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, 2012
(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, 2012, American Public Education, Inc. issued a press release reporting financial results for the quarter ended March 31, 2012.  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. Eastern time on May 10, 2012 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.  In addition, American Public Education provides an investor fact sheet on its investor relations website, www.americanpubliceducation.com.  A copy of the investor fact sheet is attached to this report as Exhibit 99.3 and is 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, 2012, reporting financial results for the quarter ended March 31, 2012.
	99.2	American Public Education, Inc. slides for May 10, 2012 conference call and webcast for the quarter ended March 31, 2012.
	99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 10, 2012.

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, 2012	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, 2012, reporting financial results for the quarter ended March 31, 2012.
99.2	American Public Education, Inc. slides for May 10, 2012 conference call and webcast for the quarter ended March 31, 2012.
99.3	American Public Education, Inc. fact sheet posted to its investor relations website on May 10, 2012.

EX-99.1

Exhibit 99.1

American Public Education Reports First Quarter 2012 Results

CHARLES TOWN, W.V.--(BUSINESS WIRE)--May 10, 2012--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, 2012.

Recent Highlights:

• Net course registrations increased to approximately 101,000 in the first quarter of 2012, a year-over-year increase of 24%.
• Net course registrations by new students in the first quarter of 2012 increased to approximately 20,500, an increase of approximately 15% over the same period of 2011.
• As of March 31, 2012, there were a total of approximately 119,200 active students at American Public University System, a year-over-year increase of 32%.
• First quarter 2012 revenues increased 29% to $75.8 million, compared to $58.7 million in the first quarter of 2011.
• Income from operations before interest income and income taxes in the first quarter of 2012 increased 14% to $14.9 million, compared to $13.1 million in the same period of 2011.
• Net income for the first quarter of 2012 increased 15% to $9.1 million, or $0.50 per diluted share, compared to $7.9 million, or $0.43 per diluted share, in the same period of 2011.

Financial and Other Results:

Total revenues for the first quarter of 2012 increased 29% to $75.8 million, compared to total revenues of $58.7 million in the first quarter of 2011. Income from operations before interest income and income taxes in the first quarter of 2012 increased 14% to $14.9 million, compared to $13.1 million in the same period of 2011. Stock-based compensation expense reduced operating income by $1.0 million in the first quarter of 2012 and $862,000 in the first quarter of 2011.

Net income for the first quarter of 2012 increased 15% to $9.1 million, or $0.50 per diluted share, which includes $613,000, or $0.03 per diluted share, in stock-based compensation expense, net of tax. This compares to net income of $7.9 million, or $0.43 per diluted share for the first quarter of 2011, including $528,000, 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 2012 and 2011 were approximately 18.2 million and 18.4 million, respectively.

Total cash and cash equivalents as of March 31, 2012 were approximately $125.8 million with no long-term debt. Cash from operations for the three months ended March 31, 2012 was approximately $14.8 million, compared to $19.9 million in the same period of 2011. Capital expenditures were approximately $6.6 million for the three months ended March 31, 2012, compared to $3.6 million in the prior year period. Depreciation and amortization was $2.7 million for the three months ended March 31, 2012 and $2.1 million for the same period of 2011.

Net Course Registrations:

For the three months ended March 31,

	2011	2012	% Change
Net Course Registrations by New Students	17,800	20,500	15%
Net Course Registrations	81,700	101,000	24%

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. Net course registrations and net course registration growth rates include registrations for certain one-credit courses (non-lab courses) and other non-credit registrations in the current and prior year periods.

Second Quarter 2012 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 2012 net course registrations by new students to increase between approximately 2% and 4% year-over-year; net course registrations to increase between approximately 12% and 18% year-over-year; revenues to increase between approximately 14% and 22% over the prior year period; and net income to be between $0.41 and $0.47 per diluted share.

Webcast:

A live webcast of the Company’s first quarter earnings conference call will be broadcast today at 5:00 p.m. Eastern time. 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 119,000 adult learners worldwide and offers 87 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 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 (www.ncahlc.org). For more information about APUS graduation rates, median debt of students who completed programs, and other important information, visit www.apus.edu/disclosure.

