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 1934May 10, 2011
(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 May 10, 2011, American Public Education, Inc. issued a press release reporting financial results for the quarter ended March 31, 2011.  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. EST on May 10, 2011 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 May 10, 2011, reporting financial results for the quarter ended March 31, 2011.
	99.2	American Public Education, Inc. slides for May 10, 2011 conference call and webcast for the quarter ended March 31, 2011.

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:	May 10, 2011	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 May 10, 2011, reporting financial results for the quarter ended March 31, 2011.
99.2	American Public Education, Inc. slides for May 10, 2011 conference call and webcast for the quarter ended March 31, 2011.

EX-99.1

Exhibit 99.1

American Public Education Reports First Quarter 2011 Results

CHARLES TOWN, W.V.--(BUSINESS WIRE)--May 10, 2011--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 March 31, 2011.

Recent Highlights:

• Net course registrations from new students¹ in the first quarter of 2011 increased to approximately 17,800, an increase of approximately 37% over the same period of 2010.
• Net course registrations¹ increased to approximately 81,100 in the first quarter of 2011, a year-over-year increase of 31%.
• As of March 31, 2011, a total of approximately 90,600 students were enrolled in American Public University System, a year-over-year increase of 33%.
• First quarter 2011 revenues increased 24% to $58.7 million, compared to $47.3 million in the first quarter of 2010.
• Net income for the first quarter of 2011 increased to $7.9 million or $0.43 per diluted share, compared to $7.6 million or $0.40 per diluted share in the same period of 2010.
• American Public Education anticipates second quarter 2011 net course registrations from new students to increase approximately 27%¹; net course registrations to increase approximately 25%¹; revenues to increase approximately 28%; and net income to be between $0.43 and $0.46 per diluted share.

Financial and Other Results:

Total revenues for the first quarter of 2011 increased 24% to $58.7 million, compared to total revenues of $47.3 million in the first quarter of 2010. Income from operations before interest income and income tax was $13.1 million in the first quarter of 2011, which was the same as in the prior year period. Stock-based compensation expense reduced operating income by $862,000 in the first quarter of 2011 and $755,000 in the first quarter of 2010.

Net income for the first quarter of 2011 increased to $7.9 million or $0.43 per diluted share, which includes $528,000 or $0.03 per diluted share in stock-based compensation expense net of tax. This compares to net income of $7.6 million or $0.40 per diluted share for the first quarter of 2010, including $475,000 or $0.03 per diluted share in stock-based compensation expense net of tax. The weighted average diluted shares outstanding for the first quarter of 2011 and 2010 were approximately 18.4 million and 19.0 million, respectively.

Total cash and cash equivalents as of March 31, 2011 were $96.5 million with no long-term debt. Cash from operations for the three months ended March 31, 2011 was $19.9 million, compared to $14.2 million in the same period of 2010. Capital expenditures were $3.6 million for the three months ended March 31, 2011, compared to $3.7 million in the prior year period. Depreciation and amortization was $2.1 million for the three months ended March 31, 2011 and $1.4 million for the same period of 2010.

Net Course Registrations:
For the three months ended March 31,
	2010	2011	% Change
Net Course Registrations from New Students1	13,000	17,800	37%
Net Course Registrations1	62,000	81,100	31%

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.

¹ On January 3, 2011, APUS combined each one-credit lab course with its related three-credit class resulting in one four-credit course. Net course registrations and net course registration growth rates exclude other non-credit registrations and are presented throughout this press release as if labs and classes were combined in the prior year period.

Second Quarter 2011 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 second quarter 2011 net course registrations from new students to increase approximately 27%¹ year-over-year; net course registrations to increase approximately 25%¹ year-over-year; revenues to increase approximately 28% over the prior year period; and net income to be between $0.43 and $0.46 per diluted share.

¹ As noted under Net Course Registrations above, net course registration growth rates exclude other non-credit registrations and are presented as if labs and classes were combined in the prior year period.

Webcast:

A live webcast of the Company’s first quarter earnings conference call will be broadcast at 5:00 p.m. EDT 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.

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, operates through American Military University (AMU) and American Public University (APU). APUS serves more than 90,000 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. Nationally recognized for its best practices in online higher education, APUS provides an affordable education through classes taught by experienced faculty who are leaders in their fields and committed to the academic achievement of their students.

American Public University System is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (NCA), www.ncahlc.org. For more information on American Public Education, Inc., visit www.americanpubliceducation.com. For more information on APUS, visit www.apus.edu.

