<PAGE>
 
As filed with the Securities and Exchange Commission on June 30, 1997

                                                  Registration No. 333-
                                                                       ---------
--------------------------------------------------------------------------------
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            STRAYER EDUCATION, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            MARYLAND                                        52-1975978
  -------------------------------                      -------------------
  (State or other jurisdiction of                      (I.R.S. employer 
   incorporation or organization)                      identification no.)     
         


                            1025 15TH STREET, N.W.
                            WASHINGTON, D.C.  20005
                   ----------------------------------------
                   (Address of principal executive offices)

                            STRAYER EDUCATION, INC.
                            1996 STOCK OPTION PLAN
                           ------------------------
                           (Full title of the plan)

                                 RON K. BAILEY
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            STRAYER EDUCATION, INC.
                            1025 15TH STREET, N.W.
                            WASHINGTON, D.C.  20005
                                (202) 408-2400
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                              WALTER G. LOHR, JR.
                             HOGAN & HARTSON L.L.P.
                             111 S. CALVERT STREET
                              BALTIMORE, MD  21202
                                 (410) 659-2700

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
                                                      Proposed                   Proposed    
    Title of securities       Amount to be         maximum offering          maximum aggregate            Amount of 
     to be registered          registered         price per share (1)        offering price (1)       registration fee (1)
    -------------------       ------------        -------------------        ------------------       --------------------
    <S>                       <C>                 <C>                        <C>                      <C> 
     COMMON STOCK,             636,979(a)           $10.000(a)                 $ 6,369,790(a)                 $ 1,930.24(a) 
    PAR VALUE $.01             363,021(b)            32.375(b)                  11,752,805(b)                   3,561.46(b) 
                                                                                                       Total: $ 5,491.70 
==========================================================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of the registration fee, based on (a) the weighted average option
exercise price of $10.00 per share for the 636,979 shares issuable upon exercise
of currently outstanding options and (b) the average of the high and low prices
per share of Strayer Education, Inc. Common stock, par value $.01 per share, on
June 23, 1997, as reported on the Nasdaq National Market with respect to the
other 363,021 shares otherwise issuable under the plan listed above.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing the information specified in Part I will be
separately sent or given to employees participating in the Strayer Education,
Inc. 1996 Stock Option Plan (the "Plan"), as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Strayer Education, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

          (a)  The Registrant's Annual Report on Form 10-K, filed pursuant to
               Section 13 or 15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), and which contains audited
               financial statements for the fiscal year ended December 31, 1996;

          (b)  The description of the Registrant's Common Stock, $.01 par value
               per share (the "Common Stock"), contained in the Registrant's
               Registration Statement on Form 8-A filed with the Commission on
               July 18, 1996;

           (c) The Registrant's Quarterly Report on Form 10-Q, filed with the
               Commission pursuant to Section 13 or 15(d) of the Exchange Act.
 
          In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part of hereof from the date of filing of
such documents or reports.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequent filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable (the Common Stock is registered under Section 12(g) of
the Exchange Act).


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Item 14 of Part II of the Registration Statement of the Registrant on
Form S-1 (Registration No. 333-23601) is hereby incorporated by reference into
this Registration Statement.

                            *          *          *

          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 Commission, such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable.  In the event that a claim for indemnification
against such liabilities is asserted by such person in connection with the
offering of the Common Stock (other than for 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) 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

          Exhibit
          Number    Description
          ------    -----------

          3.1       Articles of Incorporation of Registrant (filed as Exhibit
                    3.1 to the Registrant's Registration Statement on Form S-1
                    (File No. 333-3967) (the "Initial Form S-1") and
                    incorporated herein by reference).

          4.1       Form of Common Stock Certificate (filed as Exhibit 4.1 to
                    the Initial Form S-1 and incorporated herein by reference).

          5.1       Opinion of Hogan & Hartson L.L.P. regarding the legality of
                    the securities being registered.

          10.1      1996 Stock Option Plan (filed as Exhibit 10.11 to the
                    Initial Form S-1 and incorporated herein by reference).

