FORM 10-QSB

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

For the Transition Period from ________ to ________

Commission File #0-11078

THE AMERICAN EDUCATION CORPORATION
----------------------------------
(Exact name of small business issuer as specified in its charter)

Colorado
--------
(State or other jurisdiction of incorporation or organization)

84-0838184
----------
(IRS Employer Identification No.)

7506 North Broadway Extension, Suite 505, Oklahoma City, OK  73116
------------------------------------------------------------------
(Address of principal executive offices)

(405) 840-6031
--------------
(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.025 per share

Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports, and (2) has been subject to such filing
requirements for the past 90 days.

     YES X    NO_

Number of shares of the issuer's common stock outstanding as of
November  1, 2001:  14,272,461

Transitional Small Business Disclosure Format           YES _    NO X



THE AMERICAN EDUCATION CORPORATION
----------------------------------

INDEX
-----

                                                           Page No.
                                                           --------

PART I - FINANCIAL INFORMATION

Item 1     Consolidated Balance Sheets
           September 30, 2001 and December 31, 2000              3

           Consolidated Statements of Income
           For the Three Months Ended September 30, 2001
           and for the Three Months Ended September 30, 2000     4

           For the Nine Months Ended September 30, 2001
           and for the Nine Months Ended September 30, 2000      5

           Consolidated Statements of Cash Flows
           For the Nine Months Ended September 30, 2001
           and for the Nine Months Ended September 30, 2000      6

           Notes to Interim Consolidated Financial Statements    7


Item 2     Management's Discussion and Analysis
           Of Financial Conditions and Results of Operations     9


PART II - OTHER INFORMATION                                     12

SIGNATURE PAGE                                                  14




PART 1 - FINANCIAL INFORMATION
THE AMERICAN EDUCATION CORPORATION
CONSOLIDATED BALANCE SHEETS


                                           September 30    December 31
                                               2001            2000
                                           ------------    -----------
                                            (unaudited)      (audited)

ASSETS
Current assets:
  Cash and cash equivalents                $   691,584     $   763,967
  Accounts receivable, net of allowance
   for returns and uncollectible accounts
   of $187,340 and $186,012                  3,233,847       3,465,448
  Inventory                                    417,070         424,828
  Prepaid expenses and deposits                277,109         348,955
  Deferred tax asset                           224,476         175,865
                                           -----------     -----------
          Total current assets               4,844,086       5,179,063


Note receivable from officer                   300,000         300,000

Property and equipment, at cost              1,153,679       1,117,141
  Less accumulated depreciation and
   amortization                               (645,438)       (497,475)
                                            ----------     -----------
          Net property and equipment           508,241         619,666

Other assets:
  Capitalized software costs, net of
   accumulated amortization of $2,678,350
   and $2,155,713                            4,039,070       2,914,604
  Goodwill, net of accumulated amortization
   of $410,745 and $286,795                  2,123,798       2,247,748
                                           -----------     -----------
          Total other assets                 6,162,868       5,162,352
                                           -----------     -----------
          Total assets                     $11,815,195     $11,261,081
                                           ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable trade                   $   313,600     $   414,003
  Accrued liabilities                          870,091         809,644
  Deferred revenue                             230,091         104,623
  Notes payable and current portion of
   long-term debt                            1,001,370         838,057
  Foreign income taxes payable                 105,667         139,132
  Income taxes payable                          24,767           7,731
                                           -----------     -----------
          Total current liabilities          2,545,586       2,313,190

Other long-term accrued liabilities             90,405          54,825
Deferred income tax liability - Long-term      825,507         676,119
Long-term debt                               1,052,252       1,174,791
                                           -----------     -----------

          Total liabilities                  4,513,750       4,218,925
                                           -----------     -----------

Commitments and contingencies                       -               -

Stockholders' Equity:
  Preferred Stock, $.001 par value;
   Authorized - 50,000,000 shares-issued
   and outstanding-none                             -               -
  Common Stock, $.025 par value
   Authorized 30,000,000 shares
   Issued and outstanding - 14,272,461
   shares                                      356,811         352,078
  Additional paid in capital                 6,628,625       6,582,221
  Treasury stock, at cost, 34,000 shares       (19,125)        (19,125)
  Retained earnings                            126,982         126,982
  Year-to-date earnings                        208,152              -
                                           -----------     -----------
          Total stockholders' equity         7,301,445       7,042,156
                                           -----------     -----------
          Total liabilities and
           stockholders' equity            $11,815,195     $11,261,081
                                           ===========     ===========




The accompanying notes are an integral part of the financial
statements.