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, expected revenues and expected earnings. 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, 2010 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
	March 31,
	2011		2010
	(Unaudited)
Revenues	$	58,664	$	47,311
Costs and expenses:
Instructional costs and services		22,105		18,025
Selling and promotional		10,884		7,109
General and administrative		10,511		7,632
Depreciation and amortization		2,093		1,408
Total costs and expenses		45,593		34,174
Income from operations before interest income and income taxes		13,071		13,137
Interest income, net		27		22
Income before income taxes		13,098		13,159
Income tax expense		5,241		5,511
Net income	$	7,857	$	7,648
Net Income per common share:
Basic	$	0.44	$	0.42
Diluted	$	0.43	$	0.40
Weighted average number of
common shares:
Basic		17,934,794		18,322,090
Diluted		18,382,313		18,979,621

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

First Quarter 2011 Conference Call May 10, 2011

1

Safe Harbor Statement Statements made in this presentation 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 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 are some times identified by words such as “anticipate”, “believe”, “could", “estimate”, “expect”, “intend”, “may”, “should“, “will” and “would”. The se forward-looking statements include, without limitation, statements on slide “Second Quarter 2011 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, 2010 and the Company’s Quarterly Report on Form 10-Q for the quarter March 31, 2011 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.

2

First Quarter 2011 Highlights Focusing on quality and affordabililty drives continued succes in civilian and military communities supporting scholarly research enhances the student experience, strengthens academic reputation and improves faculty satisfaction. Building Relationships strengthens brand awareness and generates referrals: allows the university to build meaningful long-term partnerships with organizations, groups and industries. Investing in quality brand and infrastructure transition to Sakai proceeding as planned focus on relationships and partnerships yielding positive results investing in compliance and infrastructure for larger student population and building new finance facility.

3

First Quarter 2011 Highlights Focusing on Quality & Affordability For three months ending March 31, 2011 Net Course Registrations by Pay Type Cash & Other 15% TA 47% Title IV 30% VA 8% Drives continued success in civilian and military communities. Supporting Scholarly Research Enhances the student experience, strengthens academic reputation, and improves faculty satisfaction. Building Relationships Strengthens brand awareness and generates referrals; allows the university to build meaningful, long-term partnerships with organizations, groups and industries. Investing in Quality, Brand & Infrastructure Transition to Sak ai proceeding as planned; focus on relationships and partnerships yielding positive results; investing in compliance and infrastructure for larger student population; and building new academic/administrative facility.

Continued Military Market share gains in 2010 despite a high level of military development activity and transition APUS continued to expand presence in the military community

4

Certified by ACBSP APUS will soon announce participation in a major grant initiative Six-month consortium pilot project on predictive analytics initiative, involving six major online institutions Utilizes foundational work pioneered at APUS with APUS principal investigator Collaboration with Learning Community Shared panel with Gates Foundation and DoE at Consumer Electrics Show Presented at Higher Learning Commission’s Annual Conference Winner of a Next Generation Learning Grant from Gates Foundation Expanding Relationships BAE Systems and Sun-Maid National Military Fish and Wildlife Association, and Airforwarders Association (AfA) Lockheed Martin Center for Security A nalysis (LMSCA) and others.

5

First Quarter 2011 Financial Highlights First quarter 2011 revenues increased 24% year-over-year to $58.7 million Operating income was $13.1 million Net income increased to $7.9 million, or $0.43 per diluted share Strong Balance Sheet with No Debt $96.5 million in Cash & Cash Equivalents Limited Share Repurchase Program Authorized by Board of Directors

6

The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially. 1 On January 3, 2011, APUS combined one-credit lab courses with their related three-credit classes. As a result, the company now reports future net course registrations for the resulting four-credit courses as one registration. In the second quarter 2011 outlook, net course registration growth rates exclude other non-credit registrations and are presented as if labs and classes were combined in the prior year period. Below we show adjusted second quarter 2010 net course registrations as originally reported and adjusted to combine lab courses with their related class: Second Quarter 2010 As Reported Adjusted Net Course Registrations Net Course Registrations from New Students 64,100 13,900 61,000 13,600 Other Placeholder: Second Quarter 2011 Outlook Second Quarter 2011 (Y/Y) Net course registration growth from new students1 approximately 27% Net course registration growth1 approximately 25% Revenue growth approximately 28% Earnings per diluted share $0.43 to $0.44

7

Unique Approach and Civilian Students Key to Long-Term Success A Mission-Driven Organization Executing Existing Strategic Plan Focus on Academic Quality Addressing Need for Affordability Relationship Oriented Building Infrastructure for Growing Civilian Student Population Preparing for New Regulations and Compliance Addressing new and existing opportunities by building relationships Other Placeholder:

8

First Quarter 2011 Conference Call May 10, 2011

9