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                                                                     EXHIBIT 4.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                       OF EDUCATION MANAGEMENT CORPORATION

FIRST: The name of the Corporation is: EDUCATION MANAGEMENT CORPORATION.

SECOND: The location and post office address of the registered office of the
Corporation in this Commonwealth is 210 Sixth Avenue, Pittsburgh, PA
15222,Allegheny County.

THIRD: The Corporation is incorporated under the Business Corporation Law of
1988.

FOURTH: The term for which the Corporation is to exist is perpetual.

FIFTH:

         A. Authorized Shares

The aggregate number of shares which the Corporation shall have authority to
issue is One Hundred Thirty Million (130,000,000) shares, as follows:

         1. One Hundred Twenty Million (120,000,000) shares of Common Stock,
with a par value of one cent ($.01) per share. Except for and subject to those
rights as may be expressly granted to the holders of Preferred Stock pursuant to
the authority vested by these Articles of Incorporation in the Board of
Directors of the Corporation, or except as may be provided by the laws of the
Commonwealth of Pennsylvania, the holders of Common Stock shall have exclusively
all rights of shareholders.

         2. Ten Million (10,000,000) shares of Preferred Stock, with a par value
of one cent ($.01) per share.

         B. Authority is hereby expressly vested in the Board of Directors of
the Corporation at any time and from time to time by resolution to divide into
and issue the Preferred Stock in one or more classes or series, or both, and to
determine for any such class or series its designation and the number of shares
of the class or series and the voting rights, preferences, limitations and
special rights, if any, of the shares of the class or series.

SIXTH: The directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the whole number of the Board of Directors. The
initial Class I, II and III directors shall be those elected and designated to
serve as such directors at the meeting of shareholders to held approve the
Articles of Amendment dated as of October 24, 1996 (the "Shareholders Meeting"),
such Class I directors shall hold office for a term to expire at the first
annual meeting of the shareholders after the Shareholders Meeting; such Class II
directors shall hold office for a term to expire at the second annual meeting of
the shareholders after the Shareholders Meeting; and such Class III directors
shall hold office for a term to expire at the third annual meeting of the
shareholders after the

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Shareholders Meeting, and in the case of each class, until their respective
successors are duly elected and qualified. At each annual election the directors
elected to succeed those whose terms expire shall be identified as being of the
same class as the directors they succeed and shall be elected to hold office for
a term to expire at the third annual meeting of the shareholders after their
election, and until their respective successors are duly elected and qualified.
If the number of directors is changed, any increase or decrease in directors
shall be apportioned among the classes so as to maintain all classes as equal in
number as possible, and any additional director elected to any class shall hold
office for a term which shall coincide with the terms of the other directors in
such class and until his successor is duly elected and qualified. Subject to the
rights of holders of any series of Preferred Stock then outstanding, in the case
of any increase in the number of directors of the Corporation the additional
director or directors shall be elected by the Board of Directors. No decrease in
the number of directors of the Corporation shall shorten the term of any
incumbent director. The entire Board of Directors, or any class of the Board of
Directors, or any individual director may be removed from office by vote of the
shareholders entitled to vote thereon only for cause. In case the Board of
Directors or a class of the Board of Directors or any one or more directors are
so removed, new directors may be elected at the same meeting. The repeal of a
provision of these Articles or the Bylaws of the Corporation prohibiting, or the
addition of a provision to these Articles or the Bylaws of the Corporation
permitting, the removal by the shareholders of the Board of Directors, a class
of the Board of Directors or a director without assigning any cause shall not
apply to any incumbent director during the balance of the term for which he was
elected.

SEVENTH: The shareholders of the Corporation shall not have the right to
cumulate their votes for the election of directors of the Corporation.

EIGHTH: Subchapters E, F, G and H of Chapter 25 of the Business Corporation Law
of 1988 shall not be applicable to the Corporation.

NINTH: The Board of Directors is authorized to adopt, amend or repeal any term
or provision of the Bylaws of the Corporation by a vote of a majority of its
members, subject always to the power of the shareholders to adopt, amend or
repeal the Bylaws of the Corporation by the affirmative vote of the holders of
at least two-thirds of the outstanding shares of Common Stock of the
Corporation.

TENTH: In addition to the requirements of (i) law, and (ii) the other provisions
of these Articles of Incorporation, as amended, the affirmative vote of the
holders of at least two-thirds of the outstanding shares of Common Stock of the
Corporation entitled to vote shall be required to delete, amend or supplement
any term or provision of this Article Ten, Articles Four, Six, Seven, Eight or
Nine, or Subparagraph B of Article Five hereof.

ELEVENTH: Immediately effective upon the filing of the Articles of Amendment
dated as of October 29, 1996 in the Department of State of the Commonwealth of
Pennsylvania (the "Effective Time"), each share of Class A Common Stock, par
value $.0001 per share, and of Class B Common Stock, par value $.0001 per share,
outstanding immediately prior to the Effective Time, and each share of Class B
Common Stock which immediately prior to the Effective Time is held by the
Corporation as treasury stock, automatically and without any action


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on the part of the holder thereof shall be reclassified as and converted into
one-half of a share of Common Stock, par value $.01 per share, subject to the
treatment of fractional share interests as described below. Each holder of a
certificate or certificates that immediately prior to the Effective Time
represented outstanding shares of Class A and Class B Common Stock (the "Old
Certificates")will be entitled to receive, upon surrender of such Old
Certificates to the Corporation for cancellation, a certificate or certificates
(the "New Certificate", whether one or more) representing the number of whole
shares of the Common Stock into which and for which the shares of the Class A
and Class B Common Stock formerly represented by such Old Certificates so
surrendered are reclassified under the terms hereof. From and after the
Effective Time, Old Certificates shall represent only the right to receive New
Certificates (and, where applicable, cash in lieu of fractional shares, as
provided below)pursuant to the provisions hereof. No certificates or scrip
representing fractional share interests in Common Stock will be issued, and no
such fractional share interest will entitle the holder thereof to vote, or to
any rights of a shareholder of the Corporation. In lieu of any such fractional
shares of Common Stock, each shareholder with a fractional share will be
entitled to receive, upon surrender of Old Certificates to the Corporation for
cancellation, an amount in cash equal to the fair market value thereof as
determined in good faith by the Board of Directors to be the fair value of one
share of Common Stock as of the Effective Time multiplied by such fraction. If
more than one Old Certificate shall be surrendered at one time for the account
of the same shareholder, the number of full shares of Common Stock for which New
Certificates shall be issued shall be computed on the basis of the aggregate
number of shares represented by the Old Certificates so surrendered. In the
event that the Corporation determines that a holder of Old Certificates has not
tendered all his certificates for exchange, the Corporation shall carry forward
any fractional share until all certificates of that holder have been presented
for exchange such that payment for fractional shares to any one person shall not
exceed the value of four-fifths of one share of Common Stock. The Old
Certificates surrendered for exchange shall be properly endorsed and otherwise
in proper form for transfer, and the person or persons requesting such exchange
shall affix any requisite stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the Corporation that such taxes are not payable. From and after
the Effective Time the amount of capital represented by the shares of the Common
Stock into which and for which the shares of the Old Common Stock are
reclassified under the terms hereof shall be an amount equal to the product of
the number of issued and outstanding shares of Common Stock and the One Cent
($.01) par value of each such share.