THE AMERICAN EDUCATION CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(unaudited)

                                               2001            2000
                                               ----            ----

Net Sales                                 $ 2,278,218     $ 2,785,266
Cost of goods sold                            355,986         720,097
                                          -----------     -----------

Gross profit                                1,922,232       2,065,169

Operating expenses:
 Sales and marketing                          648,206         549,422
 Operations                                    68,474          90,456
 General and administrative                   779,265         805,976
 Amortization of capitalized software costs   200,942         135,319
                                          -----------     -----------

Total operating expenses                    1,696,887       1,581,173
                                          -----------     -----------

Operating income                              225,345         483,996

Other income (expense):
 Interest income                                5,627          10,484
 Interest expense                             (33,136)        (43,847)
                                          -----------     -----------

Net income before income taxes                197,836         450,633

 Current income taxes                          56,020           7,951
 Deferred income taxes                          2,945         169,472
                                          -----------     -----------

Net Income                                $   138,871     $   273,210
                                          ===========     ===========

Basic                                      14,269,494      14,083,128

Earnings per share                        $     0.010     $     0.019

Diluted                                    14,269,494      14,713,156

Earnings per share                        $     0.010     $     0.019




The accompanying notes are an integral part of the financial
statements.




THE AMERICAN EDUCATION CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(unaudited)


                                               2001            2000
                                               ----            ----

Net Sales                                 $ 7,329,557     $ 8,784,772
Cost of goods sold                          1,553,399       2,024,189
                                          -----------     -----------

Gross profit                                5,776,158       6,760,583

Operating expenses:
 Sales and marketing                        2,161,529       2,057,240
 Operations                                   215,397         221,511
 General and administrative                 2,451,820       2,337,284
 Amortization of capitalized software
   costs                                      519,135         365,790
                                          -----------     -----------

Total operating expenses                    5,347,881       4,981,825
                                          -----------     -----------

Operating income                              428,277       1,778,758

Other income (expense):
 Interest income                               17,973          28,088
 Interest expense                            (108,936)       (117,617)
                                          -----------     -----------

Net income before income taxes                337,314       1,689,229

 Current income taxes                          (2,737)         82,723
 Deferred income taxes                        131,899         542,815
                                          -----------     -----------

Net Income                                $   208,152     $ 1,063,691
                                          ===========     ===========


Basic                                      14,177,148      14,018,764

Earnings per share                        $     0.015     $     0.076

Diluted                                    14,177,148      14,648,792

Earnings per share                        $     0.015     $     0.073




The accompanying notes are an integral part of the financial
statements.





THE AMERICAN EDUCATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(unaudited)


                                               2001            2000
                                          -----------     -----------

Cash flows from operating activities:
Net income                                $   208,152     $ 1,063,691
 Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities:
 Depreciation and amortization                808,113         629,212
 Reserve for bad debts                          1,328          57,106
 Services rendered for common stock            41,400          11,500
 Deferred compensation                         35,580          29,025
 Other                                        (29,826)         (5,258)

Changes in assets and liabilities:
 Accounts receivable                          230,273      (1,146,798)
 Inventories                                    7,758          (3,033)
 Prepaid expenses and other                    71,846        (101,738)
 Accounts payable and accrued liabilities     (39,956)        176,735
 Accounts payable - Affiliate                      --         (96,529)
 Deferred revenue                             125,468              --
 Income taxes payable                         (16,429)          5,449
 Deferred income taxes                        100,777         531,828
                                          -----------     -----------

Net cash provided by operating
 activities                                 1,544,484       1,151,190
                                          -----------     -----------

Cash flow from investing activities:
 Capitalization of goodwill                        --         (14,528)
 Software development costs capitalized    (1,647,103)     (1,118,244)
 Purchase of property and equipment           (36,538)       (175,427)
                                          -----------     -----------

