLES TOWN, W.Va.--(BUSINESS WIRE)--November 8, 2010--American Public Education, Inc. (NASDAQ: APEI) – parent company of online learning provider American Public University System (APUS), which operates through American Military University (AMU) and American Public University (APU) – announced financial results for the quarter ended September 30, 2010.

Recent Highlights:

• Net course registrations increased to approximately 69,200 in the third quarter of 2010, a year-over-year increase of 25%.
• Net course registrations from new students in the third quarter of 2010 increased to approximately 16,000, an increase of approximately 9% over the same period of 2009.
• As of September 30, 2010, a total of approximately 77,700 students were enrolled in American Public University System, a year-over-year increase of 31%.
• American Public Education reported third quarter 2010 revenues increased 32% to $48.3 million, compared to $36.5 million in the third quarter of 2009.
• Income from operations before interest income and income tax in the third quarter of 2010 increased 11% to $9.3 million, compared to $8.4 million in the same period of 2009.
• Net income for the third quarter of 2010 increased 11% to $5.6 million or $0.30 per diluted share, compared to $5.0 million or $0.27 per diluted share in the same period of 2009.
• As of September 30, 2010, the Company repurchased 340,000 shares under its repurchase program for an aggregate amount of $9.2 million.
• American Public Education anticipates fourth quarter 2010 net course registrations to increase between 26% and 29%; net course registrations from new students to increase between 18% and 20%; revenues to increase between 27% and 30% over the prior year period; and net income to be between $0.45 and $0.47 per diluted share.

Financial and Other Results:

Total revenues for the third quarter of 2010 increased 32% to $48.3 million, compared to total revenues of $36.5 million in the third quarter of 2009. Income from operations before interest income and income tax in the third quarter of 2010 increased 11% to $9.3 million, compared to $8.4 million in the same period of 2009. Stock-based compensation expense reduced operating income by $704,000 in the third quarter of 2010 and $562,000 in the third quarter of 2009.

Income from operations before interest income and income tax in the third quarter of 2010 includes $326,000 of additional legal fees and related expenses in connection with preparing responses to the request for information from the U.S. Senate Committee on Health, Education, Labor and Pensions relating to the Committee’s hearings on for-profit colleges.

Net income for the third quarter of 2010 increased 11% to $5.6 million or $0.30 per diluted share, which includes $434,000 or $0.02 per diluted share in stock-based compensation expense net of tax. This compares to net income of $5.0 million or $0.27 per diluted share for the third quarter of 2009, including $359,000 or $0.02 per diluted share in stock-based compensation expense net of tax. The weighted average diluted shares outstanding for the third quarter of 2010 and 2009 was approximately 18.9 million in each period.

For the nine months ended September 30, 2010, total revenues were $141.9 million, an increase of 35% compared to total revenues of $105.3 million in the same period of 2009. Income from operations before interest income and income tax for the nine months ended September 30, 2010 increased 32% to $34.2 million, compared to $25.9 million in the same period of 2009. Stock-based compensation expense reduced each period's operating income by $2.2 million and $1.6 million, respectively.

The Company repurchased 340,000 shares under the Company’s previously announced repurchase program for an aggregate amount of $9.2 million. As of September 30, 2010, there was $10.8 million available for further repurchases of the Company’s shares under the repurchase program.

Net income for the nine months ended September 30, 2010 increased 30% to $20.3 million or $1.07 per diluted share, which includes $1.4 million or $0.07 per diluted share in stock-based compensation expense net of tax. This compares to net income of $15.6 million or $0.82 per diluted share in the same period of 2009, including $1.1 million or $0.06 per diluted share in stock-based compensation expense net of tax. The weighted average diluted shares outstanding for the nine months ended September 30, 2010 and 2009 were approximately 19.0 million and 18.9 million, respectively.

Total cash and cash equivalents as of September 30, 2010 were $86.6 million with no long-term debt. Cash from operations for the nine months ended September 30, 20010 was $32.8 million, compared to $22.8 million in the same period of 2009. Capital expenditures were $14.4 million for the nine months ended September 30, 2010, which compares to $8.6 million in capital expenditures in the same period of 2009. Depreciation and amortization was $4.7 million for the nine months ended September 30, 2010 and $3.9 million for the same period of 2009.

Net Course Registrations and Student Enrollment:
For the three months ended September 30,
	2009	2010	% Change
Net Course Registrations from New Students	14,700	16,000	9%
Net Course Registrations	55,300	69,200	25%
For the nine months ended September 30,
	2009	2010	% Change
Net Course Registrations from New Students	36,400	43,200	19%
Net Course Registrations	149,800	198,200	32%

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.

Fourth Quarter 2010 Outlook:

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. The Company undertakes no obligation to update publicly any forward-looking statements for any reason.

American Public Education anticipates fourth quarter 2010 net course registrations to increase between 26% and 29%; net course registrations from new students to increase between 18% and 20%; revenues to increase between 27% and 30% over the prior year period; and net income to be between $0.45 and $0.47 per diluted share.