          23.1      Consent of Coopers & Lybrand L.L.P.

          23.2      Consent of Hogan & Hartson L.L.P. (included in their opinion
                    filed as Exhibit 5.1 hereto).

          24.1      Power of Attorney (included on signature page).



                                     - 2 -
<PAGE>
 
ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (a) To file, during any period in which offers or 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. Notwithstanding the
             foregoing, any increase or decrease in volume of securities offered
             (if the total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or high
             end of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20% change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective 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.

             Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
          if the Registration Statement is on Form S-3 or Form S-8, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the Registration Statement.

          (b) 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.

          (c) 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.

          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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

          The undertaking concerning indemnification is set forth under the
response to Item 6.


                                     - 3 -
<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 Washington, District of Columbia, on June 30, 1997.

                             STRAYER EDUCATION, INC.


                             By: /s/ Ron K. Bailey
                                 -------------------------------------
                                 Ron K. Bailey
                                 Chief Executive Officer and President



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ron K. Bailey and Harry T. Wilkins,
jointly and severally, each in his own capacity, as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), any Registration
Statement relating to this Registration Statement under Rule 462, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                                TITLE                           DATE
---------------------------        ------------------------------------       --------------
<S>                                <C>                                        <C>

/s/ Ron K. Bailey                  President, Chief Executive Officer         June 30, 1997
---------------------------         and Director (Principal Executive 
    Ron K. Bailey                   Officer)             
                                                                      
                                                                      
                                                                      
/s/ Harry T. Wilkins               Chief Financial Officer (Principal         June 30, 1997
---------------------------         Financial and Accounting Officer) 
    Harry T. Wilkins                                                 
                                                                      
</TABLE> 
                                                                      

                                     - 4 -
<PAGE>
 
<TABLE> 
<CAPTION> 
         SIGNATURE                                TITLE                           DATE
---------------------------        ------------------------------------       --------------      
<S>                                <C>                                        <C> 
/s/ Stanley G. Elmore              Chairman of the Board of Directors         June 30, 1997
---------------------------                                           
    Stanley G. Elmore                                                
                                                                      
                                                                      
/s/ Todd A. Milano                             Director                       June 30, 1997
---------------------------                                           
    Todd A. Milano                                                       
                                                                      
                                                                      
/s/ Jennie D. Seaton                           Director                       June 30, 1997
---------------------------                                           
    Jennie D. Seaton                                                     
                                                                      
                                                                      
/s/ Roland Carey                               Director                       June 30, 1997
---------------------------                                           
    Roland Carey                                                         
                                                                      
                                                                      
/s/ Donald T. Benson                           Director                       June 30, 1997
---------------------------                                           
    Donald T. Benson                                                     
                                                                      
                                                                      
 /s/ G. Thomas Waite, III                      Director                       June 30, 1997
---------------------------                                           
     G. Thomas Waite, III                                                 
                                                                      
                                                                      
/s/ Donald Stoddard                            Director                       June 30, 1997
---------------------------                                           
    Donald Stoddard                                                      
                                                                      
                                                                      
/s/ Charlotte Beason                           Director                       June 30, 1997
---------------------------                                           
    Charlotte Beason 
 
</TABLE>

                                     - 5 -
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION>  

Exhibit
Number                         Description                                                Page
------                         -----------                                                ----
<S>       <C>                                                                             <C> 
3.1       Articles of Incorporation of Registrant (filed as Exhibit 3.1 to the              *
          Registrant's Registration Statement on Form S-1 (File No. 333-3967) (the
          "Initial Form S-1") and incorporated herein by reference).

4.1       Form of Common Stock Certificate (filed as Exhibit 4.1 to the                     *
          Initial Form S-1 and incorporated herein by reference).

5.1       Opinion of Hogan & Hartson L.L.P. regarding the legality of the
          securities being registered.

10.1      1996 Stock Option Plan (filed as Exhibit 10.11 to the Initial Form                *
          S-1 and incorporated herein by reference).

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
          Exhibit 5.1 hereto).

