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:

On November 8, 2007, American Public Education, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) relating to the sale by the Company of 5,390,625 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), in the Company’s initial public offering of its Common Stock (the “IPO”) pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-145185) (the “Registration Statement”). Pursuant to the terms of the Underwriting Agreement, the closing of the sale of the shares occurred on November 14, 2007 at a purchase price per share paid to the Company of $18.60 (the offering price to the public of $20.00 per share minus the Underwriters’ discount). A copy of the Underwriting Agreement, entered into by and among the Company, William Blair & Company, L.L.C., Piper Jaffray & Co., Stifel, Nicolaus & Company, ThinkEquity Partners LLC, BMO Capital Markets Corp. and Signal Hill Capital Group LLC (collectively, the “Underwriters”), is attached as Exhibit 1.1 to this Form 8-K. The Shares include 703,125 shares of Common Stock sold by the Company pursuant to the full exercise by the Underwriters of an option to purchase additional shares of Common Stock at the initial public offering price to cover overallotments. The Underwriting Agreement includes certain customary representations, warranties and covenants by the Company, and it provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or contribute to payments the Underwriters may be required to make because of any of those liabilities.

On November 14, 2007, the Company issued 9,412,073 shares of its Common Stock upon the conversion of all outstanding shares of its Class A Common Stock (“Class A Stock”). The Class A Stock converted to shares of Common Stock prior to the closing of the IPO at the election of the holders of a majority of the shares of Class A Stock. The Company relied on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof for the issuance of shares of Common Stock upon the conversion of the Class A Stock because no commission or other remuneration was paid for soliciting the conversion of the Class A Stock.

On November 14, 2007, in connection with the closing of the IPO, the Company filed its Fifth Amended and Restated Certificate of Incorporation (the “Restated Charter”) with the Secretary of State of the State of Delaware. The Restated Charter amended and restated the Company’s existing certificate of incorporation in its entirety and became effective in connection with the closing of the IPO. Upon the effectiveness of the Restated Charter, the Second Amended and Restated Bylaws of the Company (the “Restated Bylaws”) became effective, which amended and restated the Company’s existing bylaws in their entirety.

A summary of the Restated Charter and the Restated Bylaws is described under the caption “Description of Capital Stock” in the Prospectus filed by the Company pursuant to Rule 424(b)(4) on November 9, 2007 (the “Prospectus”) in connection with the Company’s Registration Statement, which summary is incorporated in this Form 8-K by reference. The descriptions of the Restated Charter and the Restated Bylaws incorporated in this report do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated Charter filed as Exhibit 3.01 to this Form 8-K and the Restated Bylaws filed as Exhibit 3.02 to this Form 8-K.

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.