<PAGE>

                                                    Registration No. 333-_______
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  __________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  __________

                       EDUCATION MANAGEMENT CORPORATION
            (Exact name of registrant as specified in its charter)

         Pennsylvania                                  25-1119571
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

         300 Sixth Avenue
      Pittsburgh, Pennsylvania                           15222
(Address of principal executive offices)               (Zip Code)


           ARGOSY EDUCATION GROUP, INC. NON-QUALIFIED STOCK OPTIONS
                           (Full title of the plan)

                            Frederick W. Steinberg
              Senior Vice President, General Counsel & Secretary
                               300 Sixth Avenue
                              40-004 Cook Street
                        Pittsburgh, Pennsylvania  15222
                    (Name and address of agent for service)

                                (412) 562-0900
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
      Title of                                      Proposed maximum       Proposed maximum       Amount of
     securities                Amount to be          offering price           aggregate          registration
  to be registered              registered            per share(1)          offering price           fee
<S>                           <C>                  <C>                     <C>                  <C>
Common Stock, par value            119,246                    (1)              $4,596,938         $1,098.67
$.01 per share
================================================================================================================
</TABLE>

        /(1)/ Based upon the exercise price of the options in respect of which
the shares may be issued, in accordance with Rule 457(h).
________________________________________________________________________________
<PAGE>

PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The following documents filed by the Registrant with the United States
   Securities and Exchange Commission (the "Commission") pursuant to the United
   States Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
   incorporated by reference into this Registration Statement:  (i) the
   Registrant's Annual Report on Form 10-K for the year ended June 30, 2001;
   (ii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
   September 30, 2001; (iii) the Registrant's Current Reports on Form 8-K dated
   September 26, 2001 and November 28, 2001 and the Registrant's Current Report
   on Form 8-K/A filed on October 30, 2001 (amending the Current Report on Form
   8-K dated September 26, 2001); and (iv) the description of the Registrant's
   Common Stock contained in the Registrant's Registration Statement on Form 8-
   A, as the same may be amended.

        All documents subsequently filed by the Registrant with the Commission
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
   date of this Registration Statement, but prior to the filing of a post-
   effective amendment to this Registration Statement which indicates that all
   securities offered by this Registration Statement have been sold or which
   deregisters all such securities then remaining unsold, shall be deemed to be
   incorporated by reference into this Registration Statement. Each document
   incorporated by reference into this Registration Statement shall be deemed to
   be a part of this Registration Statement from the date of filing of such
   document with the Commission until the information contained therein is
   superseded or updated by any subsequently filed document which is
   incorporated by reference into this Registration Statement or by any document
   which constitutes part of the prospectus relating to the Plans meeting the
   requirements of Section 10(a) of the United States Securities Act of 1933, as
   amended (the "Securities Act").


   Item 4.  Description of Securities.

        The class of securities to be offered under this Registration Statement
   is registered under Section 12 of the Exchange Act.


   Item 5.  Interests of Named Experts and Counsel

        The validity of the shares of common stock offered under this
   Registration Statement is passed upon by Kathleen Clover, the Registrant's
   Assistant General Counsel. As of December 1, 2001, Ms. Clover beneficially
   owned 3,615 shares of the Registrant's common stock.


   Item 6.  Indemnification of Directors and Officers.

        Under the Pennsylvania Business Corporation Law of 1988, as amended (the
"BCL"), the Registrant is obligated to indemnify a director or officer and to
reimburse (but not advance) expenses with respect to any threatened, pending or
completed action or proceeding only if such director or officer ultimately is
successful on the merits or otherwise in defense of an action or proceeding
referred to in Section 1741 or 1742 of the BCL.  Therefore, the Registrant has
entered into indemnification agreements with certain of its directors and
officers in which the Registrant agrees to indemnify such directors and officers
to the fullest extent permitted by law and to advance the expenses of any suit
or other action to such directors and officers upon their demand; subject to
repayment if such directors or officers are found by a court of competent
jurisdiction not to have been entitled to indemnification by the Registrant.
<PAGE>

      BCL Sections 1741 and 1742 provide that a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative (as defined below) of that corporation, or is or was
serving at the request of that corporation as a representative of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of that
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.  In the case of an action by or in
the right of a business corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to that corporation unless and only to the extent that a
local court of common pleas determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for the expenses that the
court deems proper.  A representative means a person occupying the position or
discharging the functions of a director, officer, employee or agent of any
enterprise, regardless of the name or title by which that person may be
designated.

      BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by a business corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct.  Such determination shall be made:

      (1)   by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding; or

      (2)   if such a quorum is not obtainable, or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

      (3)   by the shareholders.

      Notwithstanding the above, BCL Section 1743 provides that to the extent
that a representative of a business corporation is successful on the merits or
otherwise in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorney fees) actually and reasonably incurred by
such person in connection therewith.

      BCL Section 1745 provides that expenses (including attorneys' fees)
incurred in defending any action or proceeding may be paid by a business
corporation in advance of the final disposition of that action or proceeding
upon receipt of an undertaking by or on behalf of a representative to repay the
amount advanced if it is ultimately determined that the indemnitee is not
entitled to be indemnified by that corporation.

      BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office, and that indemnification may be granted under any bylaw, agreement, vote
of shareholders or directors or otherwise for any action taken and may be made
whether or not that corporation would have the power to indemnify the person
under any other provision of law and whether or not the indemnified liability
arises or arose from any threatened, pending or completed action by or in the
right of that corporation; provided, however, that no indemnification may be
made in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
<PAGE>

      BCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a representative of
that corporation, or is or was serving at the request of that corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against such person and
incurred by him in any such capacity, or arising out of his status as such,
whether or not that corporation would have the power to indemnify that person
against such liability under the provisions described above.

      The Restated By-laws of the Registrant (the "By-laws") require, as
described below, that the Registrant indemnify directors and officers to the
maximum extent permitted by law and also provide for the mandatory advancement
of expenses to directors in most circumstances.

      Section 7.1 of the By-laws provides that the Registrant shall indemnify,
to the fullest extent now or hereafter permitted by law, each director or
officer (including each former director or officer) of the Registrant who was or
is made a party to or a witness in or is threatened to be made a party to or a
witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether external or
internal to the Registrant, by reason of the fact that the indemnitee is or was
an authorized representative of the Registrant, against all expenses (including
attorneys' fees, disbursements and other charges), judgments, fines (including
excise taxes and penalties) and amounts paid in settlement actually and
reasonably incurred by the indemnitee in connection with such action, suit or
proceeding.

      Section 7.2 of the By-laws further provides that the Registrant shall pay
all expenses (including attorneys' fees, disbursements and other charges)
actually and reasonably incurred by an indemnitee referred to in Section 7.1 of
the By-laws in defending or appearing in any action, suit or proceeding
described in Section 7.1 of the By-laws in advance of the final disposition of
such action, suit or proceeding. The expenses incurred by such director or
officer shall be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding only upon receipt of an undertaking by or on
behalf of the indemnitee to repay all amounts advanced if it shall ultimately
specifically be determined by a final, unappealable adjudication that the
indemnitee is not entitled to be indemnified by the Registrant, and an
irrevocable assignment to the registrant of all payments to which the indemnitee
may be or become entitled, under any policy of insurance or otherwise, in
reimbursement of any such expenses paid by the Registrant.

      The By-laws provide that the rights of indemnification and advancement of
expenses provided for therein shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may otherwise
be entitled.

      Section 7.9 of the By-laws provides that the Registrant may purchase and
maintain insurance on behalf of each director and officer against any liability
asserted against or incurred by such officer or director in any capacity, or
arising out of such director's or officer's status as such, whether or not the
Registrant would have the power to indemnify such person against such liability
under the provisions of Article VII of the By-laws.

      The Registrant maintains directors' and officers' liability insurance
covering its directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, as amended, which they may incur
in connection with their serving as such.  Such insurance provides coverage for
the directors and officers against certain liabilities even though such
liabilities may not be covered by the indemnification provisions of the By-laws.

      As permitted by BCL Section 1713, the By-laws provide that no director
shall be personally liable for monetary damages for any action taken, or failure
to take any action, except to the extent that such elimination or limitation of
liability is expressly prohibited by the BCL as in effect at the time of the
alleged action or failure to take action by the director.  The BCL states that
this exculpation from liability does not apply where the director has breached
or failed to perform the duties of his office and the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness, and does
not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for payment of taxes pursuant to
federal, state or local law. It may also not apply to liabilities imposed upon
directors by the federal securities laws.
<PAGE>

   Item 7.  Exemption from Registration Claimed.

        None.


   Item 8.  Exhibits.

        The following exhibits are filed herewith or incorporated by reference
   as part of this Registration Statement:

   Exhibit No.             Description
   -----------             -----------

     4.01      Amended and Restated Articles of Incorporation (incorporated by
               reference to Exhibit 3.01 to the Registrant's Annual Report on
               Form 10-K for the year ended June 30, 1997 (the "1997 Form 10-
               K")).