24.1      Power of Attorney (included on signature page).
</TABLE> 

*incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21074}]
{"company-data": {"conformed-name": "STRAYER EDUCATION INC", "cik": "0001013934", "assigned-sic": "8200", "irs-number": "521975978", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30431", "film-number": "97633423"}, "business-address": {"street1": "1025 15TH STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2024082400"}, "mail-address": {"street1": "1025 15TH STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}}
As filed with the Securities and Exchange Commission on June 30, 1997

                                                  Registration No. 333-
                                                                       ---------
--------------------------------------------------------------------------------
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            STRAYER EDUCATION, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            MARYLAND                                        52-1975978
  -------------------------------                      -------------------
  (State or other jurisdiction of                      (I.R.S. employer 
   incorporation or organization)                      identification no.)     
         

                            1025 15TH STREET, N.W.
                            WASHINGTON, D.C.  20005
                   ----------------------------------------
                   (Address of principal executive offices)

                            STRAYER EDUCATION, INC.
                            1996 STOCK OPTION PLAN
                           ------------------------
                           (Full title of the plan)

                                 RON K. BAILEY
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            STRAYER EDUCATION, INC.
                            1025 15TH STREET, N.W.
                            WASHINGTON, D.C.  20005
                                (202) 408-2400
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                              WALTER G. LOHR, JR.
                             HOGAN & HARTSON L.L.P.
                             111 S. CALVERT STREET
                              BALTIMORE, MD  21202
                                 (410) 659-2700

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                      Proposed                   Proposed    
    Title of securities       Amount to be         maximum offering          maximum aggregate            Amount of 
     to be registered          registered         price per share (1)        offering price (1)       registration fee (1)
    -------------------       ------------        -------------------        ------------------       --------------------
COMMON STOCK,             636,979(a)           $10.000(a)                 $ 6,369,790(a)                 $ 1,930.24(a) 
    PAR VALUE $.01             363,021(b)            32.375(b)                  11,752,805(b)                   3,561.46(b) 
                                                                                                       Total: $ 5,491.70 
==========================================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of the registration fee, based on (a) the weighted average option
exercise price of $10.00 per share for the 636,979 shares issuable upon exercise
of currently outstanding options and (b) the average of the high and low prices
per share of Strayer Education, Inc. Common stock, par value $.01 per share, on
June 23, 1997, as reported on the Nasdaq National Market with respect to the
other 363,021 shares otherwise issuable under the plan listed above.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing the information specified in Part I will be
separately sent or given to employees participating in the Strayer Education,
Inc. 1996 Stock Option Plan (the "Plan"), as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Strayer Education, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

          (a)  The Registrant's Annual Report on Form 10-K, filed pursuant to
               Section 13 or 15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), and which contains audited
               financial statements for the fiscal year ended December 31, 1996;

          (b)  The description of the Registrant's Common Stock, $.01 par value
               per share (the "Common Stock"), contained in the Registrant's
               Registration Statement on Form 8-A filed with the Commission on
               July 18, 1996;

           (c) The Registrant's Quarterly Report on Form 10-Q, filed with the
               Commission pursuant to Section 13 or 15(d) of the Exchange Act.
 
          In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part of hereof from the date of filing of
such documents or reports.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequent filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable (the Common Stock is registered under Section 12(g) of
the Exchange Act).

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Item 14 of Part II of the Registration Statement of the Registrant on
Form S-1 (Registration No. 333-23601) is hereby incorporated by reference into
this Registration Statement.

                            *          *          *

          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 Commission, such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable.  In the event that a claim for indemnification
against such liabilities is asserted by such person in connection with the
offering of the Common Stock (other than for 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) 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          Exhibit
          Number    Description
          ------    -----------

          3.1       Articles of Incorporation of Registrant (filed as Exhibit
                    3.1 to the Registrant's Registration Statement on Form S-1
                    (File No. 333-3967) (the "Initial Form S-1") and
                    incorporated herein by reference).

          4.1       Form of Common Stock Certificate (filed as Exhibit 4.1 to
                    the Initial Form S-1 and incorporated herein by reference).