Net cash used in investing activities      (1,683,641)     (1,308,199)
                                          -----------     -----------

Cash flows from financing activities:
 Proceeds received from issuance of debt      240,836          96,584
 Principal payments on notes payable         (200,062)        (76,784)
 Issuance of common stock for cash             26,000         149,163
                                          -----------     -----------

 Net cash provided by financing activities     66,774         168,963
                                          -----------     -----------

Net increase (decrease) in cash               (72,383)         11,954

Cash at beginning of the period               763,967       1,138,711
                                          -----------     -----------

Cash at end of the period                 $   691,584     $ 1,150,665
                                          ===========     ===========




The accompanying notes are an integral part of the financial
statements.




THE AMERICAN EDUCATION CORPORATION
Part I
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000


NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------

1.  Nature of Business:
    ------------------

The American Education Corporation's ("the Company") business is the
development and marketing of educational software to elementary,
middle and secondary schools, adult literacy centers and vocational,
junior and community colleges.  In addition, the Company has three
subsidiaries, Projected Learning Programs, Inc. ("PLP") , Learning
Pathways, Ltd. ("LPL") and Dolphin, Inc. ("Dolphin").  PLP is a direct
mail catalog reseller of primarily other publishers' products to high
schools and colleges.  LPL is the exclusive schools and libraries
distributor of the print, multimedia and online versions of the World
Book Encyclopedia in Great Britain. Dolphin is a developer of
educational software for many of the nation's leading textbook and
electronic publishers.


2.  Basis of Presentation:
    ---------------------

The summary of significant accounting policies of the Company is
presented to assist in understanding the Company's financial
statements.  These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.

The Company's consolidated financial statements include the Company
and its wholly-owned subsidiaries.  All material intercompany
transactions have been eliminated.

The interim consolidated financial statements at September 30, 2001,
and for the three and nine month periods ended September 30, 2001 and
2000 are unaudited, but include all adjustments that the Company
considers necessary for a fair presentation. The December 31, 2000
balance sheet was derived from the Company's audited financial
statements.

The accompanying unaudited financial statements are for the interim
periods and do not include all disclosures normally provided in annual
financial statements.  They should be read in conjunction with the
Company's audited financial statements included in the Company's Form
10-KSB for the year ended December 31, 2000.  The accompanying
unaudited interim financial statements for the three and nine month
periods ending September 30, 2001 are not necessarily indicative of
the results that can be expected for the entire year.

The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.


3.  Revenue Recognition:
    -------------------

The Company recognizes revenue in accordance with the American
Institute of Certified Public Accountant's Statement of Position 97-2
and modifications thereto on software revenue recognition. Revenue for
software design services at Dolphin is recognized on the percentage-
of-completion method.


4.  Capitalized Software Costs:
    --------------------------

Capitalized software costs consist of licenses for the rights to
produce and market computer software, salaries and other direct costs
incurred in the production of computer software.  Costs incurred in
conjunction with product development are charged to research and
development expense until technological feasibility is established.
Thereafter, all software development costs are capitalized and
amortized on a straight-line basis over the product's estimated
economic life of between three and five years.


5.  Goodwill:
    --------

Goodwill relates to the acquisitions in 1998 of PLP and LPL, and in
1999 for Dolphin, and is amortized over a period of fifteen (15)
years.


6.  Inventories:
    -----------

Inventories are stated at the lower of cost (first-in, first-out), or
market, and consist primarily of educational software materials,
packing materials and World Book Encyclopedia print and multimedia
products.


7.  Property and Equipment:
    ----------------------

Property and equipment is stated at cost.  Depreciation is provided on
the straight-line basis over the estimated useful life of the assets,
which is five years.


8.  Statements of Cash Flows:
    ------------------------

In the Consolidated Statements of Cash Flows, cash and cash
equivalents may include currency on hand, demand deposits with banks
or other financial institutions, treasury bills, commercial paper,
mutual funds or other investments with original maturities of three
months or less.  The carrying values of the Company's assets and
liabilities approximate fair value due to their short-term nature.


9.  Income Taxes:
    ------------

The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109).  SFAS 109 requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of events that have
been included in the financial statements or tax returns, determined
by using the enacted tax rates in effect for the year in which the
differences are expected to reverse.