     4.02      Articles of Amendment filed on February 4, 1997 (incorporated by
               reference to Exhibit 3.02 to the 1997 Form 10-K).

     4.03      Restated Bylaws (incorporated by reference to Exhibit 3.03 to the
               1997 Form 10-K).

     5.01      Opinion of Kathleen Clover, Assistant General Counsel of the
               Registrant, regarding the legality of the shares being registered
               hereunder.

     23.01     Consent of Kathleen Clover (included in the Opinion filed as
               Exhibit 5.1).

     23.02     Consent of Arthur Andersen LLP, independent public accountants
               for Education Management Corporation.

     23.03     Consent of Arthur Andersen LLP, independent public accountants
               for Argosy Education Group, Inc.

     24.01     Power of Attorney.

   Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers of sales are being made,
     a post-effective amendment to this Registration Statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act;

                (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

                (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

        (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
<PAGE>

        (3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

        (b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new Registration Statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                * * *

        (h)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.
<PAGE>

                                  SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
   certifies that it has reasonable grounds to believe that it meets all of the
   requirements for filing on Form S-8 and has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto duly
   authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this
   28th day of December, 2001.


                                  EDUCATION MANAGEMENT CORPORATION


                                   By: /s/ Robert T. McDowell
                                      ----------------------------------------
                                      Robert T. McDowell
                                      Executive Vice President and
                                        Chief Financial Officer



     Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

     Signature                       Capacity                        Date
     ---------                       --------                        ----
<S>                            <C>                                 <C>
Robert B. Knutson*               Chairman of the Board               December 28, 2001
------------------------         and Chief Executive Officer;
Robert B. Knutson                Director


/s/ Robert T. McDowell           Executive Vice President            December 28, 2001
------------------------         and Chief Financial
Robert T. McDowell               Officer


Robert P. Gioella*               President and Chief                 December 28, 2001
------------------------         Operating Officer; Director
Robert P. Gioella

John R. McKernan, Jr.*           Vice Chairman; Director             December 28, 2001
------------------------
John R. McKernan, Jr.


Robert H. Atwell*                Director                            December 28, 2001
------------------------
Robert H. Atwell


James J. Burke, Jr.*             Director                            December 28, 2001
------------------------
James J. Burke, Jr.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                            <C>                                 <C>
William M. Campbell, III*        Director                            December 28, 2001
-------------------------
William M. Campbell, III


Albert Greenstone*               Director                            December 28, 2001
-------------------------
Albert Greenstone


Miryam L. Knutson*               Director                            December 28, 2001
-------------------------
Miryam L. Knutson


James S. Pasman, Jr.*            Director                            December 28, 2001
-------------------------
James S. Pasman, Jr.


Daniel M. Fitzpatrick*           Vice President and                  December 28, 2001
-------------------------        Controller
Daniel M. Fitzpatrick
</TABLE>

* The undersigned attorney-in-fact, by signing his name below, does hereby sign
this Registration Statement on behalf of the above-named officers and directors
pursuant to a power of attorney executed by such persons and filed herewith.



                                       /s/ Robert T. McDowell
                                       ------------------------------
                                       Robert T. McDowell
                                       Executive Vice President
                                        and Chief Financial Officer
<PAGE>

                               INDEX TO EXHIBITS


   Exhibit No.             Description
   -----------             -----------

     4.01     Amended and Restated Articles of Incorporation (incorporated by
              reference to Exhibit 3.01 to the Registrant's Annual Report on
              Form 10-K for the year ended June 30, 1997 (the "1997
              Form 10-K")).

     4.02     Articles of Amendment filed on February 4, 1997 (incorporated by
              reference to Exhibit 3.02 to the 1997 Form 10-K).

     4.03     Restated Bylaws (incorporated by reference to Exhibit 3.03 to the
              1997 Form 10-K).

     5.01     Opinion of Kathleen Clover, Assistant General Counsel of the
              Registrant, regarding the legality of the shares being registered
              hereunder.

     23.01    Consent of Kathleen Clover (included in the Opinion filed as
              Exhibit 5.1).

     23.02    Consent of Arthur Andersen LLP, independent public accountants for
              Education Management Corporation.

