UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

American Public Education, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

02913V103

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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Page 10 of 12 Pages

This Schedule 13G Amendment No. 1 (this “Amendment”) amends without restating the Schedule 13G filed February 14, 2008 (the “Original 13G”). Except as specifically amended below, the Original 13G shall remain as such were in effect immediately prior to this Amendment. Capitalized terms not defined in this Amendment shall have their respective meanings as set forth in the Original 13G.

Item 4. Ownership:

     The third paragraph of Item 4(a) is hereby deleted and replaced in its entirety by the following:

     Fund III is the holder of record of 96,010 shares of the Issuer’s Common Stock. Fund III-A is the holder of record of 3,990 shares of the Issuer’s Common Stock. Collectively, the Funds hold 100,000 shares of the Issuer’s Common Stock.

     Item 4(b) and 4(c) are hereby deleted and replaced in their entirety by the following:

     (b) Percent of class: All calculations of beneficial ownership percentages are based on the Issuer’s report of having 17,951,839 shares of Common Stock issued and outstanding as of November 1, 2008, in the Issuer’s Form 10-Q filed on November 12, 2008. The percentages of beneficial ownership reported herein reflect the beneficial ownership if each of the Reporting Persons is deemed to be the beneficial owner of all of the shares of the Issuer’s Common Stock held of record by the Funds.

CPS III			0.6	%
CPSM			0.6	%
Fund III			0.6	%
Fund III-A			0.6	%
Berkeley			0.6	%
Hughes			0.6	%
Johnston			0.6	%
Warnock			0.6	%

(c)

Number of shares as to which the person has:

     (i) Sole power to vote or to direct the vote

CPS III			0
CPSM			0
Fund III			0
Fund III-A			0
Berkeley			0

Page 11 of 12 Pages

Hughes			0
Johnston			0
Warnock			0
(ii) Shared power to vote or to direct the vote
CPS III			100,000
CPSM			100,000
Fund III			100,000
Fund III-A			100,000
Berkeley			100,000
Hughes			100,000
Johnston			100,000
Warnock			100,000
(iii) Sole power to dispose or to direct the disposition of
CPS III			0
CPSM			0
Fund III			0
Fund III-A			0
Berkeley			0
Hughes			0
Johnston			0
Warnock			0
(iv) Shared power to dispose or to direct the disposition of
CPS III			100,000
CPSM			100,000
Fund III			100,000
Fund III-A			100,000
Berkeley			100,000
Hughes			100,000
Johnston			100,000
Warnock			100,000

Page 12 of 12 Pages

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Exhibits

     Exhibit 1 – Agreement regarding filing of joint Schedule 13G (attached).

     Exhibit 2 – Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

     Exhibit 3 – Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

     Exhibit 4 – Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13D/A filed with respect to Concorde Career Colleges, Inc. on February 25, 2003, incorporated herein by reference).

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2009

		Camden Partners Strategic Fund III, L.P.
		By:		Camden Partners Strategic III, LLC, its sole general partner
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member
		Camden Partners Strategic Fund III-A, L.P.
		By:		Camden Partners Strategic III, LLC, its sole general partner
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member
		Camden Partners Strategic III, LLC
		By:		Camden Partners Strategic Manager, LLC, its sole manager
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member

		Camden Partners Strategic Manager, LLC
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member
		Richard M. Berkeley
		/s/ Donald W. Hughes, Attorney-in-Fact
		Donald W. Hughes
		/s/ Donald W. Hughes
		Richard M. Johnston
		/s/ Donald W. Hughes, Attorney-in-Fact
		David L. Warnock
		/s/ Donald W. Hughes, Attorney-in-Fact