10.  Computation of Earnings Per Share:
     ---------------------------------

The Company has adopted Statement of Financial Accounting Standards
No. 128 "Earnings Per Share" (SFAS 128).  SFAS 128 requires
presentation of basic and  diluted earnings per share. Basic earnings
per share are calculated based only upon the weighted average number
of common shares outstanding during the period.  Diluted earnings per
share are calculated based upon the weighted average number of common
and, where dilutive, potential common shares outstanding during the
period, utilizing the treasury stock method.  Potential common shares
include options to purchase common stock.


11.  Stockholders' Equity:
     --------------------

During the quarter ended September 30, 2001, the Board of Directors
approved the issuance of 67,500 shares of common stock to employees in
recognition of contributions made to the Company.

At June 30, 2001, paid-in capital includes $37,984 of foreign currency
translation adjustments.


12.  Commitments and Contingencies:
     -----------------------------

The Company amortizes capitalized software costs over the product's
estimated useful life.  Due to inherent technological changes in the
software development industry, the period over which such capitalized
software cost is being amortized may have to be accelerated.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

This report contains forward-looking statements.  These forward-
looking statements can generally be identified as such because the
context of the statement will include words such as the Company
"believes," "plans," "intends," "anticipates," "expects" or words of
similar import.  Similarly, statements that describe the Company's
future plans, objectives, estimates or goals are also forward-looking
statements.  Such statements address future events and conditions
concerning capital expenditures, earnings, litigation, liquidity,
capital resources and accounting matters.  Actual results in each case
could differ materially from those currently anticipated in such
statements by reason of factors such as economic conditions, including
changes in customer demands; future legislative, regulatory and
competitive developments in markets in which the Company operates; and
other circumstances affecting anticipated revenues and costs.


Liquidity and Capital Resources
-------------------------------

As of September 30, 2001 the Company's principal sources of liquidity
included cash and cash equivalents of $691,584, net accounts
receivable of $3,233,847 and inventory of $417,070. The Company's net
cash provided by operating activities during the nine months ended
September 30, 2001 was $1,544,484 and an additional $66,774 was
provided from financing activities, primarily through bank financing
of equipment purchases.  Net cash used in investing activities for the
nine months ended September 30 increased by 29% from $1,308,199 in
2000 to $1,683,641 in 2001, and was comprised primarily of investment
in capitalized software development costs. The majority of the cash
for the Dolphin acquisition in late 1999 was borrowed under a portion
of the Company's lines of credit, and is recorded as long-term debt as
of September 30, 2001.

At September 30, 2001, the Company had working capital of $2,298,500
compared to $2,865,873 at December 31, 2000.   The Company believes
that cash flows from operations will be adequate to finance its normal
financing and investing activities for the remainder of 2001.

Additional working capital beyond that existing within the Company is
available, if required, to expand operations.  Management has and will
consider options available in providing such funding, including
debt financing and capital enhancement.  At September 30, 2001, the
Company had available bank credit lines for working capital totaling
$1,000,000, subject to borrowing base limitations, of  which $275,000
was unused.




RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2001
AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------------------------------

Net sales for the three months ended September 30, 2001, totaled
$2,278,218 compared to $2,785,266 for the same period in 2000, a
decrease of 18.2% over the comparable 2000 quarter.  This decrease is
attributable to net revenue decreases from the prior year's quarter by
American Education and the Dolphin, Inc. ("Dolphin") subsidiary. The
sales decrease at AEC is a result of delays in planned order receipts
as a result of the events of September 11, 2001. In addition,quarterly
net revenues were affected by poor state-level performance by several
key distributors as a result of a number of factors, including
spending deferrals, budgetary approval delays and adjustments in the
spending for technology.  The decrease at Dolphin results from two
customers that curtailed operations or were merged with other
companies in late 2000 and early 2001.

Cost of goods sold as a percentage of sales revenue for the three
months ending September 30, 2001 decreased to 15.6% for 2001 compared
to 25.8% for the same period in 2000. This change is attributed
to the increase of higher gross margin products sold by AEC during the
quarter as a percentage of consolidated revenues. The Company's
principal product family, A+dvanced Learning System registered trademark
(A+LS), provided gross profit margins of 93% in the third quarter of 2001.
Cost of goods sold represents the actual cost to produce the software
products, or in the case of Projected Learning Programs ("PLP") or
LPL, the cost to acquire software from other publishers, and includes
certain allocated overhead costs.