     23.03    Consent of Arthur Andersen LLP, independent public accountants for
              Argosy Education Group, Inc.

     24.01    Power of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25639}]
{"company-data": {"conformed-name": "EDUCATION MANAGEMENT CORPORATION", "cik": "0000880059", "assigned-sic": "8200", "irs-number": "251119571", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76096", "film-number": "1825694"}, "business-address": {"street1": "300 SIXTH AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4125620900"}, "mail-address": {"street1": "300 SIXTH AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
Registration No. 333-_______
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  __________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  __________

                       EDUCATION MANAGEMENT CORPORATION
            (Exact name of registrant as specified in its charter)

         Pennsylvania                                  25-1119571
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

         300 Sixth Avenue
      Pittsburgh, Pennsylvania                           15222
(Address of principal executive offices)               (Zip Code)

           ARGOSY EDUCATION GROUP, INC. NON-QUALIFIED STOCK OPTIONS
                           (Full title of the plan)

                            Frederick W. Steinberg
              Senior Vice President, General Counsel & Secretary
                               300 Sixth Avenue
                              40-004 Cook Street
                        Pittsburgh, Pennsylvania  15222
                    (Name and address of agent for service)

                                (412) 562-0900
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================================================
      Title of                                      Proposed maximum       Proposed maximum       Amount of
     securities                Amount to be          offering price           aggregate          registration
  to be registered              registered            per share(1)          offering price           fee
Common Stock, par value            119,246                    (1)              $4,596,938         $1,098.67
$.01 per share
================================================================================================================
/(1)/ Based upon the exercise price of the options in respect of which
the shares may be issued, in accordance with Rule 457(h).
________________________________________________________________________________
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The following documents filed by the Registrant with the United States
   Securities and Exchange Commission (the "Commission") pursuant to the United
   States Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
   incorporated by reference into this Registration Statement:  (i) the
   Registrant's Annual Report on Form 10-K for the year ended June 30, 2001;
   (ii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
   September 30, 2001; (iii) the Registrant's Current Reports on Form 8-K dated
   September 26, 2001 and November 28, 2001 and the Registrant's Current Report
   on Form 8-K/A filed on October 30, 2001 (amending the Current Report on Form
   8-K dated September 26, 2001); and (iv) the description of the Registrant's
   Common Stock contained in the Registrant's Registration Statement on Form 8-
   A, as the same may be amended.

        All documents subsequently filed by the Registrant with the Commission
   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
   date of this Registration Statement, but prior to the filing of a post-
   effective amendment to this Registration Statement which indicates that all
   securities offered by this Registration Statement have been sold or which
   deregisters all such securities then remaining unsold, shall be deemed to be
   incorporated by reference into this Registration Statement. Each document
   incorporated by reference into this Registration Statement shall be deemed to
   be a part of this Registration Statement from the date of filing of such
   document with the Commission until the information contained therein is
   superseded or updated by any subsequently filed document which is
   incorporated by reference into this Registration Statement or by any document
   which constitutes part of the prospectus relating to the Plans meeting the
   requirements of Section 10(a) of the United States Securities Act of 1933, as
   amended (the "Securities Act").

   Item 4.  Description of Securities.

        The class of securities to be offered under this Registration Statement
   is registered under Section 12 of the Exchange Act.

   Item 5.  Interests of Named Experts and Counsel

        The validity of the shares of common stock offered under this
   Registration Statement is passed upon by Kathleen Clover, the Registrant's
   Assistant General Counsel. As of December 1, 2001, Ms. Clover beneficially
   owned 3,615 shares of the Registrant's common stock.

   Item 6.  Indemnification of Directors and Officers.

        Under the Pennsylvania Business Corporation Law of 1988, as amended (the
"BCL"), the Registrant is obligated to indemnify a director or officer and to
reimburse (but not advance) expenses with respect to any threatened, pending or
completed action or proceeding only if such director or officer ultimately is
successful on the merits or otherwise in defense of an action or proceeding
referred to in Section 1741 or 1742 of the BCL.  Therefore, the Registrant has
entered into indemnification agreements with certain of its directors and
officers in which the Registrant agrees to indemnify such directors and officers
to the fullest extent permitted by law and to advance the expenses of any suit
or other action to such directors and officers upon their demand; subject to
repayment if such directors or officers are found by a court of competent
jurisdiction not to have been entitled to indemnification by the Registrant.
BCL Sections 1741 and 1742 provide that a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative (as defined below) of that corporation, or is or was
serving at the request of that corporation as a representative of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of that
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.  In the case of an action by or in
the right of a business corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to that corporation unless and only to the extent that a
local court of common pleas determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for the expenses that the
court deems proper.  A representative means a person occupying the position or
discharging the functions of a director, officer, employee or agent of any
enterprise, regardless of the name or title by which that person may be
designated.

      BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by a business corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct.  Such determination shall be made:

      (1)   by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding; or

      (2)   if such a quorum is not obtainable, or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

      (3)   by the shareholders.

      Notwithstanding the above, BCL Section 1743 provides that to the extent
that a representative of a business corporation is successful on the merits or
otherwise in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorney fees) actually and reasonably incurred by
such person in connection therewith.

      BCL Section 1745 provides that expenses (including attorneys' fees)
incurred in defending any action or proceeding may be paid by a business
corporation in advance of the final disposition of that action or proceeding
upon receipt of an undertaking by or on behalf of a representative to repay the
amount advanced if it is ultimately determined that the indemnitee is not
entitled to be indemnified by that corporation.

      BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office, and that indemnification may be granted under any bylaw, agreement, vote
of shareholders or directors or otherwise for any action taken and may be made
whether or not that corporation would have the power to indemnify the person
under any other provision of law and whether or not the indemnified liability
arises or arose from any threatened, pending or completed action by or in the
right of that corporation; provided, however, that no indemnification may be
made in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
BCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a representative of
that corporation, or is or was serving at the request of that corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against such person and
incurred by him in any such capacity, or arising out of his status as such,
whether or not that corporation would have the power to indemnify that person
against such liability under the provisions described above.

      The Restated By-laws of the Registrant (the "By-laws") require, as
described below, that the Registrant indemnify directors and officers to the
maximum extent permitted by law and also provide for the mandatory advancement
of expenses to directors in most circumstances.

      Section 7.1 of the By-laws provides that the Registrant shall indemnify,
to the fullest extent now or hereafter permitted by law, each director or
officer (including each former director or officer) of the Registrant who was or
is made a party to or a witness in or is threatened to be made a party to or a
witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether external or
internal to the Registrant, by reason of the fact that the indemnitee is or was
an authorized representative of the Registrant, against all expenses (including
attorneys' fees, disbursements and other charges), judgments, fines (including
excise taxes and penalties) and amounts paid in settlement actually and
reasonably incurred by the indemnitee in connection with such action, suit or
proceeding.

      Section 7.2 of the By-laws further provides that the Registrant shall pay
all expenses (including attorneys' fees, disbursements and other charges)
actually and reasonably incurred by an indemnitee referred to in Section 7.1 of
the By-laws in defending or appearing in any action, suit or proceeding
described in Section 7.1 of the By-laws in advance of the final disposition of
such action, suit or proceeding. The expenses incurred by such director or
officer shall be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding only upon receipt of an undertaking by or on
behalf of the indemnitee to repay all amounts advanced if it shall ultimately
specifically be determined by a final, unappealable adjudication that the
indemnitee is not entitled to be indemnified by the Registrant, and an
irrevocable assignment to the registrant of all payments to which the indemnitee
may be or become entitled, under any policy of insurance or otherwise, in
reimbursement of any such expenses paid by the Registrant.

      The By-laws provide that the rights of indemnification and advancement of
expenses provided for therein shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may otherwise
be entitled.

      Section 7.9 of the By-laws provides that the Registrant may purchase and
maintain insurance on behalf of each director and officer against any liability
asserted against or incurred by such officer or director in any capacity, or
arising out of such director's or officer's status as such, whether or not the
Registrant would have the power to indemnify such person against such liability
under the provisions of Article VII of the By-laws.

      The Registrant maintains directors' and officers' liability insurance
covering its directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, as amended, which they may incur
in connection with their serving as such.  Such insurance provides coverage for
the directors and officers against certain liabilities even though such
liabilities may not be covered by the indemnification provisions of the By-laws.

      As permitted by BCL Section 1713, the By-laws provide that no director
shall be personally liable for monetary damages for any action taken, or failure
to take any action, except to the extent that such elimination or limitation of
liability is expressly prohibited by the BCL as in effect at the time of the
alleged action or failure to take action by the director.  The BCL states that
this exculpation from liability does not apply where the director has breached
or failed to perform the duties of his office and the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness, and does
not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for payment of taxes pursuant to
federal, state or local law. It may also not apply to liabilities imposed upon
directors by the federal securities laws.
Item 7.  Exemption from Registration Claimed.

        None.

   Item 8.  Exhibits.