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, 2011, Form 10-Q for the quarter ended March 31, 2012, and 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.

American Public Education, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
	Three Months Ended
	March 31,
	2012		2011
	(Unaudited)
Revenues	$	75,822	$	58,664
Costs and expenses:
Instructional costs and services		27,853		22,105
Selling and promotional		14,371		10,884
General and administrative		16,072		10,511
Depreciation and amortization		2,656		2,093
Total costs and expenses		60,952		45,593
Income from operations before
interest income and income taxes		14,870		13,071
Interest income, net		21		27
Income before income taxes		14,891		13,098
Income tax expense		5,808		5,241
Net income	$	9,083	$	7,857
Net Income per common share:
Basic	$	0.51	$	0.44
Diluted	$	0.50	$	0.43
Weighted average number of
common shares:
Basic		17,854		17,935
Diluted		18,234		18,382

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, Investor Relations
703-334-3880

EX-99.2

Exhibit 99.2

Slide:    1         FIRST QUARTER 2012 CONFERENCE CALLMAY 10, 2012

Slide:    2         First quarter 2012 conference call     MAY 10, 2012         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 sometimes 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 slide “Second Quarter 2012 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, 2011 as filed with the SEC, quarterly report on Form 10-Q for the three months ended March 31, 2012, 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.Other Placeholder:     2

 Slide:   3         First Quarter 2012 Results: Civilian students continued to drive diversification of overall student population at APUS. Recent measures appear effective at decreasing the number of FSA fraud and abuse students.AMU’s leadership within the Military and Veteran communities continued to expand.New partnerships:National Environmental Health Association (NEHA)Hispanic Information & Telecommunications Network (HITN)EdAssist (a service of Bright Horizons)APUS continues with its strategic focus on academic quality, customer satisfaction, and affordability.            For three months ending March 31, 2012           Net Course Registrations by Primary Funding Source          Cash & Other14%     FSA/Title IV34%     Military/TA40%      VA12%     First quarter 2012 conference call     MAY 10, 2012 Other Placeholder:          3

Slide:    4         Strong Academic Foundations Lead to Growing Recognition    New full-time faculty members hired in the first quarter are now fully engaged in teaching and serving as course leads.APUS applied and was admitted to the Association of American Colleges and Universities’ (AAC&U’s) Summer Institute for General Education and Assessment in June.APUS Vice President of Research and Development, Dr. Phil Ice, honored by United States Distance Learning Association (USDLA) for Outstanding Leadership in Distance Learning. Disaster Recovery Journal presented the 2011 Annual Best Practices Award to Anthony Mangeri, APUS Manager of Fire & Emergency Management Outreach.AMU was the recipient of the Council of College and Military Educators’ (CCME) 2012 Institution Award at their Annual Symposium.  First quarter 2012 conference call     MAY 10, 2012 Other Placeholder:          4

Slide:    5         First quarter 2012 conference call     MAY 10, 2012         Assembling Pillars for Long-Term Growth           ePress Initiative to Combat Textbook Inflation Investing to Optimize Title IV ProcessingTechnology Fee to Support  Administrative ServicesExpanding Domestic Growth Market segments where affordability resonates Underserved markets, U.S. Latino communitiesHospitality and Tourism, Healthcare, and Nursing Expanding RelationshipsCorporations Non-Profit OrganizationsCommunity CollegesInternational Opportunities Affordable, online degrees programs from an  accredited U.S. University          Academic Quality/        Growing Recognition     Tech Fee Title IV Automation           Enter New Markets   International PartnershipsUS Domestic Other Placeholder:   5

Slide:    6         First Quarter 2012 Financial Results    First quarter 2012 conference call     MAY 10, 2012         Revenues increased 29% to $75.8 million Income from operations before interest income and income taxes increased 14% to $14.9 millionNet income increased 15% to $9.1 million or $0.50 per diluted shareCash and Cash Equivalents of $125.8 million or $6.91 per diluted shareNo long-term debt Other Placeholder:    6

