<PAGE>








          _________________________________________________________________

                          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                      25-119571
                (State or other       (I.R.S. Employer Identification No.)
               jurisdicitons of
               incorporation or
                 organization)

               300 SIXTH AVENUE
           PITTSBURGH, PENNSYLVANIA                  15222
             (Address of principal                 (Zip Code)
              executive offices)

                          EDUCATION MANAGEMENT CORPORATION 
                  MANAGEMENT INCENTIVE 1990 STOCK OPTION AGREEMENTS

           EDUCATION MANAGEMENT CORPORATION MANAGEMENT INCENTIVE 1993 STOCK
                                     OPTION PLAN

           NONQUALIFIED STOCK OPTION AGREEMENT BETWEEN WILLIAM M. WEBSTER,
                                          IV
                         AND EDUCATION MANAGEMENT CORPORATION
                              (Full title of the plans)

                                FREDERICK W. STEINBERG
                    VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           EDUCATION MANAGEMENT CORPORATION
                                   300 SIXTH AVENUE
                           PITTSBURGH, PENNSYLVANIA  15222
                       (Name and address of agent for service)
                                    (412) 562-0900
            (Telephone number, including area code, of agent for service)



<PAGE>

                           CALCULATION OF REGISTRATION FEE

            TITLE OF       AMOUNT     PROPOSED      PROPOSED      AMOUNT
            SECURITIES     TO BE       MAXIMUM      MAXIMUM         OF
              TO BE      REGISTERED   OFFERING     AGGREGATE     REGISTRA-
            REGISTERED                PRICE PER     OFFERING     TION FEE
                                      SHARE (1)      PRICE

           Common                                $3,358,249.22   $1,017.65
           Stock, par     105,181       $2.54
           value $0.01    116,131       $3.18
           per share      110,931       $3.50
                          150,000       $5.70
                           42,852       $7.20
                           23,000      $15.00
                           75,000      $11.00

          (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 Education Management
          Corporation ("the Registrant") with the Securities and Exchange
          Commission (the "Commission") pursuant to the Securities Act of
          1933, as amended (the "Securities Act"), or the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), are
          incorporated by reference into this Registration Statement:  (i)
          the prospectus covering 4,530,000 shares of the Registrant's
          Common Stock, par value $.01 per share (the "Common Stock"), as
          filed with the Commission on August 19, 1996, as part of the
          Registration Statement on Form S-1 (File No. 333-10385), as
          amended by Amendment No. 1, filed on October 1, 1996, as further
          amended by Amendment No. 2, filed on October 8, 1996, as further
          amended by Amendment No. 3, filed on October 28, 1996 (the "Form
          S-1"), (ii) the description of the Registrant's Common Stock
          contained in the Form S-1, including all amendments and reports
          updating such description, and (iii) the Registrant's Form 10-Q
          filed with the Commission for the quarterly period ended
          September 30, 1996 (File No. 000-21363).

               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 Education Management Corporation Management Incentive 1990
          Stock Option Agreements, the Education Management Corporation
          Management Incentive 1993 Stock Option Plan, and the Nonqualified
          Stock Option Agreement Between William M. Webster, IV, and the
          Registrant (collectively, the "Plans"), meeting the requirements
          of Section 10(a) of the Securities Act.






                                         II-1

<PAGE>

          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.
                                                         .

               Inapplicable.


          ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant has entered into indemnification agreements
          with most 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 offers 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.

               The Registrant is a Pennsylvania corporation.  Sections 1741
          and 1742 of the Pennsylvania Business Corporation Law of 1988
          (the "BCL") 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, 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
          court 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

                                         II-2
<PAGE>

          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 attorneys' 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 entitle under any By-Law, 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 By-Law, 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,

                                         II-3

<PAGE>

          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.

               In addition, the Restated By-laws of the Registrant 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 Article VII of the Restated 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 competed
          action, suit or proceeding, whether civil, criminal,
          administrative or investigative and whether external or internal
          to the Registrant, by reason of the fact that he 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
          him in connection with such action, suite or proceeding.