Total operating expenses, which include selling and marketing, general
and administrative, operations, and amortization of product
development costs, were $1,696,887 for the three months ended
September 30, 2001, compared to $1,581,173 for the same 2000 quarter.
As a percentage of sales revenue, operating expenses increased to
74.5% in 2001 compared to 56.8% in 2000. As a component of total
operating expenses, selling and marketing costs increased by 18.0%,
from $549,422 for the three months ended September 30, 2000, to
$648,206 for the current period. This increase is attributable to
changes in sales mix which resulted in increased sales commissions
paid as the Company billed direct several large orders which exceeded
distributor authorized credit limits, and increased employment levels
at LPL to provide additional development and marketing support
personnel.

General and administrative expenses, including operations, decreased
5.4% from $896,432 to $847,739, but as a percentage of net revenues
increased from 32.2% to 37.2% for the quarter. This increase is
primarily attributable to the fixed nature of these expenses and will
decrease as a percentage of revenues as those revenues increase.

Interest expense for the quarter ended September 30, 2001 decreased
from $43,847 in 2000 to $33,136 in 2001 which primarily reflects the
decrease in interest rates which has occurred this year. Net income
for the three months ended September 30, 2001, was $138,871 compared
to $273,210 for the same period in 2000, a decrease of 49.2%,
resulting primarily from the sales decreases noted above.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2001
AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000
------------------------------------------------------------

Net sales for the nine months ended September 30, 2001, totaled
$7,329,557 compared to $8,784,772 for the same period in 2000.  This
represents a decrease of 16.6 % over the comparable 2000 period.
This decrease is primarily a result of the first quarter's
performance, from the previously cited delay of approval of several
major orders at LPL and two of Dolphin's customers closing or merging
their publishing units, canceling what would have been significant
revenues for the division, and the delay in the receipt of orders
resulting from the events of September 11, 2001.  In addition,
third quarter net revenues were affected by poor state-level
performance by several key distributors as a result of a number of
factors, including spending deferrals, budgetary approval delays and
adjustments in the spending for technology.

Cost of goods sold as a percentage of sales revenue for the nine
months ending September 30, 2001 decreased to 21.2% from 23.0% for the
same period in 2000. . This change is attributed to the increase
of higher gross margin products sold by AEC during the year as a
percentage of consolidated revenues. The Company's principal product
families, A+dvanced Learning System(r)  and the A+nyWhere Learning
System registered trademark, provided gross profit margins of 94.1% in
the first nine months of 2001.

Total operating expenses, which include selling and marketing, general
and administrative, operations, and amortization of product
development costs, were $5,347,881 for the nine months ended September
30, 2001, compared to $4,981,825 for the same 2000 fiscal period.  As
a percentage of sales revenue, operating expenses increased from 56.7%
in 2000 to 73.0% in 2001. This increase in operating expenses as a
percentage of revenues primarily arises because a large percentage of
the costs are a fixed amount and do not fluctuate with increases or
decreases in revenue. As revenue increases, these costs will decrease
as a percentage.

General and administrative expenses, including operations, increased
from $2,558,795 to $2,667,217 and as a percentage of net revenues
increased from 29.1% to 36.4% for the nine month period.  The
dollar increase is primarily attributable to modest increases in
support staff over the prior year.

Interest expense for the nine months ended September 30, decreased to
$108,936 in 2001 compared  to $117,617 in 2000 reflecting the decrease
in interest rates during 2001. Net income for the nine months ended
September 30, 2001, was $208,152 compared to $1,063,691 for the same
period in 2000 as a result of the decrease in sales.