          5.1       Opinion of Hogan & Hartson L.L.P. regarding the legality of
                    the securities being registered.

          10.1      1996 Stock Option Plan (filed as Exhibit 10.11 to the
                    Initial Form S-1 and incorporated herein by reference).

          23.1      Consent of Coopers & Lybrand L.L.P.

          23.2      Consent of Hogan & Hartson L.L.P. (included in their opinion
                    filed as Exhibit 5.1 hereto).

          24.1      Power of Attorney (included on signature page).

                                     - 2 -
ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (a) To file, during any period in which offers or 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. Notwithstanding the
             foregoing, any increase or decrease in volume of securities offered
             (if the total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or high
             end of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20% change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective 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.

             Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
          if the Registration Statement is on Form S-3 or Form S-8, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in the Registration Statement.

          (b) 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.

          (c) 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.

          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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

          The undertaking concerning indemnification is set forth under the
response to Item 6.

                                     - 3 -
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 Washington, District of Columbia, on June 30, 1997.

                             STRAYER EDUCATION, INC.

                             By: /s/ Ron K. Bailey
                                 -------------------------------------
                                 Ron K. Bailey
                                 Chief Executive Officer and President

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ron K. Bailey and Harry T. Wilkins,
jointly and severally, each in his own capacity, as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), any Registration
Statement relating to this Registration Statement under Rule 462, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                           DATE
---------------------------        ------------------------------------       --------------
/s/ Ron K. Bailey                  President, Chief Executive Officer         June 30, 1997
---------------------------         and Director (Principal Executive 
    Ron K. Bailey                   Officer)             
                                                                      
                                                                      
                                                                      
/s/ Harry T. Wilkins               Chief Financial Officer (Principal         June 30, 1997
---------------------------         Financial and Accounting Officer) 
    Harry T. Wilkins
- 4 -
SIGNATURE                                TITLE                           DATE
---------------------------        ------------------------------------       --------------
/s/ Stanley G. Elmore              Chairman of the Board of Directors         June 30, 1997
---------------------------                                           
    Stanley G. Elmore                                                
                                                                      
                                                                      
/s/ Todd A. Milano                             Director                       June 30, 1997
---------------------------                                           
    Todd A. Milano                                                       
                                                                      
                                                                      
/s/ Jennie D. Seaton                           Director                       June 30, 1997
---------------------------                                           
    Jennie D. Seaton                                                     
                                                                      
                                                                      
/s/ Roland Carey                               Director                       June 30, 1997
---------------------------                                           
    Roland Carey                                                         
                                                                      
                                                                      
/s/ Donald T. Benson                           Director                       June 30, 1997
---------------------------                                           
    Donald T. Benson                                                     
                                                                      
                                                                      
 /s/ G. Thomas Waite, III                      Director                       June 30, 1997
---------------------------                                           
     G. Thomas Waite, III                                                 
                                                                      
                                                                      
/s/ Donald Stoddard                            Director                       June 30, 1997
---------------------------                                           
    Donald Stoddard                                                      
                                                                      
                                                                      
/s/ Charlotte Beason                           Director                       June 30, 1997
---------------------------                                           
    Charlotte Beason
- 5 -
EXHIBIT INDEX
Exhibit
Number                         Description                                                Page
------                         -----------                                                ----
3.1       Articles of Incorporation of Registrant (filed as Exhibit 3.1 to the              *
          Registrant's Registration Statement on Form S-1 (File No. 333-3967) (the
          "Initial Form S-1") and incorporated herein by reference).

4.1       Form of Common Stock Certificate (filed as Exhibit 4.1 to the                     *
          Initial Form S-1 and incorporated herein by reference).

5.1       Opinion of Hogan & Hartson L.L.P. regarding the legality of the
          securities being registered.

10.1      1996 Stock Option Plan (filed as Exhibit 10.11 to the Initial Form                *
          S-1 and incorporated herein by reference).

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
          Exhibit 5.1 hereto).

24.1      Power of Attorney (included on signature page).
*incorporated by reference