               Section 7.2 of Article VII of the Restated By-laws further
          provides that the Registrant shall pay expenses (including
          attorneys' fees, disbursements and other charges) actually and
          reasonably incurred by a director or officer of the Registrant
          referred to in Section 7.1 of such Article in defending or
          appearing as a witness in any civil or criminal 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 such director or officer to
          repay all amounts advanced if it shall ultimately be determined
          that he is not entitled to be indemnified by the Registrant, and
          an irrevocable assignment to the Registrant of all payments to
          which such director or officer may be or become entitled, under

                                         II-4

<PAGE>

          any policy of insurance or otherwise, in reimbursement of any
          such expenses paid by the Registrant.

               The Restated 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 Article VII of the Restated 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 such
          Article VII.

               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 Restated By-Laws.

               As permitted by BCL Section 1713, the Restated 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 Act of November 28, 1986
          (P.L. No. 145) as in effect at the time of the alleged action or
          failure to take actin 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 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.

               Inapplicable.






                                         II-5

<PAGE>

          ITEM 8.  EXHIBITS.

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

          EXHIBIT NO.                             DESCRIPTION
          ___________                             ___________

               4.1            Amended and Restated Articles of
                              Incorporation of Education Management
                              Corporation (incorporated by reference to
                              Exhibit 3.01(b) to the Registrant's
                              Registration Statement on Form S-1, filed
                              with the Commission on August 19, 1996 (File
                              No. 333-10385)). 

               4.2            Restated Bylaws of Education Management
                              Corporation, (incorporated by reference to
                              Exhibit 3.2(b) of the Registrant's
                              Registration Statement on Form S-1, filed
                              with the Commission on August 19, 1996 (File
                              No. 333-10385)). 

               5.1            Opinion of Kirkpatrick & Lockhart LLP as to
                              the legality of the shares being registered.

               23.1           Consent of Arthur Andersen LLP.

               23.2           Consent of Kirkpatrick & Lockhart LLP
                              (included in the opinion filed as Exhibit
                              5.1).

               24.1           Power of Attorney (set forth on the signature
                              page of this Registration Statement).


          ITEM 9.  UNDERTAKINGS

               (a)  The undersigned Registrant hereby undertakes:

               (1)  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


                                         II-6

<PAGE>

                    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;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if 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.

               (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 thereto.

                                        * * *

               (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

                                         II-7

<PAGE>

          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.
















































                                         II-8

<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 21st day of
          January, 1997.

                                        EDUCATION MANAGEMENT CORPORATION 


                                        By: /s/ William M. Webster, IV
                                            __________________________
                                            William M. Webster, IV
                                            Executive Vice President

               KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Frederick W.
          Steinberg his or her true and lawful attorney-in-fact and agent,
          with full power of substitution and resubstitution, for him or
          her and in his or her name, place and stead, in any and all
          capacities, to sign any and all amendments to this registration
          statement, and to file the same with all exhibits thereto, and
          other documentation in connection therewith, with the Securities
          and Exchange Commission, granting unto said attorney-in-fact and
          agent full power and authority to do and perform each and every
          act and thing requisite and necessary to be done in and about the
          premises, as fully to all intents and purposes as he or she might
          or could do in person, hereby ratifying and confirming all that
          said attorney-in-fact and agent, or his substitute or
          substitutes, may lawfully do or cause to be done by virtue
          hereof.