Slide:    7         Second Quarter 2012 Outlook The following statements are based on current expectations. These statements are forward-looking and actual results may differ materially.                                         Approximate Growth (y/y) Net course registration growth by new students         2%-4%Net course registration growth     12%-18% Revenue growth        14%-22%Earnings per diluted share       $0.41 to $0.47      First quarter 2012 conference call     MAY 10, 2012 Other Placeholder:          7 Other Placeholder:          7         Additional ConsiderationsSome individuals and groups attempt to abuse the Title IV system and the Company believes net course registrations in the prior year period would have been lower absent this factor.A fraud prevention measure implemented during the quarter may have also impacted the ability of certain new students to register for classes, especially during the month of June – this particular measure has recently been modified.

Slide:    8         2012 Net Course Registrations           First quarter 2012 conference call     MAY 10, 2012 Other Placeholder:          8         Net course registration by new students are believed to have been impacted, in part, by a recently implemented fraud prevention measure.  This item has been modified, while most other steps and processes remain in place.          1 Net course registrations for the months presented are not final and are subject to change as registration periods have not closed.        NOTE: Net course registration growth may be impacted by changes to FSA processing and verification requirements implemented by APUS, as well as by competition, market conditions, and various other factors.   Net Course Registration Growth (y/y) by:

Slide:    9         First quarter 2012 conference call     MAY 10, 2012         Assembling Pillars for Long-Term Growth           ePress Initiative to Combat Textbook Inflation Investing to Optimize Title IV ProcessingTechnology Fee to Support  Administrative ServicesExpanding Domestic Growth Market segments where affordability resonates Underserved markets, U.S. Latino communitiesHospitality and Tourism, Healthcare and Nursing Expanding RelationshipsCorporations Non-Profit OrganizationsCommunity CollegesInternational Opportunities Affordable, online degrees programs from an  accredited U.S. University Academic Quality/        Growing Recognition     Tech Fee Title IV Automation           Enter New Markets   International PartnershipsUS Domestic Other Placeholder:   9         ePress

Slide:    10        FIRST QUARTER 2012 CONFERENCE CALLMAY 10, 2012

EX-99.3

Exhibit 99.3

American Public Education, Inc. 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’ mission is to provide quality higher education with emphasis on educating the nation’s military and public service communities by offering respected, relevant, accessible and affordable, student-focused online programs, which prepare them for service and leadership in a diverse, global society. 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. APUS REGISTRATIONS AND STUDENT ENROLLMENTFor the three months ended March 31, 2011 2012 % ChangeNet Course Registrations from New Students 17,800 20,500 15% Net Course Registrations 81,700 101,000 24%As of March 31, 2011 2012 % ChangeActive Student Enrollment 90,600 119,200 32%APUS REGISTRATIONS BY PRIMARY FUNDING SOURCE For the three months ended March 31, 2012 % of TotalFederal Student Aid (Title IV) 34% Department of Defense Tuition Assistance (TA) 40% Veteran’s Benefits (VA) 12% Cash & Other Sources 14% FINANCIAL METRICS (in millions, except per share data)Three Months Ended 3/31/2012 Y/Y Growth Revenues $75.8 29% Net Income $ 9.1 15% Diluted EPS (per diluted share) $0.50Balance Sheet, as of 3/31/2012 12/31/2011Cash & Equiv. $ 125.8 $ 119.0 Total Assets $208.8 $198.9 Total Corp. Debt $ 0 $ 0Full Year Ended 12/31/2011 Y/Y Growth Revenues $260.4 31% Net Income $ 40.8 36% Diluted EPS (per diluted share) $ 2.23AFFORDABLE TUITION Undergraduate Tuition: $250/credit hour Graduate Tuition: $325/credit hourAvg. Age: 32 yearsAvg. Undergraduate Class Size: 15 studentsGender Ratio: 67 male/33 femaleAvg. Courses Per Year: 3 Military/4 CivilianFaculty: 315 Full-Time/1,475 AdjunctStaff: 800 Full-Time/20 Part-TimeAMU & APU GRADUATES21,000+ Alumni6,300’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’111009006003004,8003,4002,1001,7001,100