Webcast:

A live webcast of the Company’s third 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 75,000 adult learners worldwide and offers 79 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, Inc. or its subsidiaries, that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about American Public Education, Inc. 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 regarding expected growth and share repurchase activity. 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, 2009 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
	September 30,
	2010		2009
	(Unaudited)
Revenues	$	48,295	$	36,471
Costs and expenses:
Instructional costs and services		19,483		14,745
Selling and promotional		9,621		5,598
General and administrative		8,194		6,465
Depreciation and amortization		1,682		1,277
Total costs and expenses		38,980		28,085
Income from operations before
interest income and income taxes		9,315		8,386
Interest income, net		28		30
Income before income taxes		9,343		8,416
Income tax expense		3,755		3,404
Net income	$	5,588	$	5,012
Net Income per common share:
Basic	$	0.30	$	0.28
Diluted	$	0.30	$	0.27
Weighted average number of
common shares:
Basic		18,430,021		18,195,583
Diluted		18,931,197		18,910,456

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Nine Months Ended
	September 30,
	2010		2009
	(Unaudited)
Revenues	$	141,860	$	105,345
Costs and expenses:
Instructional costs and services		54,884		41,861
Selling and promotional		24,850		15,085
General and administrative		23,277		18,563
Depreciation and amortization		4,658		3,934
Total costs and expenses		107,669		79,443
Income from operations before
interest income and income taxes		34,191		25,902
Interest income, net		85		70
Income before income taxes		34,276		25,972
Income tax expense		14,015		10,408
Net income	$	20,261	$	15,564
Net Income per common share:
Basic	$	1.10	$	0.86
Diluted	$	1.07	$	0.82
Weighted average number of
common shares:
Basic		18,380,178		18,137,946
Diluted		18,970,381		18,899,522

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

EX-99.2

Exhibit 99.2

Advancing Online Higher Education AMERICAN PUBLIC EDUCATION,  INC. Third Quarter 2010 Investor Call apei

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 slides “Advancing Our Current Strategic Plan” and “Third Quarter Outlook”, as well as 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, 2009 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30 and September 30, 2010 as filed with the SEC, and in the Company’s other filings 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 2

Third Quarter 2010 Update Military Growth Slowed in 3Q; Current Military Enrollment Appears to be Stabilizing Civilian Growth Continues StrongIncremental Marketing Proving Successful Initial Transition to Sakai Learning Management Platform Appears to be Successful APUS Academic Center to Open in NovemberCompany repurchased 340,000 shares under the repurchase program for an aggregate amount of $9.2 million..As of September 30, 2010 Net Course Registrations by Pay Type Cash & Other Sources 18% TA 48% Title IV 25% VA 9% Pay Type Growth (YoY) 10% 58% 12% 111% 3

Advancing Our Approach in 2010/2011 A Mission-Driven Organization Executing Existing Strategic Plan Academic Quality Addressing Need for Affordability Relationship Marketing  Focus Leveraging Investments in Sakai and Facilities Preparing for New Regulations Investing in Future Growth Addressing new and existing opportunities 4

Financial Overview 5 AMERICAN PUBLIC EDUCATION

Third Quarter 2010 Update Revenues increased 32% to $48.3 million compared to 2009 period Operating income increased 11% to $9.3 million compared to 2009 period Includes $326,000 of HELP Committee legal expenses Also includes a $676,000 reinstatement of an accrual that was reversed in the previous quarter related to the portion of the annual incentive plan that is tied to financial performance. Net income increased 11% to $5.6 million, or $0.30 per diluted share compared to 2009 period Strong Balance Sheet with No Debt $86.6 million in Cash & Cash Equivalents Low Bad Debt Expense Less Than 1% of Revenue Stock Repurchase 6

Income Data as Percentage of Revenue  100.0 % 100.0 % 100.0 % 100.0 % Costs and expenses: Instructional costs and services 40.3 40.4 38.7 39.7 Selling and promotional 19.9 15.3 17.5 14.3 General and administrative 17.0 17.7 16.4 17.6 Depreciation and amortization 3.5 3.5 3.3 3.8 Total costs and expenses 80.7 76.9 75.9 75.4 Income from operations before interest income and income taxes 19.3 23.1 24.1 24.6 Interest income, net 0.1 0.0 0.1 0.1 Income from operations before income taxes 19.4 23.1 24.2 24.7 Income tax expense 7.8 9.3 9.9 9.9 Net Income 11.6 % 13.8 % 14.3 % 14.8 % Nine Months Ended September 30,20102009Three Months Ended September 30,20102009 Revenues 7

Fourth Quarter 2010 Growth Outlook Fourth Quarter 2010 Net course registrations growth 26% to 29% Net course registration growth from new students 18% to 20% Revenue growth 27% to 30% Earnings per share $0.45 to $0.47 The following statements are based on current expectations.  These statements are forward-looking and actual results may differ materially.

Advancing Online Higher Education AMERICAN  PUBLIC EDUCATION, INC. Third Quarter 2010 Investor Call