               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(s) indicated:

                    SIGNATURE                 CAPACITY            DATE
                    _________                 ________            ____


           /s/ Robert B. Knutson       Chairman of the        January 21,
           ________________________    Board and Chief        1997
           Robert B. Knutson           Executive Officer

           /s/ Robert T. McDowell      Senior Vice            January 21,
           ________________________    President and Chief    1997
           Robert T. McDowell          Financial and
                                       Accounting Officer


                                         II-9

<PAGE>

                    SIGNATURE                 CAPACITY            DATE
                    _________                 ________            ____


           /s/ Miryam L. Knutson       Vice Chairman of the   January 21,
           ________________________    Board and a Director   1997
           Miryam L. Knutson

           /s/ James J. Burke, Jr.            Director        January 21,
           ________________________                           1997
           James J. Burke, Jr.


           /s/ Albert Greenstone              Director        January 21,
           ________________________                           1997
           Albert Greenstone


           /s/ Harvey Sanford                 Director        January 21,
           ________________________                           1997
           Harvey Sanford
           /s/ Robert H. Atwell               Director        January 21,
           ________________________                           1997
           Robert H. Atwell


           /s/ William M. Campbell,           Director        January 21,
           III                                                1997
           ________________________
           William M. Campbell, III























                                        II-10

<PAGE>

                                    EXHIBIT INDEX


                                                         SEQUENTIAL
                 EXHIBIT                                 PAGE
                 NO.       DESCRIPTION                   NUMBER
                 _______   ___________                   __________

                 4.1       Amended and Restated
                           Articles of Incorporation of
                           Education Management
                           Corporation (incorporated by
                           reference to Exhibit 3.01(b)
                           to the Registrant's 
                           Registration Statement on
                           Form S-1, filed with the
                           Commission on August 19,
                           1996 (File No. 333-10385)).
                 4.2       Restated Bylaws of Education    --
                           Management Corporation,
                           (incorporated by reference
                           to Exhibit 3.2(b) of the
                           Registrant's Registration
                           Statement on Form S-1, filed
                           with the Commission on
                           August 19, 1996 (File No.
                           333-10385)).

                 5.1       Opinion of Kirkpatrick &        10
                           Lockhart LLP as to the
                           legality of the shares being
                           registered.

                 23.1      Consent of Arthur Andersen      11
                           LLP.
                 23.2      Consent of Kirkpatrick &        --
                           Lockhart LLP (included in
                           opinion filed as Exhibit
                           5.1).

                 24.1      Power of Attorney (set forth    --
                           on the signature page of
                           this Registration
                           Statement).









                                        II-11
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_________________________________________________________________

                          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                      25-119571
                (State or other       (I.R.S. Employer Identification No.)
               jurisdicitons of
               incorporation or
                 organization)

               300 SIXTH AVENUE
           PITTSBURGH, PENNSYLVANIA                  15222
             (Address of principal                 (Zip Code)
              executive offices)

                          EDUCATION MANAGEMENT CORPORATION 
                  MANAGEMENT INCENTIVE 1990 STOCK OPTION AGREEMENTS

           EDUCATION MANAGEMENT CORPORATION MANAGEMENT INCENTIVE 1993 STOCK
                                     OPTION PLAN

           NONQUALIFIED STOCK OPTION AGREEMENT BETWEEN WILLIAM M. WEBSTER,
                                          IV
                         AND EDUCATION MANAGEMENT CORPORATION
                              (Full title of the plans)

                                FREDERICK W. STEINBERG
                    VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           EDUCATION MANAGEMENT CORPORATION
                                   300 SIXTH AVENUE
                           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       AMOUNT     PROPOSED      PROPOSED      AMOUNT
            SECURITIES     TO BE       MAXIMUM      MAXIMUM         OF
              TO BE      REGISTERED   OFFERING     AGGREGATE     REGISTRA-
            REGISTERED                PRICE PER     OFFERING     TION FEE
                                      SHARE (1)      PRICE

           Common                                $3,358,249.22   $1,017.65
           Stock, par     105,181       $2.54
           value $0.01    116,131       $3.18
           per share      110,931       $3.50
                          150,000       $5.70
                           42,852       $7.20
                           23,000      $15.00
                           75,000      $11.00