Company management believes that significant future growth
opportunities exist in the school, adult literacy and home or self-
directed education markets on a worldwide basis.  These markets may be
accessed by not only the Company's traditional distribution-based
methods of selling and marketing, but also by new, rapidly emerging
electronic learning delivery of content business models, or elearning.
The Company's ongoing investment in content, academic assessment
tools, programming technology, and server infrastructure provide a
broad platform to secure new business partners and address the many
opportunities that are believed to be emerging in the educational
technology industry on a global basis.  The Company's investment into
the United Kingdom through its acquisition of Learning Pathways, Ltd.
in 1998 underscores management's conviction that the Company is
engaged in a global marketplace.  In this global market, the Company's
English-language content, suitable for both the U.S. and the UK's
instructional systems, will meet the instructional requirement for
many countries where English is a primary instructional requirement.
The Company's investment into technology and the elearning
business model should provide for expanded growth opportunities on a
worldwide basis.

The Company's future competitive position has been enhanced as a
result of its investment in personnel, facilities, additional content
and infrastructure as well as its entry into international markets.
The most significant of these investments has been the sustained
spending on the Company's new Java2-based A+nyWhere Learning System
registered trademark.  In its planning of the future, management
believes that the Internet will become a principal method for the
future delivery of its products to its customers.  These investments
combine to form a stronger overall corporate foundation that, combined
with what management believes to be favorable world market conditions,
provide a basis for sustained growth.




THE AMERICAN EDUCATION CORPORATION

PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings
         -----------------

         Management knows of no pending or threatened litigation
         involving the Company that is considered material to the on-
         going operations and viability of the Company.

Item 2.  Changes in Securities
         ---------------------

         During the quarter ended September 30, 2001, the Board of
         Directors approved the issuance of 67,500 shares of common
         stock to employees in recognition of contributions made to
         the Company.

Item 3.  Default Upon Senior Securities
         ------------------------------

         Omitted from this report as inapplicable.

Item 4.  Submission of Matters to Vote of Securities Holders
         ---------------------------------------------------

         None.

Item 5.  Other Information
         -----------------

         Omitted from this report as inapplicable.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         The following exhibits have been filed as a part of this
         report:


Exhibit No.                  Description of Exhibits
-----------  ---------------------------------------------------------

    3.1      Amended and Restated Articles of Incorporation of The
             American Education Corporation (incorporated by reference
             to the exhibit in the Current Report on Form 8-K filed
             with the Securities and Exchange Commission on June 25,
             1998)

    3.2      Bylaws of The American Education Corporation(incorporated
             by reference to the Company's registration statement on
             Form S-8 filed with the Securities and Exchange
             Commission on October 22, 1999)

    4.1      Form of Stock Certificate (incorporated by reference to
             the Company's registration statement on Form S-8 filed
             with the Securities and Exchange Commission on October
             22, 1999)

    4.2      Directors' Stock Option Plan (incorporated by reference
             to Exhibit B to the Definitive Proxy Statement filed with
             the Securities and Exchange Commission on April 24, 1998)

    4.3      First Amendment to the Directors' Stock Option Plan
             (incorporated by reference to the Company's registration
             statement on Form S-8 filed with the Securities and
             Exchange Commission on October 22, 1999)

    4.4      Stock Option Plan for Employees (incorporated by
             reference to Exhibit C to the Definitive Proxy Statement
             filed with the Securities and Exchange Commission on
             April 24, 1998)

    4.5      First Amendment to the Stock Option Plan for Employees
             (incorporated by reference to the Company's registration
             statement on Form S-8 filed with the Securities and
             Exchange Commission on October 22, 1999)

    4.6      Second Amendment to the Stock Option Plan for Employees
             (incorporated by reference to Exhibit 4.7 to the
             Company's registration statement on Form S-8 filed with
             the Securities and Exchange Commission on September 29,
             2000)

   10.1      Purchase Agreement for the acquisition by the Company of
             Learning Pathways, Limited (incorporated by reference to
             the exhibit in the Current Report on Form 8-K filed with
             the Securities and Exchange Commission on December 15,
             1998)

   10.2      Stock Purchase Agreement for the acquisition by the
             Company of Dolphin, Inc. (incorporated by reference to
             the exhibit in the Current Report on Form 8-K filed with
             the Securities and Exchange Commission on January 10,
             2000)

(b)  Reports on Form 8-K

   None.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

The American Education Corporation


November 14, 2001                      By:  /s/Jeffrey E. Butler
                                            --------------------

                                            Jeffrey E. Butler,
                                            Chief Executive Officer
                                            Chairman of the Board
                                            Treasurer