        The following exhibits are filed herewith or incorporated by reference
   as part of this Registration Statement:

   Exhibit No.             Description
   -----------             -----------

     4.01      Amended and Restated Articles of Incorporation (incorporated by
               reference to Exhibit 3.01 to the Registrant's Annual Report on
               Form 10-K for the year ended June 30, 1997 (the "1997 Form 10-
               K")).

     4.02      Articles of Amendment filed on February 4, 1997 (incorporated by
               reference to Exhibit 3.02 to the 1997 Form 10-K).

     4.03      Restated Bylaws (incorporated by reference to Exhibit 3.03 to the
               1997 Form 10-K).

     5.01      Opinion of Kathleen Clover, Assistant General Counsel of the
               Registrant, regarding the legality of the shares being registered
               hereunder.

     23.01     Consent of Kathleen Clover (included in the Opinion filed as
               Exhibit 5.1).

     23.02     Consent of Arthur Andersen LLP, independent public accountants
               for Education Management Corporation.

     23.03     Consent of Arthur Andersen LLP, independent public accountants
               for Argosy Education Group, Inc.

     24.01     Power of Attorney.

   Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers of sales are being made,
     a post-effective amendment to this Registration Statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act;

                (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

                (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

        (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

        (b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new Registration Statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                * * *

        (h)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
   certifies that it has reasonable grounds to believe that it meets all of the
   requirements for filing on Form S-8 and has duly caused this Registration
   Statement to be signed on its behalf by the undersigned, thereunto duly
   authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this
   28th day of December, 2001.

                                  EDUCATION MANAGEMENT CORPORATION

                                   By: /s/ Robert T. McDowell
                                      ----------------------------------------
                                      Robert T. McDowell
                                      Executive Vice President and
                                        Chief Financial Officer

     Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                       Capacity                        Date
     ---------                       --------                        ----
Robert B. Knutson*               Chairman of the Board               December 28, 2001
------------------------         and Chief Executive Officer;
Robert B. Knutson                Director

/s/ Robert T. McDowell           Executive Vice President            December 28, 2001
------------------------         and Chief Financial
Robert T. McDowell               Officer

Robert P. Gioella*               President and Chief                 December 28, 2001
------------------------         Operating Officer; Director
Robert P. Gioella

John R. McKernan, Jr.*           Vice Chairman; Director             December 28, 2001
------------------------
John R. McKernan, Jr.

Robert H. Atwell*                Director                            December 28, 2001
------------------------
Robert H. Atwell

James J. Burke, Jr.*             Director                            December 28, 2001
------------------------
James J. Burke, Jr.
William M. Campbell, III*        Director                            December 28, 2001
-------------------------
William M. Campbell, III

Albert Greenstone*               Director                            December 28, 2001
-------------------------
Albert Greenstone

Miryam L. Knutson*               Director                            December 28, 2001
-------------------------
Miryam L. Knutson

James S. Pasman, Jr.*            Director                            December 28, 2001
-------------------------
James S. Pasman, Jr.

Daniel M. Fitzpatrick*           Vice President and                  December 28, 2001
-------------------------        Controller
Daniel M. Fitzpatrick
* The undersigned attorney-in-fact, by signing his name below, does hereby sign
this Registration Statement on behalf of the above-named officers and directors
pursuant to a power of attorney executed by such persons and filed herewith.

                                       /s/ Robert T. McDowell
                                       ------------------------------
                                       Robert T. McDowell
                                       Executive Vice President
                                        and Chief Financial Officer
INDEX TO EXHIBITS

   Exhibit No.             Description
   -----------             -----------

     4.01     Amended and Restated Articles of Incorporation (incorporated by
              reference to Exhibit 3.01 to the Registrant's Annual Report on
              Form 10-K for the year ended June 30, 1997 (the "1997
              Form 10-K")).

     4.02     Articles of Amendment filed on February 4, 1997 (incorporated by
              reference to Exhibit 3.02 to the 1997 Form 10-K).

     4.03     Restated Bylaws (incorporated by reference to Exhibit 3.03 to the
              1997 Form 10-K).

     5.01     Opinion of Kathleen Clover, Assistant General Counsel of the
              Registrant, regarding the legality of the shares being registered
              hereunder.

     23.01    Consent of Kathleen Clover (included in the Opinion filed as
              Exhibit 5.1).

     23.02    Consent of Arthur Andersen LLP, independent public accountants for
              Education Management Corporation.

     23.03    Consent of Arthur Andersen LLP, independent public accountants for
              Argosy Education Group, Inc.

     24.01    Power of Attorney.