          (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 Education Management
          Corporation ("the Registrant") with the Securities and Exchange
          Commission (the "Commission") pursuant to the Securities Act of
          1933, as amended (the "Securities Act"), or the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), are
          incorporated by reference into this Registration Statement:  (i)
          the prospectus covering 4,530,000 shares of the Registrant's
          Common Stock, par value $.01 per share (the "Common Stock"), as
          filed with the Commission on August 19, 1996, as part of the
          Registration Statement on Form S-1 (File No. 333-10385), as
          amended by Amendment No. 1, filed on October 1, 1996, as further
          amended by Amendment No. 2, filed on October 8, 1996, as further
          amended by Amendment No. 3, filed on October 28, 1996 (the "Form
          S-1"), (ii) the description of the Registrant's Common Stock
          contained in the Form S-1, including all amendments and reports
          updating such description, and (iii) the Registrant's Form 10-Q
          filed with the Commission for the quarterly period ended
          September 30, 1996 (File No. 000-21363).

               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 Education Management Corporation Management Incentive 1990
          Stock Option Agreements, the Education Management Corporation
          Management Incentive 1993 Stock Option Plan, and the Nonqualified
          Stock Option Agreement Between William M. Webster, IV, and the
          Registrant (collectively, the "Plans"), meeting the requirements
          of Section 10(a) of the Securities Act.

                                         II-1
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.
                                                         .

               Inapplicable.

          ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant has entered into indemnification agreements
          with most 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 offers 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.

               The Registrant is a Pennsylvania corporation.  Sections 1741
          and 1742 of the Pennsylvania Business Corporation Law of 1988
          (the "BCL") 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, 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
          court 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

                                         II-2
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 attorneys' 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 entitle under any By-Law, 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 By-Law, 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,

                                         II-3
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.

               In addition, the Restated By-laws of the Registrant 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 Article VII of the Restated 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 competed
          action, suit or proceeding, whether civil, criminal,
          administrative or investigative and whether external or internal
          to the Registrant, by reason of the fact that he 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
          him in connection with such action, suite or proceeding.

               Section 7.2 of Article VII of the Restated By-laws further
          provides that the Registrant shall pay expenses (including
          attorneys' fees, disbursements and other charges) actually and
          reasonably incurred by a director or officer of the Registrant
          referred to in Section 7.1 of such Article in defending or
          appearing as a witness in any civil or criminal 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 such director or officer to
          repay all amounts advanced if it shall ultimately be determined
          that he is not entitled to be indemnified by the Registrant, and
          an irrevocable assignment to the Registrant of all payments to
          which such director or officer may be or become entitled, under

                                         II-4
any policy of insurance or otherwise, in reimbursement of any
          such expenses paid by the Registrant.

               The Restated 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 Article VII of the Restated 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 such
          Article VII.

               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 Restated By-Laws.

               As permitted by BCL Section 1713, the Restated 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 Act of November 28, 1986
          (P.L. No. 145) as in effect at the time of the alleged action or
          failure to take actin 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 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.

               Inapplicable.

                                         II-5
ITEM 8.  EXHIBITS.

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

          EXHIBIT NO.                             DESCRIPTION
          ___________                             ___________

               4.1            Amended and Restated Articles of
                              Incorporation of Education Management
                              Corporation (incorporated by reference to
                              Exhibit 3.01(b) to the Registrant's
                              Registration Statement on Form S-1, filed
                              with the Commission on August 19, 1996 (File
                              No. 333-10385)). 

               4.2            Restated Bylaws of Education Management
                              Corporation, (incorporated by reference to
                              Exhibit 3.2(b) of the Registrant's
                              Registration Statement on Form S-1, filed
                              with the Commission on August 19, 1996 (File
                              No. 333-10385)). 

               5.1            Opinion of Kirkpatrick & Lockhart LLP as to
                              the legality of the shares being registered.

               23.1           Consent of Arthur Andersen LLP.

               23.2           Consent of Kirkpatrick & Lockhart LLP
                              (included in the opinion filed as Exhibit
                              5.1).

               24.1           Power of Attorney (set forth on the signature
                              page of this Registration Statement).

          ITEM 9.  UNDERTAKINGS

               (a)  The undersigned Registrant hereby undertakes:

               (1)  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

                                         II-6
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;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if 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.

               (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 thereto.

                                        * * *

               (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

                                         II-7
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.

                                         II-8
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 21st day of
          January, 1997.

                                        EDUCATION MANAGEMENT CORPORATION 

                                        By: /s/ William M. Webster, IV
                                            __________________________
                                            William M. Webster, IV
                                            Executive Vice President

               KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Frederick W.
          Steinberg his or her true and lawful attorney-in-fact and agent,
          with full power of substitution and resubstitution, for him or
          her and in his or her name, place and stead, in any and all
          capacities, to sign any and all amendments to this registration
          statement, and to file the same with all exhibits thereto, and
          other documentation in connection therewith, with the Securities
          and Exchange Commission, granting unto said attorney-in-fact and
          agent full power and authority to do and perform each and every
          act and thing requisite and necessary to be done in and about the
          premises, as fully to all intents and purposes as he or she might
          or could do in person, hereby ratifying and confirming all that
          said attorney-in-fact and agent, or his substitute or
          substitutes, may lawfully do or cause to be done by virtue
          hereof.

               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(s) indicated:

                    SIGNATURE                 CAPACITY            DATE
                    _________                 ________            ____

           /s/ Robert B. Knutson       Chairman of the        January 21,
           ________________________    Board and Chief        1997
           Robert B. Knutson           Executive Officer

           /s/ Robert T. McDowell      Senior Vice            January 21,
           ________________________    President and Chief    1997
           Robert T. McDowell          Financial and
                                       Accounting Officer

                                         II-9
SIGNATURE                 CAPACITY            DATE
                    _________                 ________            ____

           /s/ Miryam L. Knutson       Vice Chairman of the   January 21,
           ________________________    Board and a Director   1997
           Miryam L. Knutson

           /s/ James J. Burke, Jr.            Director        January 21,
           ________________________                           1997
           James J. Burke, Jr.

           /s/ Albert Greenstone              Director        January 21,
           ________________________                           1997
           Albert Greenstone

           /s/ Harvey Sanford                 Director        January 21,
           ________________________                           1997
           Harvey Sanford
           /s/ Robert H. Atwell               Director        January 21,
           ________________________                           1997
           Robert H. Atwell

           /s/ William M. Campbell,           Director        January 21,
           III                                                1997
           ________________________
           William M. Campbell, III

                                        II-10
EXHIBIT INDEX

                                                         SEQUENTIAL
                 EXHIBIT                                 PAGE
                 NO.       DESCRIPTION                   NUMBER
                 _______   ___________                   __________

                 4.1       Amended and Restated
                           Articles of Incorporation of
                           Education Management
                           Corporation (incorporated by
                           reference to Exhibit 3.01(b)
                           to the Registrant's 
                           Registration Statement on
                           Form S-1, filed with the
                           Commission on August 19,
                           1996 (File No. 333-10385)).
                 4.2       Restated Bylaws of Education    --
                           Management Corporation,
                           (incorporated by reference
                           to Exhibit 3.2(b) of the
                           Registrant's Registration
                           Statement on Form S-1, filed
                           with the Commission on
                           August 19, 1996 (File No.
                           333-10385)).

                 5.1       Opinion of Kirkpatrick &        10
                           Lockhart LLP as to the
                           legality of the shares being
                           registered.

                 23.1      Consent of Arthur Andersen      11
                           LLP.
                 23.2      Consent of Kirkpatrick &        --
                           Lockhart LLP (included in
                           opinion filed as Exhibit
                           5.1).

                 24.1      Power of Attorney (set forth    --
                           on the signature page of
                           this Registration
                           Statement).